EXHIBIT 3(b)
LIMITED LIABILITY COMPANY AGREEMENT
OF
JII HOLDINGS, LLC
A DELAWARE LIMITED LIABILITY COMPANY
This Limited Liability Company Agreement of JII Holdings, LLC (the
"AGREEMENT"), dated as of February 18, 2004, is adopted, executed and agreed to
by Jordan Industries, Inc., an Illinois corporation and its sole member (the
"SOLE MEMBER").
1. FORMATION. JII Holdings, LLC (the "COMPANY") has been formed
as a Delaware limited liability company under and pursuant to the Delaware
Limited Liability Company Act (the "ACT").
2. TERM. The Company shall have a perpetual existence.
3. PURPOSES. The purposes of the Company are to carry on any
lawful business, purpose or activity for which limited liability companies may
be formed under the Act.
4. CONTRIBUTIONS. The Sole Member has made an initial
contribution of capital in exchange for 100% membership interest in the Company.
Without creating any rights in favor of any third party, the Sole Member may,
from time to time, make additional contributions of cash or property to the
capital of the Company, but shall have no obligation to do so.
5. DISTRIBUTIONS. The Sole Member shall be entitled (a) to
receive all distributions (including, without limitation, liquidating
distributions) made by the Company, and (b) to enjoy all other rights, benefits
and interests in the Company.
6. MANAGEMENT.
(a) The powers of the Company may be exercised by or under
the authority of, and the business and affairs of the Company may be
managed under the direction of, the managers, who may make all
decisions and take all actions for the Company. The individuals set
forth below are hereby appointed to serve as the initial managers of
the Company:
Xxxxxxxx X. Xxxxxxx
G. Xxxxxx Xxxxxx
Xxxx X. Xxxxxx XX
Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxxxxxx
Xxxxx X. Xxxxxxxxx
(b) The managers may designate one or more persons to be
officers of the Company. Officers are not "managers," as the term is
used in the Act. Any officers who are so designated shall have such
titles and authority and perform such duties as the managers may
delegate to them. Unless the managers decide otherwise, if the title is
one commonly used for officers of a corporation formed under the
Delaware General Corporation Law, the assignment of such title shall
constitute the delegation to such officer of the authority and duties
that are normally associated with that office. The
individuals set forth below are hereby appointed to serve as the
initial officers of the Company in the capacity set forth opposite each
individual's name:
Xxxx X. Xxxxxx XX Chairman of the Board/Chief Executive Officer
Xxxxxx X. Xxxxx President/Chief Operating Officer/Secretary
Xxxxxxxx X. Xxxxxxx Vice President/Assistant Secretary
Xxxxxx X. Xxxxxx, Xx. Vice President/Treasurer
Xxxxxx X. Xxxx Vice President
Xxxx X. Xxxxxxx Vice President/Assistant Secretary/Controller
G. Xxxxxx Xxxxxx Assistant Secretary
Xxxxx X. Xxxxxxx Assistant Secretary
Xxxxxx X. Xxxx Assistant Secretary
7. DISSOLUTION. The Company shall dissolve and its affairs shall be
wound up at such time, if any, as the Sole Member may elect. No other event will
cause the Company to dissolve.
8. GOVERNING LAW. THIS AGREEMENT IS GOVERNED BY AND SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE (EXCLUDING ITS
CONFLICT-OF-LAWS RULES).
[SIGNATURES IS ON THE FOLLOWING PAGE]
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IN WITNESS WHEREOF, the undersigned, being the Sole Member of the
Company, has caused this Limited Liability Company Agreement to be duly executed
effective as of the date first above written.
SOLE MEMBER:
JORDAN INDUSTRIES, INC.
By: /s/ Xxxxxx X. Xxxxxx, Xx.
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Name: Xxxxxx X. Xxxxxx, Xx.
Title: Senior Vice President
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