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Exhibit 3.2
AMENDED AND RESTATED ARTICLES OF ORGANIZATION
OF
GULF WIDE INDUSTRIES, L.L.C.
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
BE IT KNOWN, that on this 7th day of June, 1999, and effective on the 17th
day of May, 1999, before me, the undersigned Notary Public, personally came and
appeared John M. Engquist and Kristan Engquist Dunne, persons of the full age of
majority, who declared to me in the presence of the undersigned competent
witnesses, that being the sole members of Gulf Wide Industries, L.L.C., and
availing themselves of the provisions of the Louisiana Limited Company Law
(Title 12, Chapter 22, Louisiana Revised Statutes of 1950), they do hereby amend
and restate the articles of organization in their entirety as follows:
ARTICLE I
NAME
The name of the limited liability company is Gulf Wide Industries, L.L.C.
(hereinafter the "Company").
ARTICLE II
PURPOSE
The purpose of the Company is to engage in any lawful activity for which
limited liability companies may be formed under Louisiana Law.
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ARTICLE III
MANAGEMENT BY BOARD OF DIRECTORS
All powers of the Company are vested solely in, and all of the business and
affairs of the Company, including but not limited to sale and mortgage of all or
substantially all of the Company's assets, shall be managed by a Board of
Directors as set forth in the Operating Agreement. Except as otherwise provided
by these articles, the Operating Agreement, by special resolutions of the Board
of Directors, or by the provisions of the Louisiana Limited Liability Company
Law, the Board of Directors of the Company and the officers shall function in a
manner similar to the manner in which the board of directors and officers of a
Louisiana business corporation function.
ARTICLE IV
OFFICERS
The Board of Directors may appoint a chief executive officer, a president,
a chief financial officer, and a secretary, and may also appoint one or more
vice presidents and such other officers as the Board of Director deems
necessary. An officer may, but need not, be a member.
ARTICLE V
DELEGATION OF AUTHORITY
By resolution, the Board of Directors may delegate particular powers to a
manager, or to a mandatary, agent or representative.
ARTICLE VI
EVIDENCE OF AUTHORITY
Any person dealing with the Company may rely upon a certificate of the
Board of Directors, the president or the secretary to establish the membership
of any member, the
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authenticity of any records, or the authority of any person to act on behalf of
the Company, including but not limited to, authority to do the following:
(1) dissolve and wind-up the affairs of the Company;
(2) sell, exchange, lease, mortgage, pledge or transfer all or
substantially all of the assets of the Company;
(3) merge or consolidate with any one or more limited liability companies
or corporations, partnerships in commendam, partnerships, or business
or nonprofit corporations;
(4) incur indebtedness other than in the ordinary course of business;
(5) alienate, lease or encumber any immovables of the Company; and
(6) amend the Articles of Organization or the Operating Agreement.
ARTICLE VII
AUTHORITY OF MEMBERS
The authority of the members to act on behalf of the Company is restricted.
Unless so authorized by a resolution on the Board of Directors, members shall
not act as mandataries of the Company for matters in the ordinary course of the
Company's business. On all matters for which a vote of the membership may be
taken, each member shall be entitled to such vote as set forth in the Operating
Agreement and as may be required by the Louisiana Limited Liability Company Law.
ARTICLE VIII
LIMITATION OF LIABILITY AND INDEMNIFICATION
Representatives on the Board of Directors, officers, managers and members
shall not be personally liable for monetary damages for breach of any duty
provided for in La. R.S. 12:1314,
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and, pursuant to La. R.S. 12:1315, the Company may indemnify a representative on
the Board of Directors, officer, manager or a member for judgments, settlements,
penalties, fines, or expenses, including attorneys' fees to the fullest extent
allowed by the Louisiana Limited Liability Law.
ARTICLE IX
DISSOLUTION
The Company shall be dissolved and its affairs shall be wound up only upon
the first to occur of the following:
(1) the consent of a two-thirds (2/3) vote of the membership, or as set
forth in the Operating Agreement, or
(2) the entry of a decree of judicial dissolution under La. R.S. 12:1335.
The death, interdiction, withdrawal, expulsion, bankruptcy, or dissolution of a
member shall not cause the dissolution of the Company.
ARTICLE X
ASSIGNMENTS AND OTHER TRANSFERS OF SHARES
There are certain restrictions regarding the transfer of membership shares
by sale, gift, assignment, or otherwise, which are more particularly provided
for in the Operating Agreement and in other agreements among the members.
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ARTICLE XI
TAXATION
The Company shall be taxed in accordance with La. R.S. 12:1368, and, for
purposes of federal and state income taxation, the Company shall be taxed as a
corporation.
ARTICLE XII
ISSUANCE OF MEMBERSHIP SHARES
The Company shall have authority to issue a maximum of 1,000,000 membership
shares.
ARTICLE XIII
AMENDMENTS TO ARTICLES OF ORGANIZATION
Amendments to the articles of organization for which a larger vote is not
specifically made mandatory by law may be made upon a vote of the members
possessing two-thirds of the total outstanding membership shares eligible to
vote or upon written consent of such members.
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THUS DONE AND SIGNED, in Baton Rouge, Louisiana, on the date first stated
hereinabove, before the undersigned notary and in the presence of the
undersigned competent witnesses.
WITNESSES: MEMBERS
/s/ [ILLEGIBLE] /s/ John M. Engquist
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John M. Engquist
/s/ [ILLEGIBLE] /s/ John M. Engquist
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Kristan Engquist Dunne, by
John M. Engquist through Power of
Attorney dated May 15, 1999.
/s/ John Ashley Moore
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John Ashley Moore, Notary Public
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