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EXHIBIT 3.32
LIMITED LIABILITY COMPANY AGREEMENT
OF
EQUISTAR CLEVELAND COMPANY, LLC
This Limited Liability Company Agreement (this "Agreement") of MeriStar
Laundry, LLC, is entered into between MeriStar Hospitality Operating
Partnership, L.P. ("MeriStar Hospitality") and MeriStar Acquisition Company, LLC
("MeriStar Acquisition"), as members (collectively, the "Members" and
individually, a "Member").
The Members hereby form a limited liability company pursuant to and in
accordance with the Delaware Limited Liability Company Act (6 Del.C. Section
18-101, et seq.), as amended from time to time (the "Act"), and hereby agree as
follows:
1. Name. The name of the limited liability company formed hereby is
EquiStar Cleveland Company, LLC (the "Company").
2. Purpose. The company is formed 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 Corporation Trust Center, 0000 Xxxxxx
Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx, 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
The Corporate Trust Company, Corporation Trust Center, 0000 Xxxxxx Xxxxxx,
Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxxxx, 00000.
5. Members. The names and the business, residence or mailing addresses
of the Members are as follows:
Name Address
---- -------
MeriStar Hospitality Operating 0000 Xxxxxxxxx Xxxxxx, XX
Xxxxxxxxxxx, X.X. Xxxxxxxxxx, XX 00000
MeriStar Acquisition Company, LLC 0000 Xxxxxxxxx Xxxxxx, XX
Xxxxxxxxxx, XX 00000
6. Powers. The business and affairs of the Company shall be managed by
the Members. The Members 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
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powers, statutory or otherwise, possessed by member under the laws of the State
of Delaware. Xxxxxxxxxxx X. Xxxxxxx is hereby designated as an authorized
person, with the meaning of the Act, to execute, deliver and file the
certificate of formation of the Company (and any 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
its members, (b) the entry of a decree of judicial dissolution under Section
18-802 of the Act, or (d) at any time there are no members of the Company,
unless the Company is continued in accordance with the Act.
8. Capital Contributions. The Members have contributed the following
amounts, in cash, and no other property, to the Company:
MeriStar Acquisition $1.00
Company, LLC
MeriStar Hospitality Operating
Partnership, L.P. $99.00
9. Additional Contributions. No Member is 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 proportion tot he capital contributions of the Members.
11. Distributions. Distributions shall be made to the Members at the
times and in the aggregate amounts determined by the Members. Such distributions
shall be allocated among the Members in the same proportion as their then
capital account balances.
12. Assignments. A Member may not assign in whole or in part his
limited liability company interest.
13. Resignation. A Member may not resign from the Company.
14. Liability of Members. The Members shall bot have any liability for
the obligations or liabilities of the Company except to the extent provided in
the Act.
15. 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, have duly executed this Limited Liability Company Agreement as of
the 1st day of January, 2001.
MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P.
a Delaware limited partnership
By: MeriStar Hospitality Corporation
a Maryland corporation, general partner
By: ______________________________________
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President, Legal
MERISTAR ACQUISITION COMPANY, LLC
a Delaware limited liability company
By: Meristar Hospitality Operating Partnership, L.P.
a Delaware limited partnership
By: MeriStar Hospitality Corporation
a Maryland corporation, general partner
By: ______________________________________
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President, Legal
