HomeMy WebLinkAboutLLC Agreement06/16/08 THU 20:35 FAI
LIMITED LIABILITY COMPANY AGREEMENT
OF
FUEL MI.AMI 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 Iloidings LLC, a Delaware limited liability company, as sole member (the "Member"),
WHEREAS, the Company was formed es 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 "Company").
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. 618-101. et sect.), as in effect from time
to time (the "Act"), and engaging in any and all 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 10001
Telephone: (212) 79b-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 Pull, 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)
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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 deem 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 time 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 until
his ar her successor will be duly designated and will qualify ar until his or her death or until he
or she will resign ar 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 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 I. Such officers are authorized to control the day to day operations and business of the
Company.
5. Tax lylections. The fiscal and taxable year of the Company shall be the
calendar year.
6. piwlution. 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.
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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 wriiten
above.
FUEL OUTDOOR HOLDINGS LLC
By:
Name: Michael A. Freedman
Title: Chief Executive Officer
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Schedule 1
Initial Officers
Name
Title
Michael A. Freedman
Chief Executive Officer
Seth H. Lippert
President
Sergio Fernandez de Cordova
Executive Vice President - Real Estate
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