EXHIBIT 3.8
LIMITED LIABILITY COMPANY AGREEMENT
OF
AMERIDRIVES INTERNATIONAL, LLC
THIS LIMITED LIABILITY COMPANY AGREEMENT of Ameridrives International, LLC (the
"AGREEMENT") is effective as of January 1, 2006.
RECITALS:
A. Xxxxxxxx X. Xxxxxx, as an authorized person, has executed and filed a
Certificate of Formation, dated December 21, 2005 (the "CERTIFICATE"), to form
"Ameridrives International, LLC" (the "COMPANY") as a limited liability company
under and pursuant to and in accordance with the Delaware Limited Liability
Company Act, as amended (6 Del. C. Section 18-101, et seq.) (the "ACT"). The
powers of the authorized person shall terminate upon the filing of the
Certificate.
B. American Enterprises MPT Corporation. is the sole member of the Company (the
"MEMBER").
C. By executing this Agreement, the Member hereby ratifies the Certificate and
adopts this Agreement to set forth the terms governing the affairs of the
Company and the conduct of its business.
TERMS OF AGREEMENT:
1. Name. The name of the Company is Ameridrives International LLC. The Member
may change the name of the Company from time to time.
2. Purpose and Powers. The purpose of the Company is to engage in any lawful act
or activity for which a limited liability company may be organized under the
Act. The Company shall have all power necessary or convenient for the conduct,
promotion, or attainment of such acts and activities.
3. Registered Office and Agent. The address of the Company's registered office
in the State of Delaware is Corporation Service Company, 0000 Xxxxxxxxxxx Xxxx,
Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx 00000-0000. The name of the Company's registered
agent at such address is Corporation Service Company.
4. Capital Contributions. As of the date of this Agreement, the Member is the
sole member of the Company. The Member has made an initial contribution to the
capital of the Company in respect of the entire limited liability company
interest (within the meaning of the Act) of the Company (the "INTEREST").
Except to the extent required under the Act, the Member shall not be required to
make any additional contributions to the capital of the Company.
5. Interests Governed by Article 8; Certificates. Limited liability company
interests in the Company, including the Interest, shall be securities governed
by Article 8 of the Delaware Uniform Commercial Code. The Company shall have the
authority to issue certificates of limited liability company interests
evidencing limited liability company interests in the Company, including the
Interest, in accordance with Section 18-702(c) of the Act.
6. Member Managed. The Member shall have the exclusive power and authority to
manage the business and affairs of the Company and to make all decisions with
respect thereto. Except as otherwise expressly provided in this Agreement, the
Member or persons designated by the Member, including officers and agents
appointed by the Member, shall be the only persons authorized to execute
documents on behalf of the Company.
7. Officers; Agents.
(a) Authority to Appoint and Remove. The Member shall have the power to appoint
agents (who may be referred to as officers) to act for the Company with such
titles, if any, as the Member deems appropriate and to delegate to such officers
or agents such of the powers as are granted to the Member hereunder, including
the power to execute documents on behalf of the Company, as the Member in its
sole discretion may determine.
(b) Officers. The officers of the Company, if any, shall be elected or appointed
by the Member from time to time in its discretion. Any two or more offices may
be held by the same person. The officers of the Company as of the date of this
Agreement are (i) a President, (ii) a Chief Executive Officer, (iii) a
Treasurer, (iv) a Chief Financial Officer, (v) a Secretary The Member may change
the officers of the Company at any time. The persons appointed as officers as of
the date of this Agreement are as follows:
Xxxxxxx X. Xxxx President and Chief Executive Officer
Xxxxx Xxxx Chief Financial Officer, Treasurer and Secretary
The Member from time to time may appoint one or more other persons to serve as
officers of the Company and may remove any person serving as an officer, with or
without cause, at any time. Each officer shall hold his or her respective office
for any term specified by the Member unless earlier removed by the Member. Any
officer or agent of the Company may resign at any time by giving written notice
to the Member. Any such resignation shall take effect at the time specified
therein or, if no time is specified, upon receipt thereof; and unless otherwise
specified therein, acceptance of such resignation shall not be necessary to make
it effective. The officers of the Company shall be entitled to such salary or
other compensation as the Member shall determine.
(c) Powers and Authority. Unless otherwise specified by the Member, the duties
and authority of the officers to act on behalf of the Company shall include the
same duties and authority to act on behalf of a Delaware corporation as an
officer of a Delaware corporation with the same title would have in the absence
of a specific delegation of authority. Third parties dealing with the Company
shall be entitled to rely conclusively upon the power and authority of the
officers of the Company as set forth herein. All officers other than the
President shall report to the President.
8. Limitation on Liability; Indemnification. Except as otherwise provided in the
Act, the debts, obligations, and liabilities of the Company, whether arising in
contract, tort, or otherwise, shall be solely the debts, obligations, and
liabilities of the Company. None of the Member and any officers, employees, and
agents of the Company or the Member shall be obligated personally for any debt,
obligation, or liability of the Company solely by reason of his, her, or its
status as such Member, officer, employee, or agent. In accordance with Section
18-108 of the Act, the Company shall indemnify and hold harmless the Member and
each officer of the Company (individually, in each case, an "INDEMNITEE") to the
fullest extent permitted by law from and against any and all losses, claims,
demands, costs, damages, liabilities (joint or several), expenses of any nature
(including attorneys' fees and disbursements), judgments, fines, settlements,
and other amounts arising from any and all claims, demands, actions, suits, or
proceedings, whether civil, criminal, administrative or investigative, in which
the Indemnitee may be involved, or threatened to be involved as a party or
otherwise, arising out of or incidental to the business or activities of or
relating to the Company, regardless of whether the Indemnitee continues to be a
Member or an officer of the Company at the time any such liability or expense is
paid or incurred, but only if the Indemnitee's course of conduct does not
constitute willful misconduct; provided, however, that the foregoing shall not
require the Company to indemnify any person in connection with any claim,
action, suit, proceeding or counterclaim initiated by or on behalf of such
person.
9. Distributions. The Member shall have the authority and discretion to
determine from time to time the amount of cash and any other property that is
available for distribution to the Member and may cause the Company to distribute
such cash and property to the Member, subject to the Act or other applicable
law.
10. Term. The Company shall dissolve and its affairs shall be wound up at the
election of the Member or upon the occurrence of an event of dissolution under
the Act; provided, however, that the Company shall not be dissolved upon the
occurrence of an event of dissolution under the Act to the extent permitted
under the Act.
11. Winding Up and Distribution Upon Dissolution. Upon dissolution of the
Company, the Member shall wind up the business and affairs of the Company, and
shall cause all property and assets of the Company to be distributed as follows,
unless otherwise required by mandatory provisions of applicable law:
(a) first, all of the Company's debts, liabilities, and obligations, including
any loans or advances from the Member (to the extent otherwise permitted by
law), shall be paid in full or reserves therefore shall be set aside; and
(b) any remaining assets shall be distributed to the Member.
12. Amendments. The Member at any time and from time to time may amend this
Agreement by executing a written amendment.
13. Governing Law. This Agreement and the rights and obligations of the parties
hereunder shall be governed by and interpreted, construed, and enforced in
accordance with the laws of the State of Delaware without regard to the
principles of conflicts of laws.
IN WITNESS WHEREOF, the Member has caused this Limited Liability Company
Agreement to be duly executed on its behalf as of January 1, 2006.
American Enterprises MPT Corporation
By: /s/ Xxxxx Xxxx
-----------------------------
Name: Xxxxx Xxxx
Title: Chief Financial Officer
AMERIDRIVES INTERNATIONAL LLC AGREEMENT
