EXHIBIT 3.16
CVG LOGISTICS, LLC
LIMITED LIABILITY COMPANY AGREEMENT
THIS LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") is made by
Commercial Vehicle Group, Inc., a Delaware corporation (the "Member"), as of the
28 day of October, 2004.
W I T N E S S E T H:
WHEREAS, the Member desires to cause to be filed with the Delaware
Secretary of State a Certificate of Formation in respect of CVG Logistics, LLC
(the "LLC"), a limited liability company to be formed under the laws of the
State of Delaware; and
WHEREAS, the Member desires to enter into this Agreement as to the affairs
of the LLC and the conduct of its business, and the Member intends that this
Agreement constitute the "limited liability company agreement" of the LLC,
within the meaning of that term as defined in the Delaware Limited Liability
Company Act, Delaware Code Title 6, Section 18-101, et seq. (the "Act");
NOW, THEREFORE, it is agreed and stated as follows:
Section 1. Formation: Member. The LLC shall be and is formed upon (a) the
execution of the Certificate of Formation by Xxxx Xxxxx as the authorized
representative of the Member (the "Authorized Representative"), substantially in
the form of Exhibit A attached hereto and made a part hereof (the "Certificate
of Formation"), and (b) the filing of the Certificate of Formation with the
Delaware Secretary of State. The Member hereby approves and ratifies the
completion, execution, delivery and filing of the Certificate of Formation by
the Authorized Representative on behalf of the Member and the LLC. The Member
shall be the sole "member" of the LLC, as defined in the Act. Whether under this
Agreement, under any other agreement or obligation by which the LLC and/or the
Member may be bound, or pursuant to applicable law, any action or inaction taken
or omitted to be taken by or with the consent of the Member shall bind the LLC.
The Member may delegate such power and authority, including, without limitation,
the delegation of such power and authority to persons appointed as officers of
the LLC.
Section 2. Term. The term of the LLC shall commence with the filing of the
Certificate of Formation with the Delaware Secretary of State. The LLC shall
continue in perpetuity, unless and until the Member consents in writing to
dissolve the LLC. Upon dissolution, the LLC shall be wound up and terminated as
provided in the Act, and the Member shall have the authority to wind up the LLC.
No event described in Section 18-304 of the Act (entitled "Events of
Bankruptcy") involving the Member shall cause the Member to cease to be a member
of the LLC, and the provisions of Section 18-801 of the Act (entitled
"Dissolution") shall not apply to the LLC.
Section 3. Capital Contributions. The Member shall determine the amounts,
forms and timing of capital contributions required of the Member.
Section 4. Tax Matters. So long as the LLC has only one member, the LLC
shall be disregarded as an entity separate from its member, in accordance with
Sections 301.7701-1, -2 and -3 of the regulations promulgated under the Internal
Revenue Code of 1986, as amended, and the provisions of Section 18-503 of the
Act (entitled "Allocation of Profits and Losses") shall not apply to the LLC.
Section 5. Distributions. Distributions of cash or property under
circumstances not involving the liquidation of the LLC, if any, shall be within
the discretion of the Member as to amount, form and frequency, subject to
Section 18-607 of the Act (entitled "Limitations on Distribution"). Upon the
liquidation of the LLC, the Member shall have power to liquidate or to
distribute in kind any and all of the assets of the LLC, and the proceeds of any
such liquidation shall be applied and distributed in accordance with Section
18-804 of the Act (entitled "Distribution of Assets").
Section 6. General Provisions.
(a) No Third Party Beneficiaries. None of the provisions of this Agreement
shall be construed as existing for the benefit of any creditor of the LLC or as
being enforceable by any party not a signatory hereto. There shall be no third
party beneficiaries of this Agreement.
(b) Entire Agreement. This Agreement constitutes the entire "limited
liability company agreement" of the LLC within the meaning of the Act and
contains the entire understanding, agreement and statement of the Member upon
the subject matter of this Agreement and may only be amended, changed or waived
in a writing signed by the Member. The Member acknowledges that the provisions
of the Act shall govern the affairs of the LLC and the conduct of its business,
except as provided in this Agreement.
(c) Provisions Binding. This Agreement shall inure to the benefit of and
be binding upon the Member and the Member's successors and assigns.
(d) Applicable Law. This Agreement shall be interpreted in accordance with
the laws of the State of Delaware.
IN WITNESS WHEREOF, the undersigned officer of the Member has duly
executed this Limited Liability Company Agreement of CVG Logistics, LLC,
effective as of the date and year first above written.
COMMERCIAL VEHICLE GROUP, INC.
(a Delaware corporation)
By: /s/ Xxxx Xxxxx
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Printed Name: Xxxx Xxxxx
Its: Corporate Controller
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