Exhibit 3.14
OPERATING AGREEMENT OF
VENETIAN VENTURE DEVELOPMENT, LLC
A NEVADA LIMITED LIABILITY COMPANY
THIS OPERATING AGREEMENT is made effective as of September 26, 2000, by and
among Venetian Casino Resort, LLC, a Nevada limited liability company, as member
of Venetian Venture Development, LLC, a Nevada limited liability company (the
"Company"), and the Company.
EXPLANATORY STATEMENT
This operating agreement governs the relationship between the Company and its
member, pursuant to the Nevada Limited Liability Company Act, as defined below.
In consideration of their mutual promises, covenants, and agreements, the
parties hereto do hereby promise, covenant and agree as follows:
DEFINITIONS
For purposes of this operating agreement, and unless the context clearly
otherwise indicates, the following terms shall have the following meanings:
"ACT" -- The Nevada Limited Liability Company Act, Nev. Rev. Stat. Sections
86.011 to 86.571, as amended from time to time.
"AGREEMENT" or "OPERATING AGREEMENT" -- This operating agreement.
"CODE" -- The Internal Revenue Code of 1986, as amended.
"COMPANY" -- Venetian Venture Development, LLC, a Nevada limited liability
company.
"MANAGER" -- Venetian Casino Resort, LLC, a Nevada limited liability company, as
the sole Manager of the Company, and any other Person or Persons who may
subsequently be designated as the sole Manager of the Company pursuant to the
further terms of this Agreement. The Manager need not be a Member of the
Company.
"MEMBER" -- Venetian Casino Resort, LLC, a Nevada limited liability company, as
the sole initial Member of the Company, and any other Person or Persons who may
subsequently be designated as the sole Member of this Company pursuant to the
further terms of this
Agreement.
"MEMBERSHIP INTEREST" -- The rights of the Member in distributions and
allocations of profits, losses, gains, deductions and credits.
"MEMBERSHIP RIGHTS" -- The rights of the Member, which are comprised of: (1) his
or her Membership Interest, and (2) his or her right to vote and to otherwise
participate in the management and governance of the Company.
"PERSONS" -- Individuals, partnerships, corporations, limited liability
companies, unincorporated associations, trusts, estates and any other type of
entity.
ARTICLE I
FORMATION
1.1. ORGANIZATION. The Member acknowledges the formation of the Company as a
Nevada limited liability company pursuant to the provisions of the Act.
1.2. AGREEMENT. For and in consideration of the mutual covenants herein
contained and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Member and the Company hereby
agree to the terms and conditions of this Agreement, as it may from time to time
be amended according to its terms. It is the express intention of the Member and
the Company that the Agreement be the agreement of the parties, and, except to
the extent a provision of the Agreement expressly incorporates federal income
tax rules by reference to sections of the Code or Regulations or is prohibited
or ineffective under the Act, the Agreement shall govern, even when inconsistent
with, or different from, the provisions of the Act or any other law or rule. To
the extent any provision of this Agreement is prohibited or ineffective under
the Act, the Agreement shall be considered amended to the smallest degree
possible in order to make the Agreement effective under the Act.
1.3. NAME. The name of the Company is Venetian Venture Development, LLC, and all
Company business shall be conducted under that name.
1.4. PRINCIPAL PLACE OF BUSINESS. The Company may locate its principal place of
business and registered office at any place or places as the Manager may from
time to time deem advisable.
1.5. REGISTERED AGENT. The registered agent for the Company is Xxxxxx Xxxxxx &
Xxxxxxx, Ltd., a Nevada professional corporation and the business address of the
registered agent is 1700 Bank of America Plaza, 000 Xxxxx Xxxxxx Xxxxxx, Xxx
Xxxxx, Xxxxxx 00000. The Member may, from time to time, change the registered
agent or the registered office through appropriate filings with the Secretary of
State. In the event the registered agent ceases to act as such for any reason or
the registered office shall change, the Manager
shall promptly designate a replacement registered agent or file a notice of
change of address as the case may be.
1.6. TERM. The Company shall continue until it is dissolved in accordance with
either the provisions of this Agreement or the Act.
1.7. PERMITTED BUSINESS. The business of the Company shall be:
(a) to acquire, develop, and sell real estate in Las Vegas, Nevada or
elsewhere;
(b) to accomplish any other lawful purpose whatsoever or which shall
at any time appear conducive to or expedient for the protection or
benefit of the Company and its assets;
(c) to exercise all other powers necessary to or reasonably connected
with the Company's business which may be legally exercised by
limited liability companies under the Act; and
(d) to engage in all activities necessary, customary, convenient, or
incident to any of the foregoing.
ARTICLE II
CONTRIBUTIONS
2.1. INITIAL CONTRIBUTIONS. The initial capital contributions to the Company of
the Member shall be made within sixty (60) days of the Member's execution and
delivery of this Agreement. The Member's initial capital contribution is one
thousand dollars ($1000). The Member shall not be required to make additional
capital contributions.
2.2. LOANS. In the event the capital needs of the Company exceed the capital
contributions provided by section 2.1, the Member may, but shall not be required
to, loan additional monies to the Company in amounts and on terms and conditions
to be agreed upon by the Company and the Member. The Company may also borrow
money for its capital needs from any third parties in amounts and on terms and
conditions determined by the Member.
2.3. INTEREST ON AND RETURN OF CAPITAL CONTRIBUTION. The Member shall not be
entitled to interest on any capital contribution, or to a return of any capital
contribution, except as specifically provided for herein.
ARTICLE III
PROFIT AND LOSS
The Membership Interest of the Member in the profits and losses of Company shall
be one
3
hundred percent (100%).
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ARTICLE IV
DISTRIBUTIONS
4.1. DISTRIBUTIONS. Cash distributions shall be made in such amounts and at such
times as may be determined by the Manager in its discretion.
4.2. LIMITATIONS ON DISTRIBUTIONS. No distribution shall be declared or paid
unless, after the distribution is made, the Company's assets exceed the
Company's liabilities. Liabilities to the Member on account of its Membership
Interest shall not be a Company liability for purposes of this section.
ARTICLE V
RIGHTS AND DUTIES OF MEMBER AND MANAGING PERSONS
5.1. MANAGEMENT RIGHTS. The Company shall be managed by a Manager who need not
be a Member of the Company. The initial Manager shall be Venetian Casino Resort,
LLC, a Nevada limited liability company, who shall remain as Manager until such
Manager's death, bankruptcy, incompetence, resignation, or removal in the
Member's sole discretion. In the event of such death, incompetence, resignation
or removal, a successor Manager or Managers shall be appointed by the Member.
The Manager shall be the Company's agent and shall have authority to take all
actions, including incurring debt, entering contracts, and acquiring and
transferring property on the Company's behalf. The Manager may delegate
management authority in writing from time to time to the officers of the
Company. The Manager hereby appoints the following persons to the offices set
forth opposite their names:
NAME OFFICE
---- ------
Xxxxxxx X. Xxxxxxx Chairman of the Board
Xxxxxxx X. Xxxxxxx President
Xxxxxxx X. Xxxxx Executive Vice President
Xxxxxx X. Xxxxxxxxx Senior Vice President
Xxxxx Xxxxxxxxxxxx Chief Financial Officer and Vice President
Finance
Xxxxx Xxxxxxxx Secretary and Assistant to the Chairman of
the Board
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Such Persons shall hold their respective offices until removed in writing in the
sole discretion of the Manager. The Manager may also establish and fill other
Company offices in the Manager's sole discretion.
5.2. LIABILITY OF MEMBER AND OFFICERS. The Manager and officers of the Company
("Managing Persons") and Member shall not be liable as such for the Company's
liabilities, debts or obligations. The failure by the Company to observe any
formalities or requirements relating to the exercise of its powers or the
management of its business or affairs under this Agreement or the Act shall not
be grounds for imposing personal liability on any Managing Person or Member.
5.3. INDEMNIFICATION. The Company shall indemnify a Managing Person or Member
for all costs, losses, liabilities and damages paid by the Managing Person in
connection with the Company's business, to the fullest extent provided or
allowed by Nevada law.
5.4. NO FIDUCIARY DUTIES. A Managing Person shall have no fiduciary duties of
loyalty with respect to the Company. A Managing Person shall be required to
devote only such time to the affairs of the Company as such Managing Person
determines in its sole discretion is necessary to manager and operate the
Company. Each such Managing Person shall be free to serve any other Person in
any capacity that it may deem appropriate. Insofar as permitted by Nevada law,
each Managing Person (acting on its own behalf), and its affiliates may engage
in whatever activities they choose, whether the same are competitive with the
Company or otherwise, without having or incurring any obligation to offer any
interest in such activities to the Company. Neither this Agreement not any
activity undertaken pursuant hereto shall prevent any Managing Person or its
affiliates from engaging in such activities, or require any Managing Person to
permit the Company to participate in any such activities. To the extent
permitted by Nevada law, a Managing Person, when acting on behalf of the
Company, is hereby authorized to purchase property from, sell property to, or
otherwise deal with any Managing Person or Member acting on its own behalf,
provided that any purchase, sale or other transaction shall be made on terms and
conditions which are no less favorable to the Company than if the sale, purchase
or other transaction had been entered into with an independent third party.
5.5. TIME AND ATTENTION DEVOTED TO COMPANY. A Managing Person shall devote as
much of its time as is necessary to discharge its duties to the Company. The
Company acknowledges that it is not anticipated that such Managing Persons will
be required to spend substantial time in so discharging their duties to the
Company and that such Managing Persons may, therefore, spend substantially all
of their business time on matters not related to the Company.
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ARTICLE VI
BANKING
All revenues of the Company shall be deposited regularly in the Company savings
and checking accounts at such financial institutions as shall be selected by the
Manager.
ARTICLE VII
ACCOUNTING AND RECORDS
The Company shall maintain at its principal place of business or such other
place as the Member may choose, the following:
(a) a current list of the full name and last-known business,
residence, or mailing address of the Member, Manager and officers
of the Company, both past and present;
(b) a copy of the Articles of Organization and all amendments thereto,
executed copies of any delegation of management powers to officers
of the Company, and executed copies of any powers of attorney
pursuant to which any amendment to the Agreement has been
executed;
(c) copies of the Company's federal, state, and local income tax
returns and reports, if any, for the three most recent years;
(d) copies of any currently effective written operating agreements,
copies of any writings permitted or required under the Act, and
copies of any financial statements of the Company for the three
most recent years;
(e) minutes of any member meetings;
(f) a statement prepared and certified as accurate by the Manager
which describes:
(i) the times at which or events on the happening of which any
additional contributions agreed to be made by each member
are to be made;
(ii) any written consents obtained from the Member pursuant to
the Act.
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ARTICLE VIII
MEMBERSHIP INTEREST AND MEMBERSHIP RIGHTS OF A DECEASED,
INCOMPETENT OR DISSOLVED MEMBER
If a Member who is an individual dies or a court of competent jurisdiction
adjudges him or her to be incompetent to manage his or her person or his or her
property, the Member's executor, administrator, guardian, conservator or other
legal representative shall be entitled to the benefits, and shall be subject to
the burdens, of the Member's Membership Interest.
ARTICLE IX
TRANSFER OF MEMBERSHIP INTEREST AND ADDITIONAL MEMBERS
9.1. TRANSFER OF ENTIRE MEMBERSHIP INTEREST. The Member may sell, hypothecate,
pledge, assign or otherwise voluntarily, during the Member's lifetime or upon
his or her death, transfer all of his or her Membership Interest or Membership
Rights in the Company to any other person. In the event the Member transfers his
or her entire Membership Interest, the transferee(s) shall become a member
without any further action, unless the Manager, Member and transferee all agree
otherwise.
9.2. ADMISSION OF ADDITIONAL MEMBERS. The Member may also freely transfer a part
of his or her Membership Interest; provided however, that prior to the admission
of any other member to the Company, including but not limited to the addition of
a member as the result of a transfer by the Member of only a part of his or her
Membership Interest, an amended operating agreement shall have been negotiated
between such members to become effective upon their admission to the Company.
ARTICLE X
WITHDRAWAL OF MEMBER OR MANAGER
The Member has the power to withdraw from the Company at any time. The Manager
and officers have the power to resign at any time.
ARTICLE XI
DISSOLUTION AND TERMINATION
11.1. EVENTS OF DISSOLUTION. The Company shall dissolve upon the occurrence of
any of the following events:
(a) By the Member's written statement of dissolution;
(b) By unanimous agreement of the Member and the Manager; or
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(c) By the entry of a decree of judicial dissolution pursuant to the
Act.
11.2. WINDING UP, LIQUIDATION AND DISTRIBUTION OF ASSETS.
(a) Upon dissolution, an accounting shall be made by the Company's
independent accountants of the accounts of the Company and of the
Company's assets, liabilities and operations, from the date of the
last previous accounting until the date of dissolution. The Manager
shall immediately proceed to wind up the affairs of the Company.
(b) If the Company is dissolved and its affairs are to be wound up, the
Manager shall (i) sell or otherwise liquidate all of the Company's
assets as promptly as practicable (except to the extent they may
determine to receive any assets in kind), (ii) discharge all
liabilities of the Company (other than liabilities to the Member),
including all costs relating to the dissolution, winding up, and
liquidation and distribution of assets, (iii) establish such
reserves as reasonably may be necessary to provide for contingent
liabilities of the Company, (iv) discharge any liabilities of the
Company to the Member other than on account of its interest in
Company capital or profits, and (v) distribute the remaining assets
to the Member:
(c) Upon completion of the winding up, liquidation and distribution of
the assets, the Company shall be deemed terminated.
(d) The Manager shall comply with any applicable requirements of
applicable law pertaining to the winding up of the affairs of the
Company and the final distribution of its assets.
11.3. ARTICLES OF DISSOLUTION. When all debts, liabilities and obligations have
been paid and discharged or adequate provision has been made therefor and all of
the remaining property and assets have been distributed to the Member, articles
of dissolution shall be executed and acknowledged by the Member, which articles
shall set forth the information required by the Act.
11.4. FILING OF ARTICLES OF DISSOLUTION.
(a) Such articles of dissolution shall be delivered to the Nevada
Secretary of State.
(b) Upon the filing of the articles of dissolution, the existence of
the Company shall cease, except for the purpose of suits, other
proceedings and appropriate action as provided in the Act. The
Member shall thereafter be a trustee for creditors of the Company
and as such shall have authority to distribute any Company property
discovered after dissolution,
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convey real estate, and take such other action as may be necessary
on behalf of and in the name of the Company.
11.5. RESPONSIBILITY. Upon dissolution, the Member shall look solely to the
assets of the Company for the return of its Capital Contribution. The winding up
of the affairs of the Company and the distribution of its assets shall be
conducted by the Manager who is hereby authorized to take all actions necessary
to accomplish such distribution, including, without limitation, selling any
Company assets it deems necessary or appropriate to sell.
ARTICLE XII
MISCELLANEOUS PROVISIONS
12.1. INUREMENT. This Agreement shall be binding upon, and inure to the benefit
of, all parties hereto, their personal and legal representatives, guardians,
successors, and assigns to the extent, but only to the extent, that assignment
is provided for in accordance with, and permitted by, the provisions of this
Agreement.
12.2. GENDER AND HEADINGS. Throughout this Agreement, where such meanings would
be appropriate: (a) the masculine gender shall be deemed to include the feminine
and the neuter and vice versa, and (b) the singular shall be deemed to include
the plural and vice versa. The headings herein are inserted only as a matter of
convenience and reference, and in no way define or describe the scope of the
Agreement or the intent of any provisions thereof.
12.3. SEVERABILITY. Nothing contained in this Agreement shall be construed as
requiring the commission of any act contrary to law. In the event there is any
conflict between any provision of this Agreement and any statute, law, ordinance
or regulation contrary to which the Member or the Company have no legal right to
contract, the latter shall prevail, but in such event the provisions of this
Agreement thus affected shall be curtailed and limited only to the extent
necessary to conform with said requirement of law. In the event that any part,
article, section, paragraph or clause of this Agreement shall be held to be
indefinite, invalid, or otherwise unenforceable, the entire Agreement shall not
fail on account thereof, and the balance of the Agreement shall continue in full
force and effect.
12.4. MEMBERSHIP INTEREST. The Member hereby covenants, acknowledges and agrees
that the Membership Interest in the Company shall for all purposes be deemed
personalty and shall not be deemed realty or any interest in the assets or
property owned by the Company.
12.5. NOT FOR BENEFIT OF CREDITORS. The provisions of this Agreement are
intended only for the regulation of relations between the Member and the
Company. This Agreement is not intended for the benefit of creditors and does
not grant any rights to or confer any benefits on creditors or any other person
who is not a Member of the Company.
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12.6. GOVERNING LAW. It is the intent of the parties hereto that all questions
with respect to the construction of this Agreement and the rights, duties,
obligations and liabilities of the parties shall be determined in accordance
with the applicable provisions of the laws of the State of Nevada.
CERTIFICATE
IN WITNESS WHEREOF, the parties have hereunto set their hands and acknowledged
this Agreement and do hereby certify that the foregoing Agreement constitutes
the Operating Agreement of VENETIAN VENTURE DEVELOPMENT, LLC, a Nevada limited
liability company, adopted by the Member of the Company and the Company
effective as of September 26, 2000.
VENETIAN CASINO RESORT, LLC, a Nevada
limited-liability company
By: LAS VEGAS SANDS, INC., a Nevada
corporation and its Manager
By: /s/ Xxxxx Xxxxxxxx
------------------------------
Xxxxx Xxxxxxxx, Secretary
VENETIAN VENTURE DEVELOPMENT, LLC,
a Nevada limited liability company
By: VENETIAN CASINO RESORT, LLC, a
Nevada limited-liability company
and its Manager
By: LAS VEGAS SANDS, INC.,
a Nevada corporation and its
Manager
By: /s/ Xxxxx Xxxxxxxx
------------------------------
Xxxxx Xxxxxxxx, Secretary
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