OPERATING AGREEMENT OF MASTER MIX CONCRETE LIMITED LIABILITY COMPANY
Exhibit 3.45(c)
OF
MASTER MIX CONCRETE LIMITED LIABILITY COMPANY
The undersigned, being the sole member of Master Mix Concrete Limited Liability Company,
a New Jersey limited liability company (the “Company”), does hereby execute this Operating
Agreement of the Company effective the 2nd day of December, 2008. The Company was
formed as a New Jersey limited liability company on the 2nd day of December, 2008, upon
the filing of its Certificate of Formation with the Secretary of State of the State of New Jersey.
ARTICLE I
MEMBER
NYC Concrete Materials, LLC shall be, and is, hereby admitted to the Company as the sole
member of the Company (the “Member”). All actions taken and all things done and all expenditures
made by any authorized representative of the Company, including, without limitation, the Member,
in connection with its organization and qualification arc hereby ratified, approved and confirmed
in all respects.
ARTICLE II
OFFICE
The principal office of the Company is in the State of New York, and shall be located at
000 Xxxxxxx Xx., Xxxxxx Xxxxxx, Xxx Xxxx 00000 (the “Principal Office”). The Company may have such
other offices as the Member may designate or as the business of the Company may require. The name
and address of the statutory agent of the Company is as set forth in the Company’s Certificate of
Formation, and such agent and address of agent may be changed from
time to time by the Member.
ARTICLE III
PURPOSE
The purpose for which the Company is organized is to conduct any lawful business purposes
as set forth in Title 42, Chapter 2B of the New Jersey Limited
Liability Company Act. The Company
shall have all of the powers granted to a limited liability company under the laws of the State of
New Jersey.
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ARTICLE IV
DURATION OF THE COMPANY
The Company shall commence immediately, upon the filing of the Certificate of Formation, and
shall continue in perpetuity thereafter unless terminated sooner by operation of law or by
decision of the Member.
ARTICLE V
CAPITAL CONTRIBUTIONS
The Member has contributed all of the capital of the Company and may in the future
contribute any additional capital deemed necessary by the Member for the operation of the
Company.
ARTICLE VI
OWNERSHIP OF MEMBERSHIP INTERESTS
The Member shall own all of the membership interests in the Company and the Member shall have
a 100% distributive share of the Company’s profits, losses and cash flow.
ARTICLE VII
MANAGEMENT
All
Company decisions and actions shall be decided by the Member. The Member may
appoint and remove any and all officers of the Company as it desires in its discretion, and the
Member may appoint a Board of Directors. The Member may from time to
time employ one or more
managers or other representatives.
ARTICLE VIII
BOOKS AND RECORDS
The Company books shall be maintained at the Principal Office. The books shall be kept on a
calendar year basis, and shall be closed and balanced at the end of each such year. The Member
shall cause all known business transactions pertaining to the purpose of the Company to be entered
properly and completely into said book. The Member will prepare and file on behalf of the Company
all tax returns in a timely manner.
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ARTICLE IX
AMENDMENTS
This Operating Agreement may be amended by a written instrument adopted by the Member
and executed by the Member at any time, for any purpose, at the sole discretion of the Member.
ARTICLE X
BANKING
All funds of the Company shall be deposited in one or more Company checking accounts as shall
be designated by the Member, and the Member is authorized to sign any such checks or withdrawal
forms.
ARTICLE XI
AUTHORIZATION TO QUALIFY TO DO
BUSINESS AS FOREIGN LIMITED LIABILITY COMPANY
BUSINESS AS FOREIGN LIMITED LIABILITY COMPANY
The Member is hereby authorized, where it is necessary or expedient for the Company to
transact business, to appoint and substitute all necessary agents or attorneys for service of
process, to designate and change the location of all necessary statutory offices and to execute and
file all necessary certificates, reports, powers of attorney and other instruments as may be
required by the laws of such state, territory, dependency or country to authorize the Company to
transact business therein, and whenever it is expedient for the Company to cease doing business
therein and withdraw therefrom, to revoke any appointment of agent or attorney for service of
process, and to execute and file such certificates, reports, revocations of appointment or
surrenders of authority as may be necessary to terminate the authority of the Company to do
business in any such state, territory, dependency or country.
IN WITNESS WHEREOF, the Member has hereunto set his hand effective the day and year first
above written.
| NYC CONCRETE MATERIALS, LLC | ||||||
By: Title: |
/s/ Xxxx X. Xxxxxxxx
President and Secretary |
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