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Exhibit 3.1
LIMITED LIABILITY COMPANY AGREEMENT
OF
CAPITAL ONE AUTO RECEIVABLES, LLC
This Limited Liability Company Agreement (this "Agreement") of Capital
One Auto Receivables, LLC (the "Company") is entered into by Capital One Auto
Finance, a specialty finance company organized under the laws of the State of
Delaware, as the member of the Company (the "Member").
The Member hereby forms a limited liability company pursuant to and in
accordance with the Delaware Limited Liability Company Act, as amended from
time to time (the "Act"), and hereby agrees as follows:
1. Name The name of the limited liability company formed
hereby is Capital One Auto Receivables, LLC.
2. Purpose The Company is formed for the object and purpose
of, and the nature of the business to be
conducted and promoted by the Company is,
engaging in any lawful act or activity for which
limited liability companies may be formed under
the Act and engaging in any and all activities
necessary or incidental to the foregoing.
3. Registered Office The address of the registered office of the
Company in the State of Delaware is ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ Trust Office, in the City of
Wilmington, County of ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇.
4. Registered Agent The name and address of the registered agent of
the Company for service of process on the
Company in the State of Delaware is The
Corporation Trust Company.
5. Members The names and the business, residence or mailing
addresses of the Members are as follows:
Name Address
Capital One ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Auto Finance, Inc. ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
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6. Powers The Member shall have the power to do any and
all acts necessary or convenient to or for the
furtherance of the purposes described herein,
including all powers, statutory or otherwise,
possessed by members under the laws of the State
of Delaware. The Member shall have the authority
to bind the Company.
7. Directors The business and affairs of the Company shall be
managed by or under the direction of a Board of
one or more Directors designated by the Member.
The Member may determine at any time in its sole
and absolute discretion the number of Directors
to constitute the Board. The authorized number
of Directors may be increased or decreased by
the Member at any time in its sole and absolute
discretion, upon notice to all Directors. The
initial number of Directors shall be three.
Each Director elected, designated or appointed
by the Member shall hold office until a
successor is elected and qualified or until such
Director's earlier death, resignation, expulsion
or removal by the Member. Directors need not be
a Member. The initial Directors designated by
the Member are listed on Schedule A hereto.
The Board of Directors shall have the power to
do any and all acts necessary, convenient or
incidental to or for the furtherance of the
purposes described herein, including all powers,
statutory or otherwise. The Board of Directors
has the authority to bind the Company. At all
meetings of the Board, a majority of the
Directors shall constitute a quorum for the
transaction of business and the act of a
majority of the Directors present at any meeting
at which there is a quorum shall be the act of
the Board. Any action required or permitted to
be taken at any meeting of the Board may be
taken without a meeting if all members of the
Board consent thereto in writing, and the
writing or writings are filed with the minutes
of proceedings of the Board.
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8. Officers The initial Officers of the Company shall be
designated by the Member. The successor Officers
of the Company shall be chosen by the Board and
shall consist of at least a President, a
Secretary and a Treasurer. Any number of
offices may be held by the same person. The
Board shall choose a President, a Secretary and
a Treasurer. The Board may appoint such other
Officers and agents as it shall deem necessary
or advisable who shall hold their offices for
such terms and shall exercise such powers and
perform such duties as shall be determined from
time to time by the Board. The Officers of the
Company shall hold office until their successors
are chosen and qualified. Any Officer may be
removed at any time, with or without cause, by
the affirmative vote of a majority of the Board
or by the Member. Any vacancy occurring in any
office of the Company shall be filled by the
Board. The initial Officers of the Company
designated by the Member are listed on Schedule
B hereto.
The Officers, to the extent of their powers set
forth in on Schedule C of this Agreement or
otherwise vested in them by action of the Board
not inconsistent with this Agreement, are agents
of the Company for the purpose of the Company's
business and the actions of the Officers taken
in accordance with such powers shall bind the
Company.
9. Dissolution The Company shall dissolve, and its affairs
shall be wound up upon the first to occur of the
following: (a) December 31, 2041, (b) the
written consent of the Member, or (c) the entry
of a decree of judicial dissolution under
Section 18-802 of the Act.
10. Capital The Member has contributed $10, in cash, and no
Contributions other property, to the Company.
11. Additional No Member is required to make any additional
Contributions capital contribution to the Company.
12. Allocation of The Company's profits and losses shall be
Profits and Losses allocated in proportion to the capital
contributions of the Members.
13. Distributions Distributions shall be made to the Member at the
times and in the aggregate amounts determined by
the Member. Such distributions shall be
allocated among the Member in the same
proportion as its capital account balances.
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14. Assignments A Member may assign his limited liability
company interest in whole or in part only with
the consent of the other Members.
15. Resignation Without the consent of the remaining Members, a
Member may not resign from the Company.
16. Admission of One (1) or more additional members of the
Additional Company may be admitted to the Company with the
Members consent of the Member and upon being so admitted
shall become bound by all of the terms of this
Agreement and shall execute a written joinder to
this Agreement.
17. Liability The Member shall not have any liability for the
obligations or liabilities of the Company except
to the extent provided in the Act. The Company
shall indemnify the Member for its actions as
Member to the fullest extent permitted by law.
The Company shall indemnify its Directors and
Officers for their actions as Directors or
Officers, as applicable, to the fullest extent
permitted by law.
18. Governing Law This Agreement shall be governed by, and
construed under, the laws of the State of
Delaware, all rights and remedies being governed
by said laws.
19. Amendment This Agreement may be amended in writing by the
Member.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound
hereby, have duly executed this Limited Liability Company Agreement as of the
26th day of January, 2001.
CAPITAL ONE AUTO FINANCE
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Secretary
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SCHEDULE A
DIRECTORS
1. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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SCHEDULE B
OFFICERS TITLE
1. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President
2. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Treasurer
3. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Secretary
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SCHEDULE C
POWERS AND DUTIES OF THE OFFICERS
President.
The President shall be the chief executive officer of the Company, shall
preside at all meetings of the Board, shall be responsible for the general and
active management of the business of the Company and shall see that all orders
and resolutions of the Board are carried into effect. The President or any
other Officer authorized by the President or the Board shall execute all
bonds, mortgages and other contracts, except: (i) where required or permitted
by law or this Agreement to be otherwise signed and executed or (ii) where
signing and execution thereof shall be expressly delegated by the Board to
some other Officer or agent of the Company.
Secretary.
The Secretary shall be responsible for filing legal documents and maintaining
records for the Company. The Secretary shall attend all meetings of the Board
and record all the proceedings of the meetings of the Company and of the Board
in a book to be kept for that purpose and shall perform like duties for the
standing committees when required. The Secretary shall give, or shall cause to
be given, notice of all meetings of the Member, if any, and special meetings
of the Board, and shall perform such other duties as may be prescribed by the
Board or the President, under whose supervision the Secretary shall serve.
Treasurer.
The Treasurer shall have the custody of the Company funds and securities and
shall keep full and accurate accounts of receipts and disbursements in books
belonging to the Company and shall deposit all moneys and other valuable
effects in the name and to the credit of the Company in such depositories as
may be designated by the Board. The Treasurer shall disburse the funds of the
Company as may be ordered by the Board, taking proper vouchers for such
disbursements, and shall render to the President and to the Board, at its
regular meetings or when the Board so requires, an account of all of the
Treasurer's transactions and of the financial condition of the Company.
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