Ex-3.26
OPERATING AGREEMENT
OF
ARMOR HOLDINGS PAYROLL SERVICES, LLC
This Operating Agreement (this "Agreement") of Armor Holdings Payroll
Services, LLC, a Delaware limited liability company (the "Company"), is entered
into as of the 31st day of December, 2002 by and between Break-Free Armor Corp.,
a Delaware corporation (the "Member"), and the Company.
Pursuant to and in accordance with the Limited Liability Company Act of
the State of Delaware, as amended from time to time (the "LLCA"), the Member
hereby agrees as follows:
1. Name. The name of the limited liability company shall be Armor Holdings
Payroll Services, LLC.
2. Office. The principal office of the Company shall be located at 0000
Xxxxx Xxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxxxx, XX 00000 or such other place or
places as the Member shall determine.
3. Term. The term of the Company commenced as of the date of filing of the
Certificate of Formation of the Company with the Secretary of State of the State
of Delaware and the Company shall be dissolved and its affairs wound up as
provided in said Certificate, in this Agreement, or as otherwise provided in the
LLCA.
4. Purpose. The Company is formed for the purpose of engaging in any
lawful act or activity for which limited liability companies may be organized
under the LLCA and engaging in any and all activities necessary or incidental to
the foregoing.
5. Member. The name and the mailing address of the Member is as follows:
Name Address
---- -------
Break-Free Armor Corp. 0000 Xxxxx Xxxxxxx Xxxxxxx
Xxxxx 000
Xxxxxxxxxxxx, XX 00000
The Member is authorized to admit additional members and/or create
different classes of members.
6. Management; Powers. The business and affairs of the Company shall be
managed by one or more managers (the "Manager"), as determined by the Member.
Any Manager acting alone is authorized to execute any and all documents on
behalf of the Company necessary or appropriate in connection with the
acquisition,
financing, operation, management or development of any property of the Company
and shall have all other rights and powers as designated by the Member. The
initial Managers of the Company are Xxxxx Xxxxx and Xxxxxx Xxxxx.
7. Capital Contributions. The initial capitalization of the Company by the
Member is set forth on Schedule A.
8. Additional Contributions. The Member is not required to make any
additional capital contribution to the Company, provided however, that
additional capital contributions may be made at such time and in such amounts as
the Member shall determine.
9. Allocation of Profits and Losses. The Company's profits and losses
shall be allocated to the Member as set forth on Schedule A.
10. Distributions. Distributions shall be made to the Members at the times
and in the aggregate amounts determined by the Member and in accordance with the
same percentages as profits and losses are allocated.
11. Admission of Additional Members. The Member may cause the Company to
admit one or more additional members to the Company.
12. Liability of Members. The Member shall not have any liability for the
obligations or liabilities of the Company.
13. Exculpation of Member. The Member shall not be liable to the Company
for any breach of duty in such capacity, unless otherwise required by law.
14. 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.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby,
has duly executed this Operating Agreement.
ARMOR HOLDINGS
PAYROLL SERVICES, LLC
By: /s/ Xxxxx Xxxxx
--------------------------------
Name: Xxxxx Xxxxx
Title: Manager
By: /s/ Xxxxxx Xxxxx
--------------------------------
Name: Xxxxxx Xxxxx
Title: Manager
BREAK-FREE ARMOR CORP.
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: President
SCHEDULE A
--------------------------------------------------------------------------------
Name Capital Contribution Allocation of Profits and Losses
--------------------------------------------------------------------------------
Break-Free Armor Corp. $100 100%
--------------------------------------------------------------------------------
