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EXHIBIT 3.1
RESTATED ARTICLES OF ORGANIZATION
Pursuant to the provisions of Act 23, Public Acts of 1993, the
undersigned limited liability company executes the following Restated Articles:
1. The name of the limited liability company is: Venture Holdings
Company LLC
2. The identification number assigned by the Bureau is: B53889
3. All former names of the limited liability company are: N/A
4. The date of filing the original Articles of Organization was:
May 21, 1999
The following Restated Articles of Organization supersede the Articles
of Organization, as amended, and shall be the Articles of Organization for the
limited liability company.
ARTICLE I
FORMATION
SECTION 1.1 NAME AND OWNERSHIP
NAME. The name of the limited liability company is: VENTURE
HOLDINGS COMPANY LLC (the "LLC").
SINGLE OWNER. The LLC shall only have one owner. No transfer of
ownership by any owner of the LLC shall be effective if its
violates this provision.
SECTION 1.2 PURPOSE
The purpose or purposes for which the LLC is formed is:
To own the stock and other equity interests of and securities in one or more of
the following: Venture Industries Corporation, Venture Mold & Engineering
Corporation, Venture Industries Canada Ltd., Vemco, Inc., Vemco Leasing, Inc.,
Venture Leasing Company, Venture Holdings Corporation and Venture Service
Company, Experience Management LLC (which, together with the stock, equity
interests and securities of other entities from time to time transferred to this
LLC, are each herein referred to as a "Company" and together are referred to as
the "Companies").
To own insurance policies on the life of Larry J. Winget.
To, pursuant to the Loan Facilities (as herein defined) borrow and repay monies
and any other purposes permitted by the Act
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except as prohibited by Article III hereof.
SECTION 1.3 INITIAL REGISTERED OFFICE
(A) ADDRESS. The street address of the LLC is 33662 James J. Pompo Dr., Fraser,
MI 48026.
The Post Office address of the LLC is Post Office Box 278, Fraser, MI 48026.
SECTION 1.4 DURATION
(A) MAXIMUM. The maximum duration of the LLC is: perpetual.
SECTION 1.5 RESIDENT AGENT
(A) NAME. The name and address of the resident agent of the LLC is: ROBERT
SILVERMAN, 33662 James J. Pompo Dr., P.O. Box 278, Fraser, Michigan 48026.
ARTICLE II
TOTAL SHARES
SECTION 2.1 CAPITAL SHARES.
OWNERSHIP. The owner(s) of the LLC shall be the members. Members shall own the
LLC in proportion to their membership interests. Membership interests shall be
represented by Class A common shares. Class A common shares certificates
representing the membership interest(s) shall be in the form adopted pursuant to
the Operating Agreement.
AUTHORIZED CAPITAL SHARES. The total authorized membership capital shares of
the LLC is 60,000 shares of Class A common.
ARTICLE III
PROHIBITED ACTIVITIES
SECTION 3.1 ACTIVITIES PROHIBITED TO THE LLC
In any event, the LLC shall not have the power to:
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(A) Do any act prohibited to Venture Holdings Trust or otherwise violate the
terms of the following loan facilities owed or guaranteed by the LLC or one or
more of the Companies, so long as they are Outstanding:
A "Senior Secured Credit Facility" with loans due 2004 and 2005 in an initial
amount of $575,000,000;
A "1997 Senior Unsecured Notes Facility" due 2005 in an initial amount of
$205,000,000;
A "1999 Senior Notes Facility" due 2007 in an initial amount of $125,000,000;
and
A "1999 Senior Subordinated Notes Facility" due 2009 in an initial amount of
$125,000,000;
(together, with any other loan facilities designated as such by an instrument
signed by or guaranteed by the LLC or one or more of the Companies, as any or
all of such loan facilities many be, in whole or in part, amended, renewed,
extended, substituted, refinanced, restructured, replaced, supplemented or
otherwise modified from time to time (including without limitation any
successive renewals, extensions, substitutions, refinancings, restructurings,
replacements, supplements or other modifications of the foregoing), "Loan
Facilities").
A Loan Facility shall only be considered "Outstanding" if it has not been
satisfied and discharged or, to the extent permitted by the Loan Facility in
question, subject to a legal or covenant defeasance.
Engage in the active conduct of any business whatsoever.
Authorize any distribution from any Subsidiary unless the same is pursuant to a
Special Advisor or Successor Special Advisor Group's Direction which Direction
shall certify that the distribution requirements of the Outstanding Loan
Documents have been complied with.
Do any act in contravention of the provisions of Article IV.
ARTICLE IV
CORPORATE OPPORTUNITIES COMMITMENT
SECTION 4.1 FAIRNESS COMMITTEE
Pursuant to the obligations set forth in the Outstanding Loan Facilities:
(A) The LLC will establish and maintain a Fairness Committee, at least one of
whose members shall be Independent.
(B) The Fairness Committee shall have such rights and duties and shall act by
such procedures and in such manner as the Special Advisor or Successor Special
Advisor Group shall determine from time to time, provided that no such
determination shall limit or otherwise interfere with the rights and duties of
the Fairness Committee as herein set forth.
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SECTION 4.2 AFFILIATE TRANSACTIONS AND CORPORATE OPPORTUNITIES
(A) The Fairness Committee, to the extent provided in the Outstanding Loan
Documents, shall review and approve of affiliate transactions.
The Fairness Committee, to the extent provided in the Outstanding Loan
Documents, shall review and make decisions regarding corporate opportunities.
The Fairness Committee shall have such additional rights and duties as provided
for in the Outstanding Loan Documents or requested by the Managers of the LLC.
ARTICLE V
MANAGEMENT
SECTION 5.1 MANAGER-MANAGED
IN GENERAL. The business of the LLC shall be managed by or under the authority
of 1 or more managers, who shall have the rights and duties set forth herein.
The managers of the LLC shall be the Special Advisor (who shall exercise all of
the powers of the Administrator, Active Business Advisory Group and Financial
Advisor), and, upon the death, Disability or Unavailability of the Special
Advisor, the Successor Special Advisor Group, all as defined in and provided for
herein and in the Operating Agreement of the LLC.
ARTICLE VI
MEMBERSHIP VOTING
SECTION 6.1 IN GENERAL
MAJORITY VOTE. A vote of a majority of all membership shares entitled to vote
is required to approve any matter submitted for a vote by the members.
AUTHORIZATION BY MEMBERS. The following actions may be authorized only by
members of the LLC, and not by the managers:
The dissolution of the LLC.
Merger of the LLC.
An amendment to the Articles of Organization.
AUTHORIZATION FOR TRANSACTIONS. A transaction with the LLC or a transaction
connected with the conduct or winding up of the LLC in which a manager of the
LLC has a direct or indirect interest
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or a manager's personal use of property of the LLC may be authorized or ratified
only by a vote of the members of the LLC.
The manager shall disclose all material facts regarding the transaction and the
manager's interest in the transaction or all material facts about the manager's
personal use of the LLC's property before the members vote on that transaction
or use.
AUTHORIZATION FOR SALE OR TRANSFER OF ASSETS. The sale, exchange, lease, or
other transfer of all or substantially all of the assets of the LLC, other than
in the ordinary course of business, may be authorized only by a vote of the
members of the LLC.
ARTICLE VII
MANAGER'S BREACH OF DUTY
SECTION 7.1 IN GENERAL
(A) LIABILITY. The monetary liability of a manager to the LLC or its members
for breach of any duty shall be as set forth in the Operating Agreement.
SECTION 7.2 INDEMNIFICATION
MANAGER. The LLC shall indemnify and hold harmless a manager from and against
any and all losses, expenses, claims, and demands sustained by reason of any
acts or omissions or alleged acts or omissions as a manager, including
judgments, settlements, penalties, fines, or expenses incurred in a proceeding
to which the person is a party or threatened to be made a party because he or
she is or was a manager, to the extent provided for in the Operating Agreement
or in a contract with the person, or to the fullest extent permitted by agency
law subject to any restriction in the Operating Agreement or contract, except
that the company may not indemnify any person for conduct described in Michigan
limited liability company act sections 407(a), (b), or (c).
INSURANCE. The LLC may purchase and maintain insurance on behalf of a manager
against any liability or expense asserted against or incurred by the individual
or her in any such capacity or arising out of the individual's status as a
manager, whether or not the company could indemnify the individual against
liability.
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ARTICLE VIII
MEMBERS' QUALIFICATIONS AND LIABILITY
SECTION 8.1 IN GENERAL
(A) ADMISSION AS MEMBER. A person shall be admitted as a member of the LLC in
one or more of the following ways:
Upon the formation of the LLC, by executing and filing the Articles of
Organization or by signing the initial Operating Agreement.
(2) After the formation of the LLC, in one or more of the following ways:
In the case of a person acquiring a membership interest directly from the LLC,
by complying with the provisions of the Operating Agreement prescribing the
requirements for admission or, in the absence of provisions prescribing the
requirements for admission in the Operating Agreement, upon the unanimous vote
of the members entitled to vote.
(b) In the case of an assignee of a membership interest.
(B) LIABILITY. A person who is a member or manager, or both, of the LLC is not
liable for the acts, debts, or obligations of the LLC.
These Restated Articles amend the Articles of Organization and were approved on
the ___ day of June, 1999 in accordance with Section 604 of the Act by unanimous
vote of all of the members entitled to vote.
This document is hereby signed as required by Section 103 of the Act.
Signed:
Venture Holdings Trust, Its Sole Member
/s/ Larry J. Winget
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By: Larry J. Winget
Its: Trustee & Special Advisor