EXHIBIT 3.5
LIMITED LIABILITY COMPANY AGREEMENT
OF
AVALON CABLE OF MICHIGAN LLC
This Limited Liability Company Agreement (this "Agreement") of Avalon
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Cable of Michigan LLC is entered into as of November 6, 1998 by Avalon Cable
LLC, a Delaware limited liability company, as sole member (the "Member").
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The Member hereby forms a limited liability company pursuant to and in
accordance with the Delaware Limited Liability Company Act (6 Del.C. (S) 18-101,
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et seq.), as amended from time to time (the "Act"), and hereby agrees as
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follows:
1. Name. The name of the limited liability company formed hereby
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(the "Company") is Avalon Cable of Michigan LLC.
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2. Purpose. The Company is formed for the object and purpose of,
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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. Members. The name and mailing address of the sole Member is as
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follows:
Name Address
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Avalon Cable LLC 000 Xxxx 00xx Xxxxxx
Xxxxxxxxx X
Xxx Xxxx, XX 00000
4. Powers. The Member, as the sole Member of the Company, shall
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manage the Company in accordance with this Agreement. The actions of the Member
taken in such capacity and in accordance with this Agreement shall bind the
Company.
i. The Member shall have full, exclusive and complete discretion to
manage and control the business and affairs of the Company, to make all
decisions affecting the business, operations and affairs of the Company and
to take all such actions as it deems necessary or appropriate to accomplish
the purpose of the Company as set forth herein. Subject to the provisions
of this Agreement and the "Investment Documents" (as defined in the limited
liability company agreement for the sole Member), the Member (and the
officers appointed under clause (iv) below) shall have general and active
management of the day to day business and operations of the Company. In
addition, the Member shall have such other powers and duties as may be
prescribed by this Agreement. Such duties may be delegated
by the Member to officers, agents or employees of the Company as the Member
may deem appropriate from time to time.
ii. The Member may, from time to time, designate one or more persons
to be officers of the Company. No officer need be a Member or a manager of
the Company. Any officers so designated will have such authority and
perform such duties as the Member may, from time to time, delegate to them.
The Member may assign titles to particular officers, including, without
limitation, chief executive officer, president, vice president, chief
operating officer, secretary, assistant secretary, treasurer and assistant
treasurer. Each officer will hold office until his or her successor will
be duly designated and will qualify or until his or her death or until he
or she will resign or will have been removed. Any number of offices may be
held by the same person. The salaries or other compensation, if any, of
the officers and agents of the Company will be fixed from time to time by
the Member. Any officer may be removed as such, either with or without
cause, by the Member whenever in his, her or its judgment the best
interests of the Company will be served thereby. Any vacancy occurring in
any office of the Company may be filled by the Member. The names of the
initial officers of the Company, and their respective titles, are set forth
on the attached Schedule 1.
6. Tax Elections. The fiscal and taxable year of the Company shall
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be the calendar year.
7. Dissolution. The Company shall dissolve, and its affairs shall
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be wound up upon the first to occur of the following (a) the written consent of
the Member, (b) the death, retirement, resignation, expulsion, insolvency,
bankruptcy or dissolution of the Member or (c) the occurrence of any other event
which terminates the continued membership of the Member in the Company.
8. Allocation of Profits and Losses. The Company's profits and
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losses shall be allocated to the Member.
9. Liability of Member. The Member shall not have any liability for
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the obligations or liabilities of the Company except to the extent provided in
the Act.
10. Governing Law. This Agreement shall be governed by, and
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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 as of the
date first written above.
AVALON CABLE LLC
By:________________________________
Its:_______________________________
SCHEDULE 1
INITIAL OFFICERS
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Xxxxx Xxxxx Chairman and Assistant Secretary
Xxxx Xxxxx President, Chief Executive Officer and Secretary
Xxxxx Xxxxxx Vice President and Assistant Secretary
Xxx Xxxxxxxx Vice President and Assistant Secretary
