Exhibit 3.2
LIMITED LIABILITY COMPANY AGREEMENT
OF
FRANKLIN RECEIVABLES LLC
LIMITED LIABILITY COMPANY AGREEMENT of FRANKLIN RECEIVABLES LLC (the
"Company") dated as of June 8, 1998 by FRANKLIN CAPITAL CORPORATION, a Utah
corporation (the "Managing Member" and together with any persons admitted as
members of the Company pursuant hereto, the "Members").
W I T N E S S E T H :
WHEREAS, the Company was formed as a limited liability company
pursuant to the Delaware Limited Liability Company Act (6 Del.C. ss. 18-101, et
seq.), as it may be amended from time to time (the "Act");
WHEREAS, the Members desire to enter into this Agreement to
establish herein their respective rights and obligations in connection with the
business and operations of the Company;
NOW, THEREFORE, in consideration of the premises and the covenants
and provisions hereinafter contained, the Members hereby agree as follows:
ARTICLE I
ORGANIZATIONAL AND OTHER MATTERS
SECTION 1.01. Formation. The Company was formed as a limited
liability company under the provisions of the Act by the filing on June 2, 1998
of a Certificate of Formation (the "Certificate of Formation") with the
Secretary of State of the State of Delaware. The rights and liabilities of the
Members shall be as provided in the Act, except as is otherwise expressly
provided herein.
SECTION 1.02. Name. The name of the Company shall be FRANKLIN
RECEIVABLES LLC and the business of the Company shall be conducted under such
name.
SECTION 1.03. Principal Office. The principal office of the Company
shall be at 47 West 200 South, Salt Lake City, UT, or such other place as the
Members may from time to time determine.
SECTION 1.04. Term. The Company shall commence on the date of
filing of the Certificate of Formation, and the term of the Company shall
continue until the dissolution of the Company as provided by law.
SECTION 1.05. Limited Liability. Except as otherwise provided by the
Act, the debts, obligations and liabilities of the Company, whether arising in
contract, tort or otherwise, shall be the debts, obligations and liabilities
solely of the Company, and no Member shall be obligated personally for any of
such debts, obligations or liabilities solely by reason of being a Member.
ARTICLE II
PURPOSE AND POWERS
SECTION 2.01. Purpose of the Company. The Company may buy and sell
receivables, loans and other financial assets and may act as depositor or seller
to trusts and other entities formed to acquire or finance such assets.
SECTION 2.02. Powers of the Company. The Company shall have the
power to do any and all acts reasonably necessary, appropriate, proper,
advisable, incidental or convenient to or for the furtherance of the purpose and
business described in Section 2.01 and for the protection and benefit of the
Company.
ARTICLE III
CAPITAL CONTRIBUTIONS
SECTION 3.01. Capital Contributions. Any capital contributions made
to the Company will be made by the Members as follows: 100% by the Managing
Member.
ARTICLE IV
DISTRIBUTIONS
SECTION 4.01. Distribution of Proceeds. All distributions and
allocations of items of income, gain, loss and deduction shall be made 100% to
the Managing Member.
2
ARTICLE V
MANAGEMENT OF THE COMPANY
SECTION 5.01. General. The management of the Company shall be vested
in the Managing Member or, pursuant to Section 18-407 of the Act, the Managing
Member may delegate it's rights and powers to manage the business of the Company
to one or more other persons, including without limitation, persons designated
as officers or directors of the Company.
ARTICLE VI
DISSOLUTION AND LIQUIDATION
SECTION 6.01. Dissolution. The Company shall not dissolve or
terminate until the winding up of the affairs of the Company is completed, the
assets of the Company shall have been distributed as provided below and a
Certificate of Cancellation of the Company under the Act has been filed with the
Secretary of State of the State of Delaware.
SECTION 6.02. Liquidation. Sole and plenary authority to effectuate
the liquidation of the assets of the Company shall be vested in the Managing
Member, which shall have full power and authority to sell, assign and encumber
any and all of the Company's assets and to wind up and liquidate the affairs of
the Company in an orderly and business-like manner. The proceeds of liquidation
of the assets of the Company distributable in connection with a dissolution and
winding up of the Company shall be applied in the following order of priority:
(i) first, to the creditors of the Company, including the Managing
Member, if a creditor, in the order of priority provided by law, in
satisfaction of all liabilities and obligations of the Company (of any
nature whatsoever, including, without limitation, fixed or contingent,
matured or unmatured, legal or equitable, secured or unsecured), whether
by payment or the making of reasonable provision for payment thereof; and
(ii) thereafter, to the Managing Member.
3
SECTION 6.03. Winding Up and Certificate of Cancellation. The
winding up and dissolution of the Company shall be completed when all of its
debts, liabilities, and obligations have been paid and discharged or reasonably
adequate provision therefor has been made, and all of the remaining property and
assets of the Company have been distributed to the Managing Member. Upon the
completion of the winding up of the Company, a Certificate of Cancellation of
the Company shall be filed with the Secretary of State of the State of Delaware.
ARTICLE VII
AMENDMENT
SECTION 7.01. Amendment Procedures. This Agreement may be amended or
modified only by a written instrument executed by all the Members. In addition,
the terms or conditions hereof may be waived by a written instrument executed by
the party waiving compliance. Additional Members may be admitted by amendment of
this Agreement.
4
IN WITNESS WHEREOF, the parties hereto have entered into this
Agreement as of the date first written above.
FRANKLIN CAPITAL CORPORATION
By: /s/ Xxxxxxxx X. Xxxx
-----------------------------
Name: Xxxxxxxx X. Xxxx
Title: President
