EXHIBIT 3.2.4
OPERATING AGREEMENT OF
SANMINA-SCI, LLC,
A DELAWARE LIMITED LIABILITY COMPANY
THIS OPERATING AGREEMENT (this "Agreement") of Sanmina-SCI, LLC, a
Delaware limited liability company (the "Company"), is entered into as of
December 19, 2002 and shall constitute the "limited liability company agreement"
of the Company within the meaning of Section 18-101(7) of the Delaware Limited
Liability Company Act, Title 6, Delaware Corporations Code, Section 18-101 et
seq., as amended (the "Act").
1.1 Except as otherwise provided in this Agreement, the default
provisions of the Act shall apply to the Company.
1.2 Sanmina-SCI Corporation, a Delaware corporation, shall be the
sole "member" of the Company within the meaning of Section 18-101(11) of the Act
(the "Member").
1.3 The Member hereby enters into and forms the Company as a
limited liability company in accordance with the Act. The name of the Company
shall be "Sanmina-SCI, LLC"
1.4 The Company shall maintain a Delaware registered office and
agent for the service of process as required by the Act. In the event the
registered agent ceases to act as such for any reason or the registered office
shall change, the Member shall promptly designate a replacement registered agent
or file a notice of change of address, as the case may be.
1.5 The purpose and scope of the Company shall be to engage in
such lawful activities as shall be determined by the Member in its sole and
absolute discretion.
1.6 The term of the Company shall begin as of the date of filing
of the certificate of formation for the Company in accordance with Section
18-201 of the Act and, unless otherwise specified in a certificate of
cancellation filed by the Member in respect of the Company pursuant to Section
18-203 of the Act, such term shall continue in perpetuity.
1.7 Title to all Company property shall be held in the name of the
Company; provided, however, that the Company shall make such distributions of
cash and/or property to the Member as the Member shall from time to time
determine in its sole and absolute discretion.
1.8 Michael M. Sullivan, Steven H. Jackman and Jeffrey L. Roth are
each authorized and directed, in the name of and on behalf of the Company, or
otherwise to execute all instruments, documents, and certificates, and to take
such actions as she may deem necessary, advisable or proper.
1.9 Except as otherwise required by applicable law, the Member
shall have no personal liability for the debts and obligations of the Company.
1.10 The Member shall have no obligation to make any contributions
to the capital of the Company and shall make only such contributions as the
Member shall from time to time determine in its sole and absolute discretion.
1.11 The Member shall have no obligation to provide any services to
the Company and shall provide only such services as the Member shall from time
to time determine in its sole and absolute discretion.
1.12 The Company shall indemnify the Member to the fullest extent
permitted by law.
1.13 The Member shall control the management and operation of the
Company in such manner as it shall determine in its sole and absolute
discretion. The Member may appoint, remove and replace managers, officers and
employees of the Company from time to time in its sole and absolute discretion.
Notwithstanding any provision of this Agreement to the contrary, any contract,
agreement, deed, lease, note or other document or instrument executed on behalf
of the Company by the Member shall be deemed to have been duly executed by the
Company and third parties shall be entitled to rely upon the Member's power to
bind the Company without otherwise ascertaining that the requirements of this
Agreement have been satisfied.
1.14 The Member may transfer all or any portion of its interest in
the Company in the Member's sole and absolute discretion. In the event of any
such transfer, this Agreement shall be amended to reflect the respective rights
and obligations of the Member and the transferee or transferees. No person shall
be admitted to the Company as an additional member without the written consent
of the Member, which consent may be withheld in the Member's sole and absolute
discretion.
1.15 The "Sanmina-SCI" name and mark are the property of the
Member. The Company's authority to use such name and mark may be withdrawn by
the Member at any time without compensation to the Company. Following the
dissolution and liquidation of the Company, all right, title and interest in and
to such name and mark shall be held solely by the Member.
1.16 The interpretation and enforceability of this Agreement and
the rights and liabilities of the Member as such shall be governed by the laws
of the State of Delaware as such laws are applied in connection with limited
liability company operating agreements entered into and wholly performed upon in
Delaware by residents of Delaware. To the extent permitted by the Act and other
applicable law, the provisions of this Agreement shall supersede any contrary
provisions of the Act or other applicable law.
1.17 In the event any provision of this Agreement is determined to
be invalid or unenforceable, such provision shall be deemed severed from the
remainder of this Agreement and replaced with a valid and enforceable provision
as similar in intent as reasonably possible to the provision so severed, and
shall not cause the invalidity or unenforceability of the remainder of this
Agreement.
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1.18 This Agreement may be amended, in whole or in part, only
through a written amendment executed by the Member.
1.19 This Agreement contains the entire understanding and intent of
the Member regarding the Company and supersedes any prior written or oral
agreement respecting the Company. There are no representations, agreements,
arrangements, or understandings, oral or written, of the Member relating to the
Company which are not fully expressed in this Agreement.
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IN WITNESS WHEREOF, the Member has executed this Agreement as of the
date first above written.
SANMINA-SCI CORPORATION,
a Delaware corporation
By:
/s/ Michael M. Sullivan
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Name: Michael M. Sullivan
Title: Assistant Secretary