EXHIBIT 3.54
LIMITED LIABILITY COMPANY AGREEMENT
OF
PRIMEDIA WORKPLACE LEARING LLC
This Limited Liability Company Agreement (this "Agreement") of
PRIMEDIA Workplace Learning LLC (the "Company") is entered into, effective as of
April 18, 2002 (the "Effective Date"), by Xxxx Publishing Companies, Inc.
("Xxxx"), as its sole member (the "Member").
WHEREAS, the Certificate of Formation of PRIMEDIA Workplace Learning
LLC was filed with the Secretary of State of the State of Delaware on April 18,
2002 (the "Formation Certificate"); and
NOW, THEREFORE, in furtherance of the filings of the Certificates, the
Member hereby forms the Company, effective as of the Effective Date, as a
limited liability company pursuant to and in accordance with the Delaware
Limited Liability Company Act (6 DEL.C. Sec. 18-101, ET SEQ.), as amended from
time to time (the "Act"), as follows:
1. NAME. The name of the Company is PRIMEDIA Workplace Learning LLC.
2. PURPOSE. The Company is formed, effective as of the Effective
Date, 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 c/o National Registered Agents, Inc. 0 Xxxx
Xxxxxxxxxx Xxxxxx, Xxxxx, Xxxxxxxx 00000.
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
National Registered Agents, Inc. 0 Xxxx Xxxxxxxxxx Xxxxxx, Xxxxx, Xxxxxxxx
00000.
5. MEMBER. The name and the business address of the Member is Xxxx
Publishing Companies, Inc., c/o PRIMEDIA Inc., 000 Xxxxx Xxxxxx, Xxx Xxxx, XX
00000.
6. POWERS. The business and affairs of the Company shall be managed
by the Member. 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 hereby confirms the designation of
Xxxxxxx X. Xxxxx as an authorized person,
within the meaning of the Act, to execute, deliver and file the Certificates
(and any further amendments and/or restatements thereof) and any other
certificates (and any amendments and/or restatements thereof) necessary for the
Company to qualify to do business in a jurisdiction in which the Company may
wish to conduct business.
7. DISSOLUTION. The Company shall dissolve, and its affairs shall be
wound up, upon the first to occur of the following: (a) the written consent of
the Member, (b) the entry of a decree of judicial dissolution under Section
18-802 of the Act, or (c) at any time there are no members of the Company,
unless the Company is continued in accordance with the Act.
8. CAPITAL CONTRIBUTIONS. The Member has contributed certain assets
to the Company upon the terms and subject to the conditions set forth therein.
9. ADDITIONAL CONTRIBUTIONS. The Member is not required to make any
additional capital contribution to the Company.
10. ALLOCATION OF PROFITS AND LOSSES. The Company's profits and
losses shall be allocated in full to the Member.
11. 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 in full to the Member.
12. ASSIGNMENTS. The Member may assign in whole or in part its
limited liability company interest to any third party in its sole and absolute
discretion.
13. RESIGNATION. The Member may not resign from the Company.
14. ADMISSION OF ADDITIONAL MEMBERS. One or more additional members
of the Company may be admitted to the Company with the consent of the Member.
15. LIABILITY OF MEMBER. The Member shall not have any liability for
the obligations or liabilities of the Company except to the extent provided in
the Act.
16. 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.
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IN WITNESS WHEREOF, the undersigned, intending to be legally bound
hereby, has duly executed this Limited Liability Company Agreement, effective as
of the Effective Date, on the 18th day of April, 2002.
XXXX PUBLISHING COMPANIES, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------
Xxxxxxx X. Xxxxx, Vice Chairman
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