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HomeMy WebLinkAboutCertificate of Formation 3CERTIFICATE OF FORMATION OF FUEL ?VI.,IANII LLC This Certificate of Formation of Fuel Miami LLC (the "LLC') ha been duly executed and is being filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Act (6 Del. C. § 18-201, et. seq.). FIRST. The name of the limited liability company formed hereby is Fuel Miami SECOND, The address of the registered office of the LLC in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. THIRD. The name and address of the registered agent for service of process on the LLC in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. IN WITNESS. WIIEREOF, the undersigned has duly executed this Certificate of Formation as of this 1 5th day of June, 2006. LLC. awl rtMai. State of ❑s2aNare Secretary of State Division of Corporations Delivered 0201 PM 06/15/2006 FILED 01;59 PM 06/13/2006 SRV 060579111 - 4153709 FILE By: Is/ IIenry Roses _ Name: Henry Rosas Title: Authorized Person 06/15/OU THU 20:35 FAX LIMITED LIABILITY COMPANY AGREEMENT OF FUEL MIAMI LLC LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") of Fuel Miami LLC, a Delaware limited liability company, is entered into as of June 15, 2006 by Fuel Outdoor Ioldings LLC, a Delaware limited liability company, as sole member (the "Member"). • WHEREAS, the Company was formed as a limited liability company under the Limited Liability Company Act of the State of Delaware; and WHEREAS, the Member desires to enter into this Agreement in order to formally establish the manner in which the business and affairs of the Company shall be managed; 1. Name. The name of the limited liability company governed hereby is Fuel Miami LLC (the "CoTnpanv"). 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. §18-101. et sea), as in effect from time to .time (the "Act"), and engaging in any and u11 activities necessary or incidental to the foregoing. follows: 3. Members. The name and mailing address of the sole Member are as Name Address Fuel Outdoor Holdings LLC 421 Seventh Avenue Third Floor New York, NY 1000I Telephone: (212) 796-0505 Facsimile: (212) 629-9701 4. Powers, The Member of the Company, shall manage the Company in accordance with this Agreement. The actions of the Member taken in such capacity and in accordance with this Agreement shall bind the Company. The Company shall not have any "manager," as that term is defined in the Act. (i) The 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 Member (and the officers appointed under clause (ii) below) um 11S9lr37.f 0002 it44/' 06/15/06 THU 20:36 MI shall have general and active management of the day to day business and operations of the Company. In addition, the Member shall have such other powers and duties as may be prescribed by this Agreement. Such duties may be delegated by the Member to officers, agents or employees of the Company as the Member may dean appropriate from time to time. (ii) The 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 Member may, from tirne to time, delegate to them. The Member may assign titles to particular officers, including, without limitation, chairman, chief executive officer, president, vice president, chief operating officer, secretary, assistant secretary, treasurer and assistant treasurer. Each officer will hold office unfit 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 saute 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 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 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 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 Member, (b) the death, retirement, resignation, expulsion. insolvency, bankruptcy or dissolution of the Member. or (c) the occurrence of any other event which terminates the continued membership of the 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. 2 U611191123.1 2003 ty.of 08/15/08 TAU 20:38 FAX 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. F[TEL OUTDOOR HOLDINGS LLC By: Name: Michael A. Freedman Title: Chief Executive Officer 3 K&F 1719R91,11 �004 O6/15/06 THU 20:36 FAX Scheciule_1 Initial Officers Name Title Michael A. Freedman Chief Executive Officer Seth H. Lippert President Sergio Fern&ndez de Cordova Executive Vice President - Real Estate 4 r 1uvasu,1 L1a65