Exhibit 3.12
AMENDED AND RESTATED OPERATING AGREEMENT
This Amended and Restated Operating Agreement is entered into effective as
of January 17, 2003. Reference is made to the Operating Agreement of Elan Home
Systems, L.L.C., a Kentucky limited liability company (the "Company"), dated
August 23, 1995, as amended by amendments nos. 1,2,3,4,and 5 thereto (the
"Original Agreement"). Linear Corporation (the "Member") has this day acquired
all of the membership interests in the Company and hereby amends and restates
the Original Agreement to read in its entirety as follows.
1. Formation. The Company has been organized as a limited liability
company under the Kentucky Limited Liability Company Act (the "Act") by the
filing of articles of organization (the "Articles") with the Kentucky Secretary
of State.
2. Name. The name of the Company shall be Elan Home Systems, L.L.C. and
all Company business shall be conducted in that name or such other name that
complies with applicable law as the Member may select from time to time.
3. Registered Office; Registered Agent Principal Office; Other Offices.
The registered office and registered agent of the Company required by the Act
shall such office or agent as the Member may designate in the manner provided by
law. The principal office of the Company shall be at 0000 Xxxxxx Xxxxx,
Xxxxxxxxx, Xxxxxxxx 00000, or such other office as the Member may designate.
4. Purpose. The purpose of the Company is to engage in any business
activity permitted by the Act.
5. Term. The existence of the Company will continue until August 23, 2025
or until the Company is dissolved pursuant to this Agreement, if shorter.
6. No State-Law Partnership. The Member intends that the Company not be a
partnership or joint venture and that the Member not be a partner or joint
venturer for any purpose other than federal or state tax purposes, and this
Agreement shall not be construed to suggest otherwise.
7. No Additional Capital Contributions Required. The Member shall not be
required to lend any funds to the Company or make any additional capital
contribution to the Company.
8. Liability of Member. The Member shall have no personal liability in its
capacity as Member, whether to the Company or to any creditors of the Company or
to any other third party, for the debts, liabilities, contracts or any other
obligations of the Company, or for any losses of the Company.
9. Capital Account. A capital account shall be established for the Member.
10. Profits and Losses. The Company's profits and losses shall be
allocated to the Member's capital account.
11. Distributions. Distributions shall be made to the Member at such times
and in such amounts as determined by the Member.
12. Management of the Company. The business and affairs of the Company
shall be managed by or under the general direction of, and all rights and powers
of the manager under the Act shall be vested in, the Member. The Member may
designate "Officers" of the Company, including a President, one or more Vice
Presidents, a Treasurer, and a Secretary. Each such Officer shall have only such
power, as the Member shall from time to time designate.
13. Reliance of Third Parties on Authority of Member. No financial
institution or any other person dealing with the Member or any Officer shall be
required to ascertain whether the Member or any Officer is acting in accordance
with this Agreement, but such financial institution or such other person may be
protected in relying solely upon the acts and assurances of and execution of any
instruments by, the Member or any Officer.
14. Exculpation and Indemnification. The Member shall not be liable to the
Company for any loss suffered by the Company. The Member shall be indemnified,
defended and held harmless by the Company to the fullest extent against any
action, suit, inquiry, investigation or proceeding against or involving the
Member by reason of the fact that the Member is or was the manager of the
Company under the Act. Indemnification hereunder shall continue even if the
Member shall have ceased to serve as manager of the Company. The rights granted
the Member under this Section 14 shall be deemed contract rights and no
amendment, repeal or modification of this Section, without the written consent
of the Member, shall have the effect of limiting or denying the Member its
rights hereunder.
15. Dissolution, Liquidation and Termination. The Company shall dissolve
and its affairs wound up upon the determination of the Member.
16. Entire Agreement. This Agreement constitutes the entire agreement of
the Member relating to the Company.
17. Governing Law. This Agreement shall be governed by the laws of the
State of Kentucky, excluding conflict of laws principles.
IN WITNESS WHEREOF, the Member has executed this Agreement.
LINEAR CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
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Its: Vice President
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