EXHIBIT 3.18
LIMITED LIABILITY COMPANY AGREEMENT
OF
CVG ACQUISITION LLC
LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") of CVG
Acquisition LLC (the "Company") is entered into as of November 18, 2004 by
Commercial Vehicle Group, Inc., a Delaware corporation, as sole member of the
Company (the "Managing Member and "Member").
1. Name. The name of the limited liability company governed hereby
is CVG Acquisition LLC.
2. Purpose. The Company does and will exist for the object and
purpose of, and the nature of the business to be conducted and promoted by the
Company is and will be, engaging in any lawful act or activity for which limited
liability companies may be formed under the Delaware Limited Liability Company
Act (6 Del.C. Section 18-101, et seq.), as in effect from time to time (the
"Act"), and engaging in any and all activities necessary or incidental to the
foregoing.
3. Sole Member. The name and mailing address of the Managing Member
is as follows:
Name Address
---- -------
Commercial Vehicle Group, Inc. 0000 Xxxxxx Xxx
Xxx Xxxxxx, Xxxx 00000
4. Powers. The Managing Member shall manage the Company in
accordance with this Agreement. The actions of the Managing Member taken in such
capacity and in accordance with this Agreement shall bind the Company.
(i) The Managing Member shall have full, exclusive and complete
discretion to manage and control the business and affairs of the Company, to
make all decisions affecting the business, operations and affairs of the Company
and to take all such actions as it deems necessary or appropriate to accomplish
the purpose of the Company as set forth herein. Subject to the provisions of
this Agreement, the Managing Member (and the officers appointed under clause
(ii) below) shall have general and active management of the day-to-day business
and operations of the Company. In addition, the Managing Member shall have such
other powers and duties as may be prescribed by this Agreement. Such duties may
be delegated by the Managing Member to officers, agents or employees of the
Company as the Managing Member may deem appropriate from time to time.
(ii) The Managing Member may, from time to time, designate one or
more persons to be officers of the Company. No officer need be a member of the
Company. Any officers so designated will have such authority and perform such
duties as the Managing Member may, from time to time, delegate to them. The
Managing Member may assign titles to particular officers, including, without
limitation, President, one or more Vice Presidents, Treasurer and
Secretary. Each officer will hold office until his or her successor will be duly
designated and will qualify or until his or her death or until he or she will
resign or will have been removed. Any number of offices may be held by the same
person. The salaries or other compensation, if any, of the officers and agents
of the Company will be fixed from time to time by the Managing Member or by any
officer acting within his or her authority. Any officer may be removed as such,
either with or without cause, by the Managing Member whenever in his, her or its
judgment the best interests of the Company will be served thereby. Any vacancy
occurring in any office of the Company may be filled by the Managing Member. The
names of the initial officers of the Company, and their respective titles, are
set forth on the attached Schedule 1. Such officers are authorized to control
the day-to-day operations and business of the Company.
5. Tax Elections. The fiscal and taxable year of the Company shall
be the calendar year.
6. 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
Managing Member, (b) the death, retirement, resignation, expulsion, insolvency,
bankruptcy or dissolution of the Managing Member, or (c) the occurrence of any
other event which terminates the continued membership of the Managing Member in
the Company.
7. Allocation of Profits and Losses. The Company's profits and
losses shall be allocated to the Member.
8. Liability of Member. The Member shall not have any liability for
the obligations or liabilities of the Company except to the extent provided in
the Act.
9. Governing Law. This Agreement shall be governed by, and construed
under, the internal laws of the State of Delaware, all rights and remedies being
governed by said laws.
* * * * *
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IN WITNESS WHEREOF, the undersigned, intending to be legally bound
hereby, has duly executed this Limited Liability Company Agreement as of the
date first written above.
COMMERCIAL VEHICLE GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
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SCHEDULE I
INITIAL CAPITAL CONTRIBUTION
Member Capital Contribution Units
Commercial Vehicle Group, Inc. $10.00 1,000
INITIAL OFFICERS
President Xxxxxx Xxxx
Vice President Xxxxxx X. Xxxxxx
Vice President Xxxxxx X. Xxxxxx
Treasurer and Secretary Xxxx X. Xxxxx
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