Exhibit 4.30
LIMITED LIABILITY COMPANY AGREEMENT OF
XXXXXXX RESINS, LLC
ARTICLE I
FORMATION AND MEMBERSHIP
SECTION 1.01. Formation. XXXXXXX RESINS, LLC (the "COMPANY") has been
organized as a limited liability company pursuant to the Delaware Limited
Liability Company Act, as amended (the "ACT"). The Act shall govern the rights
and liabilities of the parties hereto except as otherwise expressly stated. The
Company was formed on November 1, 1996.
ARTICLE II
OFFICES, NAME, ETC.
SECTION 2.01. Principal Office. The principal office of the Company shall
be 0000 Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxx Xxxxxx 00000 or such other
place as may be determined from time to time by the Member.
SECTION 2.02. Name. The business of the Company shall be conducted under
the name of "Xxxxxxx Resins, LLC" or such other name as the Member may determine
from time to time.
SECTION 2.03. Term. The term of the Company commenced on the date its
Certificate of Formation was filed with the Secretary of State for the State of
Delaware and shall continue until terminated as hereinafter provided.
SECTION 2.04. Authorized Persons. The actions of Xxxxx X. Xxxxxxx, Esq.,
who executed the Certificate of Formation of the Company as an Authorized Person
of the Company, are hereby ratified.
SECTION 2.05. Resident Agent. The name and address of the Company's
resident agent in Delaware shall be c/o The Corporation Trust Company, 0000
Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000. The Member may change the Company's
registered agent from time to time.
SECTION 2.06. Business Ventures. The Member may engage independently or
with others in other business ventures of every nature and description, and the
Company shall not have any rights in and to such independent ventures or the
income or profits derived therefrom.
ARTICLE III
PURPOSES AND POWERS
SECTION 3.01. Purpose. The Company shall be a limited liability company
organized under the laws of the State of Delaware. Fiber Industries, Inc., a
Delaware corporation, shall be the initial "Member" of the Company. The Company
may engage in any and all lawful acts or activities permitted under the Act.
SECTION 3.02. Powers. In furtherance of the purposes of the Company as set
forth in SECTION 3.01 and in addition to those powers provided in the Act, the
Company hereby has the additional power and authority to enter into any kind of
activity and to perform and carry out contracts of any kind necessary to, or in
connection with, or incidental to, the accomplishment of the purposes of the
Company, so long as said activities and contracts may be lawfully carried on or
performed by a limited liability company under the Act.
ARTICLE IV
MEMBER
The Member shall not be liable for the obligations of the Company solely by
reason of being a Member. The Member shall not be required to make any
additional contributions to the capital of the Company.
ARTICLE V
MANAGEMENT
The powers of the Company shall be exercised exclusively by or under the
exclusive authority of, and the business and affairs of the Company shall be
managed under the exclusive direction and control of, the Manager (or Managers).
The initial Manager is Xxxxx X. Xxxxxxxx, who shall serve until his resignation,
incapacity or death. A Successor Manager or Managers shall be appointed by the
Member.
ARTICLE VI
DISTRIBUTIONS
After providing for the payment of any amounts due on any indebtedness of
the Company and providing for a reasonable reserve for the payment of expenses
of the Company, any remaining cash and other assets funds of the Company may be
distributed to the Member.
ARTICLE VII
INDEMNIFICATION
The Member shall be indemnified in the manner and to the full extent
permitted by the Act. If the Member is threatened to be or is made a party to
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he is, or
was, a Member, he shall be indemnified against expenses (including attorneys'
fees and expenses), judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with any such action, suit or proceeding to
the fullest extent permitted. The foregoing right of indemnification shall in no
way be exclusive of any other rights of indemnification to which such Member may
be entitled under any agreement, or otherwise, and shall continue after such
time as he has ceased to be a Member and shall inure to the benefit of his
heirs, executors and administrators.
-2-
ARTICLE VIII
FISCAL YEAR, ACCOUNTING, INSPECTION OF BOOKS
SECTION 8.01. Fiscal Year and Accounting. Except as otherwise determined by
the Member, the fiscal year of the Company shall be the calendar year. The books
of the Company shall be kept on such method as the Member shall from time to
time determine consistent with generally accepted accounting principles.
SECTION 8.02. Inspection of Books. The books of the Company shall at all
times be available for inspection and audit by the Member at the Company's
principal place of business during business hours.
ARTICLE IX
DISSOLUTION
SECTION 9.01. Events of Dissolution. The Company shall be dissolved at such
time as the Member approves, in writing, the termination and dissolution of the
Company. Without limiting the foregoing, neither (i) the death, disability or
bankruptcy of the Member nor (ii) the transfer of an interest in the Company
shall cause the dissolution of the Company. Upon the dissolution of the Company,
the business of the Company shall continue to be governed by this Agreement
until the winding up of the Company occurs.
SECTION 9.02. Distribution Upon Dissolution. Upon dissolution, after
payment of, or adequate provision for, the debts and obligations of the Company,
the remaining assets of the Company (or the proceeds of sales or other
dispositions in liquidation of the Company's assets) shall be distributed to the
Member. The Company shall terminate when all property has been distributed to
the Member.
ARTICLE X
GENERAL PROVISIONS
SECTION 10.01. Modification. This Agreement may be amended or modified by
the Member.
SECTION 10.02. Governing Law; Severability. All questions with respect to
the construction of this Agreement shall be determined in accordance with the
applicable provisions of the laws of the State of Delaware. If any provision of
this Agreement, or the application thereof to any person or circumstances,
shall, for any reason and to any extent, be invalid or unenforceable, the
remainder of this Agreement and the application of that provision to other
persons or circumstances shall not be affected, but rather shall be enforced to
the extent permitted by law.
SECTION 10.03. Pronouns. Feminine or neuter pronouns shall be substituted
for those of the masculine gender, the plural for the singular and the singular
for the plural, in any place in this Agreement where the context may require
such substitution.
-3-
SECTION 10.04. Titles. The titles of Articles and Sections are included
only for convenience and shall not be construed as a part of this Agreement or
in any respect affecting or modifying its provisions.
IN WITNESS WHEREOF, the undersigned Member has caused this agreement to be
executed as of the 1st day of November, 1996.
XXXXXXX RESINS, LLC
By: FIBER INDUSTRIES, INC., its sole
Member
By:
------------------------------------
Xxxxx X. Xxxxxxxx
Vice President
Fiber Industries, Inc.
-4-
