EXHIBIT 3.1.7
ARTICLES OF ORGANIZATION
OF
SCI PLANT NO. 2, L.L.C.
TABLE OF CONTENTS
I N D E X
ARTICLE PAGE
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ARTICLE I - NAME OF THE LIMITED LIABILITY COMPANY............................. 1
ARTICLE II - INITIAL REGISTERED OFFICE; INITIAL REGISTERED AGENT.............. 1
ARTICLE III - PERIOD OF DURATION.............................................. 1
ARTICLE IV - PURPOSE; POWERS.................................................. 2
ARTICLE V - INITIAL MEMBER; MEMBERSHIP INTERESTS.............................. 2
ARTICLE VI - ADDITIONAL MEMBERS............................................... 2
ARTICLE VII - MANAGEMENT...................................................... 2
ARTICLE VIII - CAPITAL CONTRIBUTIONS AND ACCOUNTS............................. 3
ARTICLE IX - DISTRIBUTIONS.................................................... 3
ARTICLE X - DISSOCIATION; ASSIGNMENT.......................................... 3
ARTICLE XI - TAX PROVISIONS................................................... 3
ARTICLE XIII - LIQUIDATION.................................................... 5
ARTICLE XIV - OPERATING AGREEMENT............................................. 5
ARTICLE XV - MISCELLANEOUS.................................................... 5
ARTICLES OF ORGANIZATION
OF
SCI PLANT NO. 2, L.L.C.
THESE ARTICLES OF ORGANIZATION OF SCI PLANT NO. 2, L.L.C., are made and
entered into on this the 9th day of August, 1999, by SCI SYSTEMS (ALABAMA), INC.
for the purpose of forming a limited liability company pursuant to the Alabama
Limited Liability Company Act (the "Act"), as follows:
ARTICLE I
NAME OF THE LIMITED LIABILITY COMPANY
The name of the limited liability company is SCI Plant No. 2, L.L.C.
(the "Company").
ARTICLE II
INITIAL REGISTERED OFFICE; INITIAL REGISTERED AGENT
The street address of the initial registered office of the limited
liability company is 2101 West Clinton Avenue, Huntsville, Alabama 35805, and
the name of the initial registered agent at such address is Michael M. Sullivan.
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
(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 under Section
10-12-38 of the Act, as amended.
(5) Occurrence of any other event of dissolution specified in the
Operating Agreement.
ARTICLE IV
PURPOSE; POWERS
The purpose for which this Company is formed is to (1) segregate
employment related costs and track costs of production in order to more
competitively bid on contracts, and (2) conduct any other lawful business. 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.
ARTICLE V
INITIAL MEMBER; MEMBERSHIP INTERESTS
The name and mailing address of the initial member of the Company and
the respective interest of such member in profits, losses, distributions,
capital and other Company items are as follows:
NAME ADDRESS INTEREST
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SCI Systems (Alabama), Inc. P. O. Box 1000 100%
Huntsville, Alabama 35807
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
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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.
ARTICLE X
DISSOCIATION; ASSIGNMENT
No member shall have the right to dissociate 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 members
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 with Section
1.704-1(b)(2)(iv) of the Treasury Regulations ("Treas. Reg.").
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(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. Section 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
on in-kind distributions to be taken into account under Treas. Reg. Section
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 on in-kind distributions to be
taken into account under Treas. Reg. Section 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.
(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. Section 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. Section 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. Section 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. Reg. 1.704-1(b)(2)(ii)(d)(3) and the same shall be interpreted and
administered in accordance with Treas. Reg. Section 1.704-1(b)(2)(d).
(6) SCI Systems (Alabama), Inc. is hereby designated the tax
matters member.
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ARTICLE XIII
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 XIV
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 the 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 XV
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 be the calendar year.
(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.
(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.
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(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.
SCI systems (Alabama), Inc.
By: /s/ Michael M. Sullivan
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Michael M. Sullivan
Its: Secretary & Corporate Counsel
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