EXHIBIT 3.10
OPERATING AGREEMENT
OF
M.G.A. REALTY I, LLC
JUNE 27, 2002
OPERATING AGREEMENT
This Operating Agreement (this "Agreement") is made as of June 27, 2002,
by M.G.A., Inc., a Delaware corporation (the "Member"), with reference to the
following facts:
A. On June 27, 2001, a Certificate of Formation (the "Certificate")
of M.G.A. Realty I, LLC (the "Company") was filed in the Office of the Delaware
Secretary of State.
B. The Member desires to ratify and approve the Certificate, adopt and
approve this Agreement as the operating agreement of the Company, and otherwise
complete the formation of the Company under the Delaware Limited Liability
Company Act (the "Act").
Now, therefore, the Member agrees as follows:
ARTICLE I
ORGANIZATIONAL MATTERS
1.1 Formation. The Member hereby ratifies and approves the Certificate as
the Certificate of Formation of the Company, enters into, adopts, and approves
this Agreement as the Company's operating agreement within the meaning of the
Act, and forms the Company as a limited liability company under the Act.
1.2 Name. The name of the Company shall be as set forth in the
Certificate, and the business of the Company shall be conducted under such name
or, subject to compliance with applicable law, any other name that the Member
deems appropriate. The Member shall file on the Company's behalf all fictitious
name certificates and similar filings that it considers necessary or advisable.
1.3 Term. The term of this Agreement shall commence on the date hereof and
shall continue unless and until the Company is dissolved as provided herein.
1.4 Registered Office. The registered office of the Company in the State
of Delaware shall be the registered office initially designated in the
Certificate or such other office (which need not be a place of business of the
Company) as the Member may designate from time to time in the manner provided by
law.
1.5 Principal Place of Business; Other Offices. The principal place of
business of the Company shall be 000 Xxxx Xxxx Xxxxxx, Xxxxxx, Xxxxxxx 00000.
The Member may change the Company's principal place of business and may
establish on the Company's behalf such additional places of business as it may
determine.
1.6 Registered Agent. The Company shall at all times maintain a registered
agent for service of process as required under the Act. The registered agent of
the Company shall be as stated in the Certificate or as otherwise may be
determined from time to time by the Member in accordance with applicable law.
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1.7 Purpose and Business of the Company. The purpose and business of the
Company shall be to engage in any lawful act or activity for which a limited
liability company may be formed under the Act.
ARTICLE II
CAPITAL CONTRIBUTIONS
2.1 Capital Contributions; Loans. Following the execution of this
Agreement, the Member intends to contribute $1,000 to the capital of the
Company. Without creating any rights in any third party, the Member may, but
shall not be required to, make additional contributions to the capital of the
Company from time-to-time. In addition to its capital contributions, the Member
may from time-to-time loan or advance funds to or for the benefit of the
Company.
2.2 Capital Accounts. To the extent desirable, the Company may establish a
capital account for the Member, the opening balance of which shall equal the sum
of any cash and the book value of the Member in all assets contributed to the
Company as provided in Section 2.1. The Company shall determine and maintain the
Member's capital account, if any, in accordance with Internal Revenue Code
Treasury Regulations Section 1.704-1(b)(2)(iv).
ARTICLE III
MEMBER; MANAGEMENT
3.1 Initial Member. The Member is hereby admitted to the Company.
3.2 Management by the Member. The business, property, and affairs of the
Company shall be managed and all powers of the Company shall be exercised
exclusively by or under the direction of the Member, which shall act as the
Manager of the Company. Without limiting the generality of foregoing, the Member
shall have all powers necessary or appropriate to manage and carry out the
purpose, business, property, and affairs of the Company.
3.3 Appointment of Officers. The Member may at any time appoint an
administrative officer and one or more other officers of the Company, which may
include a Chairman, Chief Executive Officer, President, one or more Vice
Presidents, a Secretary, an Assistant Secretary, a Chief Financial Officer, and
Treasurer. All officers shall serve at the pleasure of the Member. No officer
need be a resident of the State of Delaware or citizen of the United States, and
any individual may hold any number of offices. The officers shall exercise such
powers and perform such duties as shall be determined from time to time by the
Member. The following individuals are hereby appointed to the offices set forth
opposite their respective names to serve for a term of one year or until their
successors are elected and qualified:
Xxx X. Xxxxxxx President
J. Xxxxxx Xxx Executive Vice President & Chief Financial Officer
S. Page Xxxx Senior Vice President & Secretary
Xxxxx X. Xxxxxxx Senior Vice President
Xxxxxxx X. Xxxxxx Vice President & Assistant Secretary
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3.4 Removal, Resignation and Filling, of Vacancy of Officers. Any officer
may be removed, either with or without cause, by the Member at any time. Any
officer may resign at any time by giving written notice to the Member. Any
resignation shall take effect at the date of the receipt of that notice or at
any later time specified in that notice, and, unless otherwise specified in that
notice, the acceptance of the resignation shall not be necessary to make it
effective. Any resignation is without prejudice to the rights, if any, of the
Company under any contract to which the officer is a party. A vacancy in any
office because of death, resignation, removal, disqualification or any other
cause shall be filled by the Member.
3.5 Salaries of Officers. The salaries of all officers and other employees
and agents of the Company, if any, shall be determined by the Member.
ARTICLE IV
DISTRIBUTIONS
4.1 Distributions of Distributable Cash. Subject to any restrictions under
applicable law, cash on hand of the Company which the Member deems available for
distribution shall be distributed to the Member at such times and in such
amounts as the Member may determine.
ARTICLE V
TRANSFER AND ASSIGNMENT OF MEMBERSHIP INTEREST
5.1 Transfer and Assignment of Membership Interest. The Member shall be
entitled to transfer, assign, convey, sell, encumber or alienate all or any part
of its membership interest in the Company.
ARTICLE VI
ACCOUNTING, RECORDS, AND REPORTING
6.1 Books and Records. The books and records of the Company shall be kept
in accordance with the accounting method followed by the Member for federal
income tax purposes. The Company shall maintain at its registered office all of
the following:
(a) true and full information regarding the status of the business
and financial condition of the Company;
(b) promptly after becoming available, a copy of the Company's
federal, state and local income tax returns for each year;
(c) a current list of the name and last known business, residence or
mailing address of each member and manager;
(d) a copy of this Agreement, the Certificate and all amendments
thereto, together with executed copies of any written powers of attorney
pursuant to which this Agreement, the Certificate and all amendments thereto
have been executed; and
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M.G.A. REALTY I, LLC
(e) true and full information regarding the amount of cash and a
description and statement of the agreed value of any other property or services
contributed by each member which each member has agreed to contribute in the
future, and the date on which each became a member.
6.2 Filings. The Member on the Company's behalf shall cause the income tax
returns for the Company to be prepared and timely filed with the appropriate
authorities. The Member on the Company's behalf also shall cause to be prepared
and timely filed with appropriate federal and state regulatory and
administrative bodies amendments to, or restatements of, the Certificate and all
reports required to be filed by the Company with those entities under the Act or
other applicable laws, rules, and regulations.
6.3 Bank Accounts. The Member on the Company's behalf shall maintain the
funds of the Company in one or more separate bank accounts in the name of the
Company.
ARTICLE VII
DISSOLUTION AND WINDING UP
7.1 Conditions of Dissolution. The Company shall dissolve upon the written
determination of the Member at any time to dissolve the Company.
7.2 Winding Up. Upon the dissolution of the Company as provided in Section
7.1, the Company shall continue solely for the purpose of winding up its affairs
in an orderly manner, liquidating its assets, and satisfying the claims of its
creditors. The Member shall be responsible for overseeing the winding up and
liquidation of Company, shall take full account of the Company's liabilities and
assets, shall either cause its assets to be distributed to the Member, or sold,
and, if sold, shall cause the proceeds therefrom, to the extent sufficient
therefor, to be applied and distributed as provided in Section 7.3.
7.3 Order of Payment of Liabilities Upon Dissolution. After determining
that all the known debts and liabilities of the Company in the process of
winding up have been paid or adequately provided for, the remaining assets shall
be distributed to the Member. Such liquidating distribution shall be made not
later than the end of the fiscal year in which the Company is liquidated, or, if
later, within 90 days after the date of such liquidation.
7.4 Certificate of Cancellation. Upon the completion of the winding up of
the affairs of the Company, the Member on the Company's behalf shall prepare,
sign, and file in the Office of, and on a form prescribed by, the Delaware
Secretary of State, a certificate of cancellation.
ARTICLE VIII
MISCELLANEOUS
8.1 Complete Agreement. The Certificate and this Agreement constitute the
complete and exclusive statement of the Member's agreement with respect to the
subject matter thereof.
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8.2 Binding Effect. This Agreement will be binding upon and inure to the
benefit of the Member and its successors and assigns.
8.3 Parties in Interest. Except as expressly provided in the Act, nothing
in this Agreement shall confer any rights or remedies under or by reason of this
Agreement on any persons other than the Member and its respective successors and
assigns, nor shall anything in this Agreement relieve or discharge the
obligation or liability of any third person to any party to this Agreement or
grant to any third person any right of subrogation or action over or against any
party to this Agreement.
8.4 Headings; Definitions. All headings herein are inserted only for
convenience and ease of reference and are not to be considered in the
construction or interpretation of any provision of this Agreement. Unless
otherwise defined herein, all terms used in this Agreement which are defined in
the Act shall have the meanings set forth in the Act.
8.5 Amendments. The Certificate and this Agreement may be amended at any
time by the Member.
IN WITNESS WHEREOF, the undersigned, constituting the sole Member and
Manager of M.G.A. Realty I, LLC, has executed this Agreement as of the date
written above.
M.G.A., Inc., Manager and Sole Member
By: /s/ S. Page Xxxx
-----------------------------
Its: Senior Vice President
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