EXHIBIT 3.24
OPERATING AGREEMENT
OF
MONONA (MEXICO) HOLDINGS LLC
* * * *
LIMITED LIABILITY COMPANY AGREEMENT ("Agreement") made this ____ day
of January, 2000, between Monona Wire Corporation, as the member (the "Member"),
and Monona (Mexico) Holdings LLC, an Illinois limited liability company, with an
office at 000 Xxxxx Xxxx, Xxxxx 000X, Xx Xxxx, Xxxxxxxx 00000 (the "Company").
WHEREAS:
A. The Member desires to form the Company as a limited liability
company under the laws of the State of Illinois; and
B. The Member and the Company desire to enter into this Agreement to
govern the operation of the Company on the terms and conditions hereinafter set
forth;
NOW, THEREFORE, it is agreed as follows:
ARTICLE I
DEFINITIONS
1.1 As used in this Agreement, the following terms shall have the
respective meanings indicated after each of them:
Code: The Internal Revenue Code of 1986, as amended.
Event of Withdrawal: Death, insanity, incompetency, withdrawal,
resignation, removal, dissolution, bankruptcy or insolvency.
LLC Law: The Limited Liability Company Act of the State of Illinois
(Section 805 Illinois Compiled Statutes 180), as amended from time to time.
ARTICLE II
FORMATION OF THE COMPANY
2.1 Limited Liability Company: Name: Place of Business
2.1.1 The Member has caused the Company to be formed as a limited
liability company under the LLC Law by causing the Articles of Organization of
the Company to be filed
with the Secretary of State of the State of Illinois.
2.1.2 The Company shall conduct its business under the name of:
"Monona (Mexico) Holdings LLC."
2.1.3 The Company shall maintain its principal place of business at
000 Xxxxx Xxxx, Xxxxx 000X, Xx Xxxx, Xxxxxxxx 00000, and maintain such other
offices as may be determined from time to time by the Member.
2.2 Purpose
The purpose of the Company is to carry on any or all lawful
businesses or activities for which limited liability companies may be organized
under the LLC Law.
2.3 Term
The term of the Company shall be perpetual, unless the Company is
earlier dissolved in accordance with the provisions of this Agreement or the LLC
Law. The existence of the Company as a separate legal entity shall continue
until the cancellation of the Articles of Organization in the manner required by
the LLC Law.
ARTICLE III
RIGHTS AND DUTIES OF THE MEMBER
3.1 Management of Company Business
3.1.1 The business and affairs of the Company shall be conducted and
managed solely by the Member.
3.1.2 The Member shall have full power and authority to execute, on
behalf of the Company, (a) deeds, leases, mortgages, security agreements,
contracts and commitments of every kind and nature, (b) checks or other
instruments for the payment of Company funds, and (c) notes, mortgages or other
evidences of indebtedness of the Company.
3.1.3 Third parties may rely upon a certificate of the Member as to
the due authorization of any LLC Law performed or any instrument executed on
behalf of the Company.
3.1.4 The Member may engage agents, officers, employees or
independent contractors to LLC Law on behalf of the Company and may delegate
authority to the same.
3.2 Limitation on Liability
The Member shall have no liability as such for any debts,
obligations or liabilities of the Company, whether arising in tort, contract or
otherwise, solely by reason of being the Member of the Company or acting in such
capacity or participating in any capacity in the conduct of the business of the
Company, except as may be expressly agreed by the Member in writing or as
provided by the LLC Law. Except as so agreed or provided, it is the intention of
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the parties hereto that the liability of the Member for the debts, obligations
or liabilities of the Company shall be limited to the fullest extent permitted
by the LLC Law.
ARTICLE IV
OPERATION OF THE COMPANY
4.1 Company Powers
In furtherance of its business and purpose, the Company shall have
all powers that an individual would have, except as limited by the LLC Law or
the provisions of this Agreement.
4.2 Company Funds
Company funds required for reserves or otherwise in connection with
the business of the Company may be invested in short-term interest-bearing
investments including money market funds, or in such other manner as the Member
may determine, provided that all available cash shall be distributed to the
Member as soon as reasonably practicable.
ARTICLE V
CAPITAL CONTRIBUTIONS
5.1 Capital Contributions
The Member shall make an initial capital contribution to the Company
of $10.00. The Member may, but shall not be required to, make further capital
contributions from time to time.
ARTICLE VI
COMPANY ALLOCATIONS
6.1 Adjustments to Capital Accounts
6.1.1 A capital account shall be maintained for the Member, and
shall initially be credited with the value of the initial capital contribution
made by the Member pursuant to Section 5.1 hereof. The capital account of the
Member shall be adjusted from time to time by crediting to such account all (i)
additional capital contributions by the Member, and (ii) profit (including
income exempt from taxation), all as hereinafter allocated to such Member, and
shall be debited with (a) distributions made to the Member, (b) loss, and (c)
expenditures described in Section 705(a)(2)(B) of the Internal Revenue Code of
1986, all as allocated to the Member.
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6.2 Allocations and Distributions
6.2.1 All profit or loss and each item comprising the same shall be
allocated to the Member.
6.2.2 The Company shall make distributions of available cash to the
Member from time to time as determined by the Member after maintaining such
reserves as the Member deems appropriate.
ARTICLE VII
ACCOUNTING PROVISIONS
7.1 Fiscal Year
The fiscal year of the Company shall be the calendar year.
7.2 Books and Accounts
Complete and accurate books and accounts shall be maintained for the
Company at the principal place of business of the Company utilizing the same
method of accounting utilized by the Member for its business activities.
7.3 Tax Reporting
The Member shall cause the results of operations of the Company to
be included on the Federal, state and local income tax returns of the Member, as
though all assets of the Company were owned, and all such results of operations
were realized, directly by the Member and not by the Company, to the extent such
reporting is permitted by applicable law. To the extent such reporting is not
permitted, the Member shall cause to be prepared and shall file any Federal,
state and local tax returns required to be filed by the Company.
7.4 Tax Status
7.4.1 The Company shall take appropriate steps to cause the Company
to be disregarded as an entity separate from the Member for purposes of Federal,
state and local taxation while continuing to be respected as an entity separate
from the Member for all purposes of Federal, state and local law other than
taxation.
7.4.2 Consistent with Section 7.4.1, any election made by the Member
for tax purposes in connection with the Member's tax returns which include the
results of operations of the Company or its assets shall be deemed made by, and
shall bind, the Company to the extent applicable to the Company's assets or
results of operations.
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ARTICLE VIII
ADMISSION OF MEMBERS: ASSIGNMENT BY THE MEMBER
8.1 Admission of Members
The Member shall be the sole member of the Company.
8.2 Assignment of Company Interests
The Member may transfer, assign or otherwise dispose of all or any
portion of its interest in the Company and admit new members to the Company on
such terms as it may determine.
ARTICLE IX
DISSOLUTION AND LIQUIDATION OF THE COMPANY
9.1 Events of Dissolution
The Company shall be dissolved upon the first to occur of any of the
following:
(a) The happening of an Event of Withdrawal to the Member, so that
there are no remaining members (unless within ninety (90) days thereafter the
Member's successor-in-interest elects to be admitted as a member, or to cause
its nominee or designee to be so admitted, and to continue the business of the
Company), or any other event which would dissolve the Company under the laws of
Illinois; or
(b) The determination of the Member.
9.2 General
9.2.1 Upon the dissolution of the Company, the Company shall be
dissolved and liquidated in accordance with this Article IX. The dissolution and
liquidation shall be conducted and supervised by the Member or its
successor-in-interest (the Member or such other person, as the case may be,
being herein called the "Liquidating Agent"). The Liquidating Agent shall have
all of the rights and powers with respect to the assets and liabilities of the
Company, in connection with the liquidation and dissolution of the Company,
which the Member had with respect to the assets and liabilities of the Company
during the term of the Company, and the Liquidating Agent is hereby expressly
authorized and empowered to execute any and all documents necessary or desirable
to effectuate the dissolution and liquidation of the Company and the transfer of
any property of the Company.
9.3 Priority on Liquidation
The Liquidating Agent shall, to the extent feasible, liquidate the
assets of the Company as promptly as shall be practicable. The proceeds of such
liquidation shall be applied in the following order of priority:
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(a) To the payment of matured debts and liabilities of the Company
and the costs and expenses of the dissolution and liquidation; then
(b) To the setting up of any reserves which the Liquidating Agent
may deem reasonably necessary for any contingent or unforeseen liabilities of
the Company; then
(c) Any balance, to the Member or its successor-in-interest.
9.4 Orderly Liquidation
A reasonable time shall be allowed for the orderly liquidation of
the assets of the Company and the discharge of liabilities to creditors so as to
minimize the losses normally attendant upon a liquidation.
9.5 Statements on Liquidation
The Liquidating Agent shall cause to be prepared a statement which
shall set forth the assets and liabilities of the Company as at the date of
complete liquidation. The Member's share of the Company's net assets shall be
one-hundred percent (100%). Upon compliance with the foregoing distribution
plan, the Liquidating Agent shall execute, acknowledge and cause to be filed
articles of dissolution of the Company.
ARTICLE X
MISCELLANEOUS PROVISIONS
10.1 Applicable Laws
This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Illinois.
10.2 Captions and Index
10.2.1 The captions used herein are intended for convenience of
reference only, shall not constitute any part of this Agreement and shall not
modify or affect in any manner the meaning or interpretation of any of the
provisions of this Agreement.
10.3 Amendment
10.3.1 Amendments of this Agreement may be made only by the Member
in writing.
10.4 Notices
10.4.1 All notices given hereunder to the Member or the Company
shall be given in writing and mailed by certified or registered mail, return
receipt requested, hand delivered, telecopied or sent by a nationally recognized
overnight courier service as follows: (i) if to the Member, at 000 Xxxxx Xxxx,
Xxxxx 000X, Xx Xxxx, Xxxxxxxx 00000:
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or (ii) if to the Company at its principal place of business as
stated herein, with a copy to the Member, or, in either case, to such other
address of which such party shall have advised the other parties hereto by
written notice as provided herein.
10.5 Effective Date
10.5.1 This Agreement shall be effective as of the date first above
written.
WHEREAS, the parties hereto have hereunto set their hands as of the
day and year first above written.
MEMBER:
MONONA WIRE CORPORATION
By: /s/ Xxxxxx Xxxxx
-----------------------------------
Xxxxxx Xxxxx
Chief Financial Officer
MONONA (MEXICO) HOLDINGS LLC
By: MONONA WIRE CORPORATION,
its Member
By: /s/ Xxxxxx Xxxxx
----------------------------------
Xxxxxx Xxxxx
Chief Financial Officer
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