SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of HILTON GRAND VACATIONS CLUB, LLC a Delaware limited-liability company (the “Company”)
Exhibit 3.18
SECOND AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
of
HILTON GRAND VACATIONS CLUB, LLC
a Delaware limited-liability company
(the “Company”)
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) is made effective as of October 26, 2013 by HILTON RESORTS CORPORATION, a Delaware corporation (“Sole Member”), and each individual or business entity later subsequently admitted to the Company. These individuals and/or business entities shall be known as and referred to as “Members” and individually as a “Member.”
WHEREAS, the Sole Member desires to amend and restates the Existing Agreement in its entirety.
ARTICLE I
Company Formation and Registered Agent
1.2 | NAME. The name of the Company is HILTON GRAND VACATIONS CLUB, LLC. |
1.4 | TERM. The Company shall continue in existence indefinitely, until dissolved by: |
(a) | Members whose capital interest (as defined in Article 2.2) exceeds 50 percent vote for dissolution; or |
(b) | Any event which makes it unlawful for the business of the Company to be carried on by the members; or |
(c) | Any other event causing a dissolution of a Limited Liability Company under the laws of Delaware. |
1.5 | BUSINESS PURPOSE. The purpose of the Company is to engage in any lawful act or activity for which a limited liability company may be formed under the Delaware Limited Liability Company Act. |
1.7 | MEMBERS. The name and business address of the Company’s Sole Member is: Hilton Resorts Corporation,. 0000 XxxxxXxxx Xxxx., Xxxxx 000, Xxxxxxx, Xxxxxxx 00000. |
ARTICLE 2
2.1 | INIT1AL CONTRIBUTIONS. The sole Member initially contributed to the Company $100.00 in cash. |
2.2 | ADDITIONAL CONTRIBUTIONS. Except as provided in Article 6.2, no Member shall be obligated to make any additional contribution to the Company’s capital. |
ARTICLE 3
Profits, Losses and Distributions
ARTICLE 4
4.3 | POWERS OF MANAGEMENT COMMITTEE. The Management Committee is authorized on the Company’s behalf to make all decisions as to: |
(a) | the sale, development, lease or other disposition of the Company’s assets; |
(b) | the purchase or other acquisition of other assets of all kinds; |
(c) | the management of all or any part of the Company’s assets; |
(d | the borrowing of money and the granting of security interests in the Company’s assets; |
(e) | the prepayment, refinancing or extension of any loan affecting the Company’s assets; |
(f) | the compromise or release of any of the Company’s claims or debts; |
(g) | the employment of persons, firms or corporations for the operation and management of the company’s business; and |
(h) | The appointment, from time to time, of such officers and agents of the Company, as the Management Committee deems necessary or advisable, define and modify, from time to time, such officers’ and agents’ duties; provided, however, that the Company shall at all times have at least one officer, employee or representative designated as its President to oversee the operation of the Company, subject in turn to the oversight of the Management Committee. |
In the exercise of their management powers, the members of the Management Committee are authorized to execute and deliver:
(a) | all contracts, conveyances, assignments leases, subleases, franchise agreements, licensing agreements, management contracts and maintenance contracts covering or affecting the Company’s assets; |
(b) | all checks, drafts and other orders for the payment of the company’s funds; |
(c) | all promissory notes, loans, security agreements and other similar documents; and |
(d) | all other instruments of any other kind relating to the Company’s affairs, whether like or unlike the foregoing. |
The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of “nolo contendere” or its equivalent, shall not in itself create a
presumption that the person did or did not act in good faith and in a manner which he reasonably believed to be in the best interest of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his/her conduct was lawful.
4.9 | RECORDS. The Management Committee shall cause the Company to keep at its principal place of business the following: |
(a) | a current list of the names and business addresses of each Member; |
(b) | a copy of the Certificate of Formation, this Company Operating Agreement, and all amendments to both documents; |
(c) | copies of the Company’s federal, state and local income tax returns and reports, if any, for the three most recent years; and |
(d) | copies of any financial statements of the Company for the three most recent years. |
ARTICLE 5
5.1 | MANAGEMENT FEE. Any member of the Management Committee rendering services to the Company shall be entitled to compensation commensurate with the value of such services. |
5.2 | REIMBURSEMENT. The Company shall reimburse the Management Committee and/or Members for all direct out-of-pocket expenses incurred by them in managing the Company. |
ARTICLE 6
6.1 | BOOKS. The Management Committee shall maintain complete and accurate books of account of the company’s affairs at the Company’s principal place of business. Such books shall be kept on such method of accounting as the Management Committee shall select. The Company’s accounting period shall be the calendar year. |
(a) | any additional capital contribution made by him/her; |
(b) | credit balances transferred from his distribution account to his capital account; |
and decreased by:
(i) | distributions to him/her in reduction of Company capital; |
(ii) | the Member’s share of Company losses if charged to his/her capital account. |
6.3 | REPORTS. The Management Committee shall close the books of account after the close of each calendar year, and shall prepare and send to each Member a statement of such Member’s distributive share of income and expense for income tax reporting purposes. |
ARTICLE 7
Executed as of this 25th day of July, 2014
SOLE MEMBER: |
HILTON RESORTS CORPORATION | |||
a Delaware corporation | ||||
By: | /s/ W. Xxxxxx Xxxxxxxxx | |||
Name: | W. Xxxxxx Xxxxxxxxx | |||
Title: | Senior Vice President |