Exhibit 3.45
OPERATING AGREEMENT OF
WESTERN ACCESS SERVICES OF NEW MEXICO, LLC,
A DELAWARE LIMITED LIABILITY COMPANY
THIS OPERATING AGREEMENT (this "Agreement") of Western Access Services of
New Mexico, LLC, a Delaware limited liability company (the "Company"), is
entered into as of June 30, 2003 and shall constitute the "limited liability
company agreement" of the Company within the meaning of Section 18-101(7) of the
Delaware Limited Liability Company Act, Title 6, Delaware Corporations Code,
Section 18-101 et seq., as amended (the "Act").
1.1 Except as otherwise provided in this Agreement, the default
provisions of the Act shall apply to the Company.
1.2 Western Access Services, LLC, a Delaware limited liability company,
shall be the sole "member" of the Company within the meaning of Section
18-101(11) of the Act (the "Member").
1.3 The Member hereby enters into and forms the Company as a limited
liability company in accordance with the Act. The name of the Company shall be
"Western Access Services of New Mexico, LLC".
1.4 The Company shall maintain a Delaware registered office and agent
for the service of process as required by the Act. In the event the registered
agent ceases to act as such for any reason or the registered office shall
change, the Member shall promptly designate a replacement registered agent or
file a notice of change of address, as the case may be.
1.5 The purpose and scope of the Company shall be to engage in such
lawful activities as shall be determined by the Member in its sole and absolute
discretion.
1.6 The term of the Company shall begin as of the date of filing of the
certificate of formation for the Company in accordance with Section 18-201 of
the Act and, unless otherwise specified in a certificate of cancellation filed
by the Member in respect of the Company pursuant to Section 18-203 of the Act,
such term shall continue in perpetuity.
1.7 Title to all Company property shall be held in the name of the
Company; provided, however, that the Company shall make such distributions of
cash and/or property to the Member as the Member shall from time to time
determine in its sole and absolute discretion.
1.8 The Member shall control the management and operation of the Company
in such manner as it shall determine in its sole and absolute discretion. The
Member may appoint, remove and replace Managers and employees of the Company
from time to time in its sole and absolute discretion. Notwithstanding any
provision of this Agreement to the contrary, any contract, agreement, deed,
lease, note or other document or instrument executed on behalf of the
Company by the any Manager shall be deemed to have been duly executed by the
Company and third parties shall be entitled to rely upon each Manager's power to
bind the Company without otherwise ascertaining that the requirements of this
Agreement have been satisfied. The initial Managers of the Company shall be:
Xxxxxxx X. Xxxx
Xxxx X. Xxxxxxx
Xxxx X. Xxxxxx
Xxxxxxx X. Xxxxx, Xx.
1.9 The number of authorized interests upon formation shall be one
hundred (100).
1.10 The Company shall be Manager managed.
1.11 Except as otherwise required by applicable law, neither the Member
nor any Manager shall have any personal liability for the debts and obligations
of the Company.
1.12 The Member shall have no obligation to make any contributions to the
capital of the Company and shall make only such contributions as the Member
shall from time to time determine in its sole and absolute discretion.
1.13 None of the Member or any Manager shall have any obligation to
provide any services to the Company, and the Member and each Manager shall
provide only such services as the Member shall from time to time determine in
its sole and absolute discretion.
1.14 The Company shall indemnify the Member and each Manager to the
fullest extent permitted by law.
1.15 The Member may transfer all or any portion of its interest in the
Company in the Member's sole and absolute discretion. In the event of any such
transfer, this Agreement shall be amended to reflect the respective rights and
obligations of the Member and the transferee or transferees. No person shall be
admitted to the Company as an additional member without the written consent of
the Member, which consent may be withheld in the Member's sole and absolute
discretion.
1.16 The "Western Access Services of New Mexico, LLC" name and xxxx are
the property of the Member. The Company's authority to use such name and xxxx
xxx be withdrawn by the Member at any time without compensation to the Company.
Following the dissolution and liquidation of the Company, all right, title and
interest in and to such name and xxxx shall be held solely by the Member.
1.17 The interpretation and enforceability of this Agreement and the
rights and liabilities of the Member as such shall be governed by the laws of
the State of Delaware as such laws are applied in connection with limited
liability company operating agreements entered into and wholly performed upon in
Delaware by residents of Delaware. To the extent permitted by the Act and other
applicable law, the provisions of this Agreement shall supersede any contrary
provisions of the Act or other applicable law.
1.18 In the event any provision of this Agreement is determined to be
invalid or unenforceable, such provision shall be deemed severed from the
remainder of this Agreement and replaced with a valid and enforceable provision
as similar in intent as reasonably possible to the provision so severed, and
shall not cause the invalidity or unenforceability of the remainder of this
Agreement.
1.19 Any designee of the administrative agent identified in writing after
the occurrence of an Event of Default under the Loan Documents shall be a
Permitted Transferee of the applicable membership interests without the
necessity of any further consent from any member.
1.20 The members hereby agree that the membership interests of the
Company shall be securities governed by Article 8 of the Uniform Commercial Code
of the State of Texas (and the Uniform Commercial Code of any other applicable
jurisdiction).
1.21 This Agreement may be amended, in whole or in part, only through a
written amendment executed by the Member.
1.22 This Agreement contains the entire understanding and intent of the
Member regarding the Company and supersedes any prior written or oral agreement
respecting the Company. There are no representations, agreements, arrangements,
or understandings, oral or written, of the Member relating to the Company which
are not fully expressed in this Agreement.
[Remainder of page intentionally left blank. Signature page(s) follow.]
IN WITNESS WHEREOF, the Member has executed this Agreement as of the date
first above written. Western Access Services, LLC, a Delaware limited liability
company
Western Access Services, LLC, a
Delaware limited liability company
By: /s/ Xxxxxxx X. Xxxxx, Xx.
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Xxxxxxx X. Xxxxx, Xx.,
Manager
