Exhibit 3.30
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| John H. Merrill | | P. O. Box 5616 |
| Secretary of State | | Montgomery, AL 36103-5616 |
STATEOF ALABAMA
I, John H. Merrill, Secretary of State of Alabama, having custody of the
Great and Principal Seal of said State, do hereby certify that
as appears on file and of record in this office, the pages hereto attached, contain a
true, accurate, and literal copy of the Articles of Formation filed on behalf of
Camber Technical Services, L.L.C., as received and filed in the Office of the
Secretary of State on 04/26/2004.
| | |
 | | In Testimony Whereof, I have hereunto set my hand and affixed the Great Seal of the State, at the Capitol, in the city of Montgomery, on this day. 11/08/2017 Date |
| |
| 20171108000025312 | | /s/ John H. Merrill |
| | John H. Merrill Secretary of State |
ARTICLES OF ORGANIZATION
OF
ALDER, L.L.C.
Under the Limited Liability Company Act
of the State of Alabama
This instrument prepared by:
John R. Wynn, Esquire
Lanier Ford Shaver & Payne P.C.
200 West Side Square, Suite 5000
Post Office Box 2087
Huntsville, Alabama 35804
RECEIVED
APR 30 2004
SECRETARY OF STATE
ARTICLES OF ORGANIZATION
OF
ALDER, L.L.C.
INDEX
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ARTICLE | | PAGE | |
ARTICLE I - NAME | | | 1 | |
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ARTICLE II - REGISTERED OFFICE AND REGISTERED AGENT | | | 1 | |
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ARTICLE III - PERIOD OF DURATION | | | 1 | |
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ARTICLE IV - PURPOSE; POWERS | | | 2 | |
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ARTICLE V - INITIAL MEMBER; ORGANIZER; MEMBERSHIP INTERESTS | | | 2 | |
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ARTICLE VI - ADDITIONAL MEMBERS | | | 3 | |
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ARTICLE VII - MANAGEMENT | | | 3 | |
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ARTICLE VIII - CAPITAL CONTRIBUTIONS AND ACCOUNTS | | | 3 | |
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ARTICLE IX - DISTRIBUTIONS | | | 3 | |
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ARTICLE X - WITHDRAWAL; ASSIGNMENT | | | 4 | |
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ARTICLE XI - TAX PROVISIONS | | | 4 | |
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ARTICLE XII - LIQUIDATION | | | 6 | |
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ARTICLE XIII - OPERATING AGREEMENT | | | 6 | |
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ARTICLE XIV - MISCELLANEOUS | | | 6 | |
ARTICLES OF ORGANIZATION
OF
ALDER, L.L.C.
These Articles of Organization of ALDER, L.L.C., are made and entered into on this the 26th day of April, 2004, by Camber Corporation, for the purpose of forming a limited liability company pursuant to the Alabama Limited Liability Company Act (the “Act”), as follows:
ARTICLE I
NAME
The name of the limited liability company is ALDER, L.L.C. (the “Company”).
ARTICLE II
REGISTERED OFFICE AND REGISTERED AGENT
The street address of the initial registered office of the limited liability company is 635 Discovery Drive, Huntsville, Alabama 35806, and the name of the initial registered agent at such address is Kelly Peevy. Either the registered office or the registered agent may be changed in the manner provided by law.
ARTICLE III
PERIOD OF DURATION
The limited liability company shall have perpetual existence, except that the limited liability company shall be dissolved upon the occurrence of one of the following:
(1) Vote of the holders of a majority of the membership interests to dissolve the Company.
(2) When there is no remaining member, unless either of the following:
(a) The holders of all of the financial rights in the limited liability company agree in writing, within ninety (90) days after the cessation of membership of the last member, to continue the legal existence and business of the limited liability company and to appoint one or more new members; or
RECEIVED
APR 30 2004
SECRETARY OF STATE
(b) The legal existence and business of the limited liability company is continued and one or more new members are appointed by the holders of all of the financial rights in the limited liability company.
(3) When the limited liability company is not the successor limited liability company in the merger or consolidation with one or more limited liability companies or other entities.
(4) Entry of a decree of judicial dissolution underSection 10-12-38 of the Act, as amended.
ARTICLE IV
PURPOSE; POWERS
1.Purpose. The Company is formed for the purpose of providing services to government and commercial enterprises. In furtherance of the purpose of the Company as set forth above, the Company shall have the power and authority to take all actions necessary, useful or appropriate to accomplish its purpose, including, but not limited to, the conduct of business and exercise of all powers authorized by the Act.
2.General Powers. Except as restricted by these Articles of Organization, the limited liability company shall have all powers and rights which a limited liability company may exercise legally pursuant to the Act. The limited liability company shall have the right to do everything necessary, suitable or proper for accomplishment of any of its purposes or in furtherance of any of its powers. The limited liability company may have additional powers as enumerated in its Operating Agreement.
ARTICLE V
INITIAL MEMBER; ORGANIZER; MEMBERSHIP INTERESTS
The name and mailing address of the initial member and organizer of the Company and the respective interest of such member in profits, losses, distributions, capital and other Company items is as follows:
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| NAME | | ADDRESS | | INTEREST |
Camber Corporation | | 635 Discovery Drive | | 100% |
| | Huntsville, Alabama 35806 | | |
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ARTICLE VI
ADDITIONAL MEMBERS
The member by written consent shall have the right to admit additional members. Where there are two or more members, the members holding over fifty percent (50%) of the membership interests may admit additional members.
ARTICLE VII
MANAGEMENT
The business and affairs of the Company shall be managed by the members. Each member shall participate equally in the management and affairs of the Company. No member shall be entitled to receive a salary or other compensation from the Company in connection with the management of the Company. All deeds, notes, mortgages, security agreements, leases, options, sale contracts, and other contracts and documents which are to be executed by the Company shall be sufficient if signed on behalf of the Company by any one member. Any third party dealing with the Company shall be fully protected in relying upon the execution of any Company document by any one of the members and the signature of such member thereon shall be conclusive evidence of the authority of such member to sign on behalf of the Company with respect to any third party relying thereon.
ARTICLE VIII
CAPITAL CONTRIBUTIONS AND ACCOUNTS
The members shall make capital contributions to the Company in proportion to their membership interests. Capital contributions shall be determined by consent of all the members. Individual capital accounts shall be maintained for the members.
ARTICLE IX
DISTRIBUTIONS
Upon vote of the members, the Company shall make distributions out of its available cash funds or other assets to the members in proportion to their respective membership interests in accordance with the Act. A member may be required to accept a distribution from the Company in cash or in kind or partly in cash and partly in kind.
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ARTICLE X
WITHDRAWAL; ASSIGNMENT
No member shall have the right to withdraw voluntarily from the Company without the written consent of the other members. If a member desires to withdraw from the Company, the other members shall have the right to purchase the Company interest of the member desiring to withdraw at a price and in accordance with procedures set forth in the Act. If the other members do not purchase such interest, then the Company shall be dissolved and liquidated. No member shall have the right to assign all or any portion of such member’s interest in the Company without the written consent of the other members. If the members consent to the assignment of another member’s interest in the Company, then such other member shall be free to assign such interest as set forth in the written consent. An assignee of a member’s interest only entitles such person to the financial rights of the assignor member to the extent assigned. An assignee of an interest in the Company may become a member only if the members holding more than fifty percent (50%) of the membership interests consent in writing. A member who assigns all such interest in the Company does not cease to be a member until the assignee of such interest is substituted as a member by unanimous written consent of the other members.
ARTICLE XI
TAX PROVISIONS
The following provisions are hereby adopted to govern certain tax matters affecting the Company in the event the Company is treated as a partnership under the Internal Revenue Code:
(1) The members’ capital accounts shall be established, determined and maintained for each member and assignee in accordance withSection 1.704-1(b)(2)(iv) of the Treasury Regulations (“Treas. Reg.”).
(2) “Net Profits” or “Net Losses” for any fiscal year or other period shall be an amount equal to the sum of (a) the Company’s taxable income or loss for such year or period as computed for federal income tax purposes and subject to Treas. Reg. §1.704-1(b)(2)(iv)(g), and (b) any income of the Company for such year or period exempt from federal income taxation and any gain onin-kind distributions to be taken into account under Treas. Reg. § 1.704-1(b)(2)(iv)(e)(1), reduced by (c) any expenditures of the Company for such year or period not deductible in computing taxable income and not properly chargeable to the capital accounts and any losses onin-kind distributions to be taken into account under Treas. Reg. § 1.704-1(b)(2)(iv)(e)(1). Without limitation, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss. Net Profits and Net Losses of the Company for any Fiscal Year or other period shall be allocated to the members in accordance with their respective Company interests.
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(3) If there is a net decrease in Company minimum gain for a Company taxable year, each member shall be allocated items of Company income and gain for that year equal to that member’s share of the net decrease in Company minimum gain. This provision is intended to constitute a “minimum gain chargeback requirement” and it shall be interpreted and administered in accordance with Treas. Regs. §1.704-2(f).
(4) In accordance with Section 704(c) of the Code and the Treasury Regulations thereunder, income, gain, loss, deduction with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the members so as to take account of the variation between the adjusted basis of such property to the Company for federal income tax purposes and its initial fair market value. Any elections or other decisions relating to Code Section 704(c) allocations shall be made by the members in any manner that reasonably reflects the purpose and intention of this Articles of Organization. Code Section 704(c) allocations pursuant to this section are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing any member’s capital account or share of Net Profits, Net Losses, other items, or distributions pursuant to any provision of this Articles of Organization.
(5) Upon liquidation of the Company (or any member’s interest in the Company), liquidating distributions shall in all cases be made in accordance with the positive capital account balances of the members, as determined after taking into account all capital account adjustments for the Company taxable year during which such liquidation occurs, by the end of such taxable year or, if later, within 90 days after the date of such liquidation, except as permitted by Treas. Reg. §1.704-1(b)(2)(ii)(b). In no event, however, shall any member be required to restore a deficit in such member’s capital account. Instead of restoring a deficit balance in such member’s capital account, a member who unexpectedly receives an adjustment, allocation or distribution described in Treas. Reg. §1.704-1(b)(2)(ii)(d)(4), (5) or (6) will be allocated items of income and gain (consisting of a pro rata portion of each item of Company income, including gross income and gain for such year) in a manner sufficient to eliminate the deficit capital account balance as quickly as possible. It is intended hereby that this constitute a “qualified income offset” as described in Treas. Regs.1.704-1(b)(2)(ii)(d)(3) and the same shall be interpreted and administered in accordance with Treas. Regs. §1.704-1(b)(2)(d).
(6) Camber Corporation is hereby designated the tax matters member.
(7) If the limited liability company has two (2) or more members, the limited liability company shall be treated as a partnership for federal and state income tax purposes under Subchapter K of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986 and corresponding provisions of state law. If the limited liability company has only one (1) member, the limited liability company shall be treated for federal and state income tax purposes as a sole proprietorship, branch, or division of the owner.
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ARTICLE XII
LIQUIDATION
Upon dissolution of the Company, its affairs shall be wound up and its assets distributed in accordance with the Act, except that the distribution to each member shall be subject to the provisions of Article XI(5) above.
ARTICLE XIII
OPERATING AGREEMENT
Members of the Company may enter into an operating agreement to regulate or establish the affairs of the Company, the conduct of its business, and the relations of its members. Such operating agreement may contain any provisions regarding the affairs of the Company, the conduct of its business and the relation of its members that are not inconsistent with laws of the State of Alabama or these Articles of Organization. To the extent these Articles of Organization contain provisions not required under the Act to form the Company, such provisions shall constitute an operating agreement.
ARTICLE XIV
MISCELLANEOUS
(1) The Company shall keep at its registered office the records required by the Act and such records shall be subject to inspection and copying at the reasonable request of a member.
(2) As soon as practicable, after the end of each fiscal year, each member shall be furnished with a copy of the income statement and balance sheet of the Company as of the last day of such fiscal year. The obligation hereunder may be satisfied by furnishing each member a copy of the income tax return of the Company.
(3) The fiscal year of the Company shall end on June 30.
(4) All funds of the Company shall be initially deposited in a separate account or accounts maintained at one or more financial institutions. Such funds are subject to investment and reinvestment pending disbursement for Company purposes as provided in the Act. Each member shall have signatory authority over the accounts maintained at any financial institution.
(5) The tax matters member shall be responsible for filing on behalf of the Company with the Internal Revenue Service the required annual income tax return and filing with the appropriate state tax authorities the required state income tax returns.
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(6) Action of the Company to be adopted by the members shall require the vote or consent of the members holding more than fifty percent (50%) of the membership interests. A member upon reasonable advance notice to the other member may call a meeting of the members for the purpose of considering and voting upon any proposed action of the Company. Any notice given regarding a meeting at which action is proposed, shall describe generally the matter to be considered. Such notice may be oral or in writing.
(7) The laws of the State of Alabama shall govern the business of the Company and the relation of its members.
(8) No member shall have the right to maintain any action for partition with respect to any of the assets of the Company.
(9) Except as may be modified by an operating agreement, these Articles of Organization set forth herein constitute the entire agreement with respect to the subject matter hereof.
IN WITNESS WHEREOF, the undersigned member of the Company has hereunto executed the foregoing Articles of Organization on the date and year first above written.
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CAMBER CORPORATION, Organizer |
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| By: | | /s/ Walter Batson, Jr. |
| | Its: CEO |
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Tommy Ragland
Judge of Probate
Madison County, Alabama 35801
Receipt for Services
| | | | | | |
| | | | | | Batch #: 2115 |
| Cashier: Julie B | | | | Date: 04/26/2004 | | Time: 04:20:14PM |
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Date | | Document No | | Document Type | | Transaction Type | | | | Amount | |
| 4/26/2004 | | 4:20:14PM 20040426000017890 | | ORG | | | | | | | 9 | |
| Grantor: | | ALDER LLC | | | | Grantee: | | | | | | |
| | | | FIL | | Filing | | | | | 1.00 | |
| | | | IMG | | Imaging | | | | | 4.00 | |
| | | | MH | | Mental Health | | | | | 12.00 | |
| | | | MF | | Microfilming | | | | | 0.25 | |
| | | | PJ1 | | Probate Judge of $35.00 | | | 35.00 | |
| | | | ORG | | | | Total: | | | 52.25 | |
| | | | Fee Total: | | | | | | | 52.25 | |
| | | | | | | | | | | | |
| CHECK | | 90622 LANIER | | | | Payment | | | | | 52.25 | |
| | | | | | | | | | | | |
| | | | | | Payment Total: | | | | | 52.25 | |
RECEIVED
APR 30 2004
SECRETARY OF STATE
Page 1 of 1
TOMMY RAGLAND
JUDGE OF PROBATE
MADISON COUNTY, AL
ALABAMA
MADISON COUNTY
I, do hereby certify this to be a true copy of the attached document filed and recorder in the aforesaid county as evidence in Instrument Number 20040426000017890
Book: NA Page: NA consists of 9 page/s.
Witness my hand and Official seal this 26TH day of April 2004
|
/s/ Tommy Ragland |
Tommy Ragland Judge of Probate |
