EXHIBIT 3.18
Limited Liability Company Agreement
of
MBI No. 1, LLC
MoonliteBowl, Inc., a California corporation (the "Sole Member"), has
formed, on December 30, 1997, a limited liability company (the "Company"),
pursuant to and in accordance with the Delaware Limited Liability Company
Delaware Act, 6 Del. C. (section) 18-101, et seq. (the "Delaware Act"), and
hereby declares the following to be the Limited Liability Company Agreement (the
"Agreement") of the Company:
1. Formation. The Company was formed upon the filing of a Certificate of
Formation with the Delaware Secretary of State by an authorized agent of the
Company.
2. Name. The name of the Company formed is MBI No. 1, LLC.
3. Purpose. The Company is a single member limited liability company
formed for any purpose permitted under the Delaware Act.
4. Registered Office and Agent; Principal Office. The Company's
registered office and registered agent for service of process in Delaware
pursuant to Section 18-104 of the Delaware Act shall be United Corporate
Services, Inc., 00 Xxxx Xxxxx Xxxxxx, Xxxxx, Xxxxxxxx 00000, County of Kent. The
principal office of the Company shall be located at 0000 Xxxxx Xxxxx Xxxxx,
Xxxxx 000, Xxx Xxxxxxx, Xxxxxxxxxx 00000. The identity of the Company's
registered office and agent, and the location of the Company's principal office,
may be changed at will by the Sole Member.
5. Powers of the Company. Subject to the limitations set forth in this
Agreement and the certificate of formation of the Company ("Certificate of
Formation"), the Company shall possess and may exercise all of the powers and
privileges granted to it by the Delaware Act, by any other law or by this
Agreement, together with all powers incidental thereto, so far as such powers
are necessary or convenient to the conduct, promotion or attainment of the
purposes of the Company set forth in the Certificate of Formation.
6. Powers of the Sole Member. The Sole Member shall have the power to
exercise any and all rights and powers granted to members of a limited liability
company pursuant to the Delaware Act and the express terms of this Agreement.
7. Limited Liability. Except as otherwise provided by the Delaware Act,
the debts, obligations and liabilities of the Company, whether arising in
contract, tort or otherwise, shall be solely the debts, obligations and
liabilities of the Company, and the Sole Member shall not be obligated for any
such debt, obligation or liability of the Company by reason of being a member of
the Company.
8. Contributions. Contributions to the capital of the Company shall be
made as determined by the Sole Member.
9. Distributions. Distributions shall be made to the Sole Member at the
times and in the aggregate amounts determined by the Sole Member.
10. Management. Management of the Company shall be vested exclusively in
the Sole Member. The Sole Member shall have the power to do any and all acts
necessary, convenient or incidental to or for the furtherance of the purposes of
the Company, including all powers, statutory or otherwise, possessed by members
of a limited liability company under the Delaware Act. The Sole Member shall
have the authority to bind the Company.
11. Assignments. The Sole Member may freely assign its membership
interest in the Company in whole or in part. If the Sole Member transfers all of
its membership interest in the Company pursuant to this Section, the transferee
shall be admitted to the Company as the Sole Member upon its execution of an
instrument signifying its agreement to be bound by the terms and conditions of
this Agreement. Such admission shall be deemed effective upon the transfer, and
upon such admission, the transferor Sole Member shall cease to be a member of
the Company.
12. Dissolution. The Company shall be dissolved and its affairs wound up
upon the occurrence of any of the following events:
(a) End of Term. January 1, 2050.
(b) Election of Sole Member. The written election of the Sole Member
to dissolve the Company, made at any time and for any reason.
(c) Dissolution Event. As otherwise provided under Delaware law.
13. Amendment. This Agreement may be amended only in a writing signed by
the Sole Member.
14. Severability. Every term and provision of this Agreement is
intended to be severable, and if any term of provision of this Agreement is
illegal or invalid for any reason whatsoever, such illegality or invalidity
shall not affect the legality or validity of the remainder of this Agreement.
15. No Third-Party Rights. No person other than the Sole Member shall
have any legal or equitable rights, remedies or claims under or in respect of
this Agreement, and no person other than the Sole Member shall be a beneficiary
of any provision of this Agreement.
16. Governing Law. This agreement shall be governed by and construed
under the laws of the State of Delaware, excluding any conflicts of laws rule or
principle that might refer the governance or construction of this agreement to
the law of another jurisdiction.
IN WITNESS WHEREOF, the Sole Member has caused this Agreement to be
executed by its authorized officer, as of the date first written above.
MOONLITE BOWL, INC.,
a California corporation
By: /s/ Xxxx X. Xxxxxxx
----------------------
Xxxx X. Xxxxxxx, Secretary
State of Delaware
Office of the Secretary of State
I, XXXXXX X. XXXXX, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY "MBI NO. 1, LLC" IS DULY FORMED UNDER THE LAWS OF THE STATE OF DELAWARE
AND IS IN GOOD STANDING AND HAS A LEGAL EXISTENCE SO FAR AS THE RECORDS OF THIS
OFFICE SHOW, AS OF THE SIXTH DAY OF FEBRUARY, A.D. 1998.
AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL TAXES HAVE NOT BEEN
ASSESSED TO DATE.
[STATE OF DELAWARE SEAL] Great Seal of the State of Delaware
1793.1847.1907
/s/ Xxxxxx X. Xxxxx
---------------------------------
Xxxxxx X. Xxxxx, Secretary of State
[SEAL] Secretary's Office
1793 Delaware 1855
AUTHENTICATION: 8907746
DATE: 02-06-98
