- Track your favorite companies
- Receive email alerts for new filings
- Personalized dashboard of news and more
- Access all data and search results
- S-4 Registration of securities issued in business combination transactions
- 3.1 EX-3.1
- 3.2 EX-3.2
- 3.6 EX-3.6
- 3.7 EX-3.7
- 3.8 EX-3.8
- 3.9 EX-3.9
- 3.10 EX-3.10
- 3.11 EX-3.11
- 3.12 EX-3.12
- 3.13 EX-3.13
- 3.14 EX-3.14
- 3.15 EX-3.15
- 3.16 EX-3.16
- 3.17 EX-3.17
- 3.18 EX-3.18
- 3.19 EX-3.19
- 3.20 EX-3.20
- 3.21 EX-3.21
- 3.22 EX-3.22
- 3.23 EX-3.23
- 3.24 EX-3.24
- 3.25 EX-3.25
- 3.26 EX-3.26
- 3.27 EX-3.27
- 3.28 EX-3.28
- 3.29 EX-3.29
- 3.30 EX-3.30
- 3.31 EX-3.31
- 3.32 EX-3.32
- 3.33 EX-3.33
- 3.34 EX-3.34
- 3.35 EX-3.35
- 3.36 EX-3.36
- 3.37 EX-3.37
- 3.38 EX-3.38
- 3.39 EX-3.39
- 3.40 EX-3.40
- 3.41 EX-3.41
- 3.42 EX-3.42
- 3.43 EX-3.43
- 3.44 EX-3.44
- 3.45 EX-3.45
- 3.46 EX-3.46
- 3.47 EX-3.47
- 3.48 EX-3.48
- 3.49 EX-3.49
- 3.50 EX-3.50
- 3.51 EX-3.51
- 3.52 EX-3.52
- 3.53 EX-3.53
- 3.54 EX-3.54
- 3.55 EX-3.55
- 3.56 EX-3.56
- 3.57 EX-3.57
- 3.58 EX-3.58
- 3.59 EX-3.59
- 3.60 EX-3.60
- 3.61 EX-3.61
- 3.62 EX-3.62
- 3.63 EX-3.63
- 3.64 EX-3.64
- 3.65 EX-3.65
- 3.66 EX-3.66
- 3.67 EX-3.67
- 3.68 EX-3.68
- 3.69 EX-3.69
- 3.70 EX-3.70
- 3.71 EX-3.71
- 3.72 EX-3.72
- 3.73 EX-3.73
- 3.74 EX-3.74
- 3.75 EX-3.75
- 3.76 EX-3.76
- 3.77 EX-3.77
- 3.78 EX-3.78
- 3.79 EX-3.79
- 3.80 EX-3.80
- 3.81 EX-3.81
- 3.82 EX-3.82
- 3.83 EX-3.83
- 3.84 EX-3.84
- 3.85 EX-3.85
- 3.86 EX-3.86
- 3.87 EX-3.87
- 3.88 EX-3.88
- 3.89 EX-3.89
- 3.90 EX-3.90
- 3.91 EX-3.91
- 3.92 EX-3.92
- 3.93 EX-3.93
- 3.94 EX-3.94
- 3.95 EX-3.95
- 3.96 EX-3.96
- 3.97 EX-3.97
- 3.98 EX-3.98
- 3.99 EX-3.99
- 3.100 EX-3.100
- 3.101 EX-3.101
- 3.102 EX-3.102
- 3.103 EX-3.103
- 3.104 EX-3.104
- 3.105 EX-3.105
- 3.106 EX-3.106
- 3.107 EX-3.107
- 3.108 EX-3.108
- 3.109 EX-3.109
- 3.110 EX-3.110
- 3.111 EX-3.111
- 3.112 EX-3.112
- 3.113 EX-3.113
- 3.114 EX-3.114
- 3.115 EX-3.115
- 3.116 EX-3.116
- 3.117 EX-3.117
- 3.118 EX-3.118
- 3.119 EX-3.119
- 3.120 EX-3.120
- 3.121 EX-3.121
- 3.122 EX-3.122
- 3.123 EX-3.123
- 3.124 EX-3.124
- 3.125 EX-3.125
- 3.126 EX-3.126
- 5.1 EX-5.1
- 5.2 EX-5.2
- 21.1 EX-21.1
- 23.1 EX-23.1
- 23.2 EX-23.2
- 23.3 EX-23.3
- 25.1 EX-25.1
- 99.1 EX-99.1
- 99.2 EX-99.2
- 99.3 EX-99.3
Exhibit 3.94
CONSENT OF MEMBER AND MANAGER
OF
GEAR DESIGN AND MANUFACTURING, LLC
As of February 16, 2017
The undersigned, being the sole member of Gear Design and Manufacturing, LLC, a Delaware limited liability company (the “Company”) consents to the following resolutions in lieu of a meeting of the Company’s member pursuant to the Delaware Limited Liability Company Act:
Appointment of Manager
RESOLVED, that the Company shall be managed under the authority of one or more managers as designated from time to time by the Member, and that the initial manager of the Company shall be the Member.
Adoption of Limited Liability Company Agreement
WHEREAS, the Member has reviewed a Limited Liability Company Agreement pertaining to the Company, dated as of the same date as this Consent (the “LLC Agreement”), and has determined that the adoption of the LLC Agreement is in the best interests of the Company and its member;
RESOLVED, that the Member hereby consents to and adopts the LLC Agreement.
Appointment of Directors
WHEREAS, Section 4(a) of the LLC Agreement provides that the Managers may delegate such management authority to persons or entities and the Managers determine and may give such persons or entities titles such as general manager, director, principal, president, vice president, secretary, and treasurer, as the Managers determine, with such rights and duties as may be specified by the Managers;
RESOLVED, that the Member, in its capacity as Manager of the Company, hereby appoints Benjamin Schmidt, Jan van Dijk and Mark Blaufuss as Directors of the Company;
FURTHER RESOLVED, that each Director of the Company shall have authority to make and enter into contracts and other obligations on behalf of the Company, which contracts and obligations, when executed by a Director, shall constitute valid and binding obligations of the Company.
Bank Account
RESOLVED, that the officers of the Manager, and each of them, and any person(s) to whom such an officer delegates such authority, are authorized to designate one or more depositories for the Company upon the terms and conditions set forth in such depository’s standard form of depository resolution, which terms and conditions are approved and adopted as if they were completely set forth in this resolution, and any individual named by any officer of the Manager shall be an authorized signatory. The certification by any officer of the Manger of the existence of a depository relationship, such an officer’s adoption and approval of the standard terms and conditions, and the identity of the authorized signatories shall be conclusive proof of such matters.
General Authorization
RESOLVED, that the Manager is authorized and directed to take any additional actions and to enter into any agreements or arrangements as any officer of the Manager determines is necessary, appropriate, or in the Company’s best interests in order to carry out these resolutions; and
FURTHER RESOLVED, that this Consent of Member shall be effective as of the date first written above and filed with the minutes of the Company.
* * *
The undersigned has executed this Consent of Member as of the date first set forth above.
| METALDYNE POWERTRAIN COMPONENTS, INC. | |
|
| |
|
| |
| By | Thomas M. Dono Jr. |
|
| |
| Its | Secretary |