AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF WEST UC SOLUTIONS, LLC
Exhibit 3.02.38
AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
WEST UC SOLUTIONS, LLC
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) is made as of December 29, 2010 by West UC Solutions Holdings, Inc., a Delaware corporation and the sole member (the “Member”) of West UC Solutions, LLC (the “Company”), and the Company. Unless the context otherwise requires, terms that are capitalized and not otherwise defined in context have the meanings set forth or cross referenced in Article 2 of this Agreement.
WHEREAS, the Company’s Limited Liability Company Agreement was executed on February 18, 2010 by West Corporation (“West”), which at the time was its sole member, and a Certificate of Amendment was filed on September 1, 2010 changing the Company name to West UC Solutions, LLC; and
WHEREAS, a Contribution Agreement was executed on December 29, 2010 by and between West and the Member, whereby West contributed all of its right, title, and interest in the Company to the Member.
NOW, THEREFORE, BE IT RESOLVED, the parties agree as follows:
Article 1. Organization
1.1 Formation of the Company; Term. The Company has been formed as a limited liability company pursuant to the Act by the execution and filing of the Certificate of Formation of the Company with the Secretary of State of the State of Delaware. The Member shall carry on the business of the Company in accordance with the provisions of the Act and subject to the terms of this Agreement. Unless sooner dissolved and liquidated by action of the Member, the Company is to continue in perpetuity.
1.2 Name. The name of the Company is: “West UC Solutions, LLC”.
1.3 Purpose of the Company; Business. The Company is formed for the object and purpose of, and the Company’s business is, to engage in any and all lawful acts and activities for which limited companies may be organized under the Act and to engage in any and all activities necessary or incidental to the foregoing.
1.4 Principal Place of Business; Registered Agent. The principal place of business of the Company shall be located at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and the name and address of the Company’s registered agent in the State of Delaware shall be Corporation Service Company, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ in the County of New Castle. The Company may change its principal place of business and registered agent and may establish any other places of business as the Manager may from time to time designate.
Article 2. Definitions
“Act” means the Delaware Limited Liability Company Act, as amended from time to time. Any reference to the Act automatically includes a reference to any subsequent or successor limited liability company law in Delaware.
“Agreement” means this Agreement as amended from time to time.
“Company” means West UC Solutions, LLC.
“Fiscal Year” means the fiscal year of the Company as determined from time to time, and, initially, means a fiscal year ending on December 31.
“Member” means West UC Solutions Holdings, Inc.
“Person” or “person” means any natural person and any corporation, firm, partnership, trust, estate, limited liability company, or other entity resulting from any form of association.
Article 3. Capitalization; Economics
3.1 Capital. The Member may, but shall not be obligated to, make capital contributions to the Company. The Company is to finance its operations independently of the Member and without its financial support.
3.2 Capital Accounts; Allocations; Books of Record. All items of income, gain, loss and deduction shall be allocated to the Member. The Member or its designee will keep a record of the Member’s capital contributions to the Company, the Company’s income, gains, losses and deductions, and its distributions to the Member.
3.3 Interest. The Member is not to be paid interest on its capital contribution(s) to the Company.
3.4 Distributions. The Company may from time to time have a distribution as approved by the Member.
Article 4. Management
4.1 Management by Managers. The business affairs of the Company shall be managed by the Member. Any action so approved may be taken by the Member on behalf of the Company and any action so taken shall bind the Company.
4.2 Authority of the Officers. The Company, and the Member on behalf of the Company, may employ and retain persons as may be necessary or appropriate for the conduct of the Company’s business (subject to the supervision and control of the Member), including the employees and agents who may be designated as officers with titles, including, but not limited to, “chairman,” “chief executive officer,” “president,” “vice president,” “treasurer,” “secretary,” “managing director,” “chief financial officer,” “assistant treasurer,” and “secretary” as to the extent authorized by the Member.
Article 5. General
5.1 Tax Returns and Elections. If the Member so desires, it may at its sole discretion cause the Officers to take such steps, if any, to cause the Company to be disregarded as an entity separate from the Member for federal income tax purposes pursuant to Treasury Regulation 301.7701-3 and any corresponding state law provision. If the Company is required to file a federal and/or state income tax return, the Member shall prepare, or cause to be prepared, a federal and/or state income tax return for the Company; and, in connection therewith, make any appropriate or necessary elections, including elections with respect to the useful lives of the properties of the Company and the rates of depreciation or cost recovery on such properties.
5.2 Dissolution and Liquidation. No event that would cause a dissolution of a limited liability company under the Act will cause a dissolution of the Company. If the Company is required to wind-up its affairs and liquidate its assets, it will first pay or make provision to pay all its obligations as required by law and any assets remaining will be distributed to the Member.
5.3 Amendment. This Agreement may be amended by the Member by a writing that refers to this Agreement.
5.4 New Members. New members of the Company may be admitted by the Member at any time. In the event of such admission, this Agreement shall be amended and/or restated, as determined by the Member.
5.5 Limited Liability of the Member. The Member in its capacity as a member of the Company shall not be liable for any debts, obligations or liabilities of the Company.
5.6 Governing Law. This agreement is governed by and is to be construed under the laws of Delaware, without giving effect to its rules of conflicts of laws.
5.7 Construction. The headings contained in this Agreement are for reference purposes only and do not affect the meaning or interpretation of this Agreement. All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, include all other genders. Unless otherwise specifically stated, references to Sections or Articles refer to the Sections and Articles of this Agreement.
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IN WITNESS WHEREOF, the undersigned has duly executed this Agreement as of the date first above written.
| WEST UC SOLUTIONS HOLDINGS, INC., as Member | ||
| /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||
| Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||
| Title: Secretary | ||
| WEST UC SOLUTIONS, LLC | ||
| /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||
| Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||
| Title: Secretary | ||