Exhibit 3.1
LIMITED LIABILITY COMPANY AGREEMENT
OF
COMPASS ASSET ACCEPTANCE COMPANY, L.L.C.
This Limited Liability Company Agreement (this "Agreement") of Compass
Asset Acceptance Company, L.L.C. (the "Company") is entered into by Compass
Bank, a specialty finance company organized under the laws of the State of
Delaware, as the initial member of the Company (the "Initial Member" and
together with the other members of the Company from time to time, the
"Members").
The Initial Member hereby forms a limited liability company pursuant to
and in accordance with the Delaware Limited Liability Company Act, as amended
from time to time (the "Act"), and hereby agrees as follows:
1. NAME The name of the limited liability company
formed hereby is Compass Asset Acceptance
Company, L.L.C.
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 0000
Xxxxxx Xxxxxx, Xxxxxxxxx Trust Office, in
the City of Wilmington, County of Xxx
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
Corporation Trust Company, 0000 Xxxxxx
Xxxxxx, Xxxxxxxxx Trust Office, in the City
of Wilmington, County of Xxx Xxxxxx,
Xxxxxxxx 00000.
5. INITIAL MEMBER The name and the business, residence or
mailing address of the Initial Member is as
follows:
Name Address
---- -------
Compass Bank 00 Xxxxx 00xx Xxxxxx
Xxxxxxxxxx, Xxxxxxx 00000
6. POWERS 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 powers,
statutory or otherwise, possessed by members
under the laws of the State
of Delaware. The Members shall have the
authority to bind the Company.
7. DIRECTORS The business and affairs of the Company
shall be managed by or under the direction
of a Board of one or more Directors
designated by the Members. The Members may
determine at any time in their sole and
absolute discretion the number of Directors
to constitute the Board. The authorized
number of Directors may be increased or
decreased by the Members at any time in
their sole and absolute discretion, upon
notice to all Directors. The initial number
of Directors shall be one. Each Director
elected, designated or appointed by the
Members shall hold office until a successor
is elected and qualified or until such
Director's earlier death, resignation,
expulsion or removal by the Members.
Directors need not be a Member. The initial
Directors designated by the Initial Member
are listed on Schedule A hereto.
The Board of Directors shall have the power
to do any and all acts necessary, convenient
or incidental to or for the furtherance of
the purposes described herein, including all
powers, statutory or otherwise. The Board of
Directors has the authority to bind the
Company. At all meetings of the Board, a
majority of the Directors shall constitute a
quorum for the transaction of business and
the act of a majority of the Directors
present at any meeting at which there is a
quorum shall be the act of the Board. Any
action required or permitted to be taken at
any meeting of the Board may be taken
without a meeting if all members of the
Board consent thereto in writing, and the
writing or writings are filed with the
minutes of proceedings of the Board.
8. OFFICERS The initial Officers of the Company shall be
designated by the Initial Member. The
successor Officers of the Company shall be
chosen by the Board and shall consist of at
least a President, a Secretary and a
Treasurer. Any number of offices may be held
by the same person. The Board shall choose a
President, a Secretary and a Treasurer. The
Board may appoint such other Officers and
agents as it shall deem necessary or
advisable who shall hold their offices for
such terms and shall exercise such powers
and perform such duties as shall be
determined from time to time by the Board.
The Officers of the Company shall hold
office until their successors are chosen and
qualified. Any Officer may be removed at any
time, with or without cause, by the
affirmative vote of a majority of the Board
or by the Members. Any vacancy occurring in
any office of the Company shall be filled by
the Board. The initial Officers of the
Company designated
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by the Initial Member are listed on Schedule
B hereto.
The Officers, to the extent of their powers
set forth in on Schedule C of this Agreement
or otherwise vested in them by action of the
Board not inconsistent with this Agreement,
are agents of the Company for the purpose of
the Company's business and the actions of
the Officers taken in accordance with such
powers shall bind the Company.
9. 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
the Members or (b) the entry of a decree of
judicial dissolution under Section 18-802 of
the Act.
10. CAPITAL The Initial Member has contributed $10,
CONTRIBUTIONS in cash, and no other property, to the
Company.
11. ADDITIONAL No Member is required to make any
CONTRIBUTIONS additional capital contribution to the
Company.
12. ALLOCATION OF The Company's profits and losses shall be
PROFITS AND allocated in proportion to the capital
LOSSES contributions of the Members.
13. 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
capital account balances.
14. ASSIGNMENTS A Member may assign its limited liability
company interest in whole or in part only
with the consent of the other Members.
15. RESIGNATION Without the consent of the remaining
Members, a Member may not resign from the
Company.
16. ADMISSION OF One (1) or more additional members of the
ADDITIONAL Company may be admitted to the Company with
MEMBERS the consent of the Initial Member and upon
being so admitted shall become bound by all
of the terms of this Agreement and shall
execute a written joinder to this Agreement.
17. LIABILITY The Members shall not have any liability for
the obligations or liabilities of the
Company except to the extent provided in the
Act. The Company shall indemnify each Member
for its actions as Member to the fullest
extent permitted by law. The Company shall
indemnify its Directors and Officers for
their actions as Directors or Officers, as
applicable, to the fullest extent permitted
by law.
18. 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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19. AMENDMENT This Agreement may be amended in writing by
the Members.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound
hereby, has duly executed this Limited Liability Company Agreement as of the
17th day of June 2002.
COMPASS BANK
By: /s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: General Counsel
Assistant Secretary
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SCHEDULE A
DIRECTORS
1. Xxxxx X. Xxxxxx
SCHEDULE B
OFFICERS TITLE
1. Xxxxx X. Xxxxxx President
2. Xxxxx X. Xxxxxx Treasurer
3. Xxxxx X. Xxxxxx Secretary
SCHEDULE C
POWERS AND DUTIES OF THE OFFICERS
President.
---------
The President shall be the chief executive officer of the Company, shall preside
at all meetings of the Board, shall be responsible for the general and active
management of the business of the Company and shall see that all orders and
resolutions of the Board are carried into effect. The President or any other
Officer authorized by the President or the Board shall execute all bonds,
mortgages and other contracts, except: (i) where required or permitted by law or
this Agreement to be otherwise signed and executed or (ii) where signing and
execution thereof shall be expressly delegated by the Board to some other
Officer or agent of the Company.
Secretary.
---------
The Secretary shall be responsible for filing legal documents and maintaining
records for the Company. The Secretary shall attend all meetings of the Board
and record all the proceedings of the meetings of the Company and of the Board
in a book to be kept for that purpose and shall perform like duties for the
standing committees when required. The Secretary shall give, or shall cause to
be given, notice of all meetings of the Members, if any, and special meetings of
the Board, and shall perform such other duties as may be prescribed by the Board
or the President, under whose supervision the Secretary shall serve.
Treasurer.
---------
The Treasurer shall have the custody of the Company funds and securities and
shall keep full and accurate accounts of receipts and disbursements in books
belonging to the Company and shall deposit all moneys and other valuable effects
in the name and to the credit of the Company in such depositories as may be
designated by the Board. The Treasurer shall disburse the funds of the Company
as may be ordered by the Board, taking proper vouchers for such disbursements,
and shall render to the President and to the Board, at its regular meetings or
when the Board so requires, an account of all of the Treasurer's transactions
and of the financial condition of the Company.
