Exhibit 3.6
LIMITED LIABILITY COMPANY AGREEMENT
OF
RA BRANDS, L.L.C.
June 30, 2000
This Limited Liability Company Agreement (this "Agreement") of RA
Brands, L.L.C., is entered into by Remington Arms Company, Inc., as the sole
member (the "Member").
The Member hereby forms a limited liability company pursuant to and in
accordance with the Delaware Limited Liability Company Act (6 Del. C. Section
18-101, et seq.), as amended from time to time (the "Act"), and hereby agrees as
follows:
ARTICLE I
FORMATION, ETC.
1.1. Name. The name of the limited liability company formed hereby
is RA Brands, L.L.C. (the "Company").
1.2. Purpose. The Company is formed for the object and purpose of,
and the nature of the business to be conducted and promoted by the Company is,
engaging in any lawful act or activity for which limited liability companies may
be formed under the Act and engaging in any and all activities necessary or
incidental to the foregoing.
1.3. Term. The term of the Company commenced on the date the
certificate of formation of the Company was filed in the office of the Secretary
of State of the State of Delaware and shall continue until the Company is
dissolved pursuant to the provisions of Section 9.
1.4. Registered Office. The address of the registered office of the
Company in the State of Delaware is c/o Corporation Trust Center, 1209 Orange
Street, Wilmington, New Castle County, Delaware 19801. The Company may also have
offices at such other places within or without the State of Delaware as the
Member may from time to time designate or the business of the Company may
require.
1.5. Registered Agent. The name and address of the registered agent
of the Company for service of process on the Company in the State of Delaware
are The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street,
Wilmington, New Castle County, Delaware 19801.
1.6. Principal Place of Business. The principal place of business
of the Company shall be located at 870 Remington Drive, Madison, North Carolina
27025-0700. The location of the Company's principal place of business may be
changed by the Board (as defined below) from time to time in accordance with the
then applicable provisions of the Delaware Act and any other applicable laws.
1.7. Qualification in Other Jurisdictions. Any authorized person of
the Company shall execute, deliver and file any certificates (and any amendments
and/or restatements thereof) necessary for the Company to qualify to do business
in a jurisdiction in which the Company may wish to conduct business.
1.8. Fiscal Year. The fiscal year of the Company (the "Fiscal
Year") shall end on December 31.
1.9. Member. The name and the mailing address of the Member are as
follows:
Name Address
---- -------
Remington Arms Company, Inc. 870 Remington Drive
P.O. Box 700
Madison, N.C. 27025-0700
ARTICLE II
BOARD OF DIRECTORS
2.1. Generally. The business and affairs of the Company shall be
managed by or under the direction of a committee of the Company (the "Board")
consisting of at least three natural persons designated as directors (the
"Directors") as provided below. The Board shall have discretion to manage and
control the business and affairs of the Company, to make decisions affecting the
business and affairs of the Company, and to take actions as it deems necessary
or appropriate to accomplish the purposes of the Company and to exercise all of
the power and authority that limited liability companies may take under the Act,
provided, however, that there shall be reserved to the Member the powers that,
under the General Corporation Law of the State of Delaware (8 Del. C. Section
101, et seq.) (the "GCL"), are reserved to the stockholders of a corporation
organized under laws of the State of Delaware.
2.2. Election of Board. The Directors shall be chosen by the
Member. The initial Directors of the Company will be as set forth on Annex A
hereto. Each Director shall hold office until a successor is selected by the
Member or until such Director's death, resignation or removal. Each Director is
hereby designated as a "manager" (within the meaning of the Act) of the Company.
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2.3. Meetings of the Board. The Board shall meet from time to time
to discuss the business of the Company. The Board may hold meetings either
within or without the State of Delaware. Meetings of the Board may be held
without notice at such time and at such place as shall from time to time be
determined by the Board or the Member. Any Director may call a meeting of the
Board on three (3) days' notice to each other Director, either personally, by
telephone, by facsimile or by any other similarly timely means of communication.
2.4. Quorum and Acts of the Board. At all meetings of the Board, a
majority of the Directors then in office shall constitute a quorum for the
transaction of business. Except as otherwise provided in this Agreement, the act
of a majority of the Directors present at any meeting at which there is a quorum
shall be the act of the Board. If a quorum shall not be present at any meeting
of the Board, the Directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present. Any action required or permitted to be taken at any meeting of
the Board or of any committee thereof may be taken without a meeting, if a
majority of the members of the Board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board or committee.
2.5. Electronic Communications. Members of the Board, or any
committee designated by the Board, may participate in a meeting of the Board, or
any committee, by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and such participation in a meeting shall constitute presence in
person at the meeting.
2.6. Committees of Directors. The Board may, by resolution passed
by unanimous consent of the Directors, designate one or more committees. Such
resolution shall specify the duties and quorum requirements of such committees,
each such committee to consist of one or more of the Directors. The Board may
designate one or more Directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. In
the absence or disqualification of a member of a committee, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not such members constitute a quorum, may unanimously appoint another member
of the Board to act at the meeting in the place of any such absent or
disqualified member. Any such committee, to the extent provided in the
resolution of the Board, shall have and may exercise all the powers and
authority of the Board in the management of the business and affairs of the
Company. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the Board. Each committee
shall keep regular minutes of its meetings and report the same to the Board when
required.
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2.7. Compensation of Directors. The Board shall have the authority
to fix the compensation of Directors. The Directors may be paid their expenses,
if any, of attendance at such meeting of the Board and may be paid a fixed sum
for attendance at each meeting of the Board or a stated salary as Director. No
such payment shall preclude any Director from serving the Company in any other
capacity and receiving compensation therefor. Members of special or standing
committees may be allowed like compensation for attending committee meetings. No
Director who is an employee of the Member or the Company shall receive
compensation for his or her service as a Director.
2.8. Resignation. Any Director may resign at any time by giving
written notice to the Company. The resignation of any Director shall take effect
upon receipt of such notice or at such later time as shall be specified in the
notice; and, unless otherwise specified in the notice, the acceptance of the
resignation by the Company, the Members or the remaining Directors shall not be
necessary to make it effective.
2.9. Removal of Directors. If at any time the Member desires to
remove, with or without cause, any Director, the Member shall have the power to
take all such actions promptly as shall be necessary or desirable to cause the
removal of such Director. Any vacancy caused by any such removal may be filled
in accordance with Section 2.10 below.
2.10. Vacancies. If any vacancies shall occur in the Board, by
reason of death, resignation, removal or otherwise, the Directors then in office
shall continue to act, and such vacancies may be filled by a majority of the
Directors then in office, although less than a quorum. A Director selected to
fill a vacancy shall hold office until his or her successor has been selected
and qualified or until his or her earlier death, resignation or removal.
2.11. Directors as Agents. The Directors, to the extent of their
powers set forth in this Agreement, are agents of the Company for the purpose of
the Company's business, and the actions of the Directors taken in accordance
with such powers shall bind the Company.
ARTICLE III
OFFICERS
3.1. Executive Officers. The officers of the Company shall be a
President, one or more Vice-Presidents, a Treasurer and a Secretary, all of whom
shall be elected by the Board, and shall hold office during the pleasure of the
Board. In addition, the Board may elect one or more Assistant Treasurers or
Assistant Secretaries. All vacancies occurring among any of the officers shall
be filled by the Board. Any officer may be removed and/or replaced at any time
by the affirmative vote of a majority of the Directors present at a regular
meeting of Directors or at a special meeting of Directors
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called for the purpose. The initial officers of the Company will be as set forth
on Annex B hereto.
3.2. Other Officers. The Board may appoint, remove and replace such
other officers, including assistant officers and agents, with such powers and
duties as it shall deem necessary. The Board may by resolution authorize the
President to appoint and remove such other officers.
3.3. Evidence of Authority. Any person or entity dealing with the
Company, the Member or any of the persons described in Section 3.1 above
(collectively, the "Authorized Officers") may rely upon a certificate signed by
the Secretary or an Assistant Secretary of the Company as to the identity of the
Member or an Authorized Officer and as to the authority of the Member or such
Authorized Officer to execute and deliver any instrument or document on behalf
of the Company.
3.4. The President. The President of the Company shall have general
charge of the business, affairs and property of the Company and general
supervision over its other employees and agents. In general, the President shall
perform all such duties and exercise such powers as are incident to the office
of the president or chief executive officer of a corporation organized under the
GCL and shall perform such other duties and exercise such other powers as may
from time to time be prescribed by the Board. The President shall have the
authority to sign, in the name and on behalf of the Company, checks, orders,
contracts, leases, notes, drafts and other documents and instruments in
connection with the business of the Company, and together with the Secretary,
conveyances of real estate and other documents and instruments. The President
shall have the power and authority to take all actions required to be taken by
or on behalf of the Company that are contemplated by this Agreement.
3.5. The Vice President. Each Vice President of the Company, if
any, shall perform such duties and exercise such powers as may be assigned to
each of them from time to time by the President and shall have the authority to
act on behalf of the Company, subject to the terms and conditions of this
Agreement.
3.6. The Treasurer. The Treasurer of the Company shall be the chief
financial officer of the Company and, subject to the authority of the President,
perform such duties and exercise such powers as are incident to the office of
the treasurer of a corporation organized under the GCL and shall perform such
other duties and exercise such other powers as may from time to time be
prescribed by the Board.
3.7. The Secretary. The Secretary of the Company shall keep the
records of all meetings and written actions of the Board and shall be the
custodian of all contracts, deeds, documents and all other indicia of title to
properties owned by the Company and of its other corporate records and, subject
to the authority of the President,
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perform such duties and have such powers as are incident to the office of the
secretary of a corporation organized under the GCL and shall perform such other
duties and exercise such other powers as may from time to time be prescribed by
the Board.
3.8. Authorized Persons. Each of Judith Church and Sung Pak (or
such other person as may from time to time be designated by the Member for such
purpose) (collectively, the "Authorized Persons") is hereby designated as an
authorized person, within the meaning of the Act, to execute, deliver and cause
to be filed the certificate of formation of the Company (and any amendments
and/or restatements thereof) and any other certificates (and any amendments
and/or restatements thereof) necessary for the Company to qualify to do business
in a jurisdiction in which the Company may wish to conduct business.
ARTICLE IV
CAPITAL CONTRIBUTIONS AND UNITS
4.1. Initial Capital Contribution. The Member agrees to contribute
the Contributed Assets as defined in the Contribution and Subscription
Agreement, of even date herewith, between the Member and the Company.
4.2. Additional Contributions. The Member shall have the right, but
not the obligation, to make additional capital contributions to the Company at
the times and in the amounts determined by the Member.
4.3 Membership Units. The limited liability company interests in
the Company including the right to share in income, gains, losses, deductions,
credits, or similar items of, and to receive distributions from, the Company
pursuant to this Agreement and the Act (such interests, "Membership Interests"),
shall be represented by units of Membership Interest ("Membership Units") issued
by the Company to the Member. The Company is hereby authorized to issue as many
as One Hundred (100) Membership Units. The Board is hereby authorized to issue
and sell all or any lesser number of the Company's Membership Units, to such
persons, at such time, in such amounts as may be approved by the Board of
Directors and to accept in payment therefor money or other property, tangible or
intangible, actually received, or labor or services actually performed for the
Corporation, for its benefit or in its formation.
ARTICLE V
DISSOLUTION, ASSIGNMENT, TRANSFER
5.1. Dissolution. The Company shall be dissolved upon the earliest
to occur of any of the following: (a) the sale, transfer or other disposition of
all the assets of the Company, (b) the effective date of the written decision of
the Member to dissolve the
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Company, (c) the entry of a decree of judicial dissolution under Section 18-802
of the Act, or (d) the bankruptcy, retirement, resignation, expulsion or
dissolution of the Member or the occurrence of any other event which terminates
the continued membership of the Member in the Company.
5.2. Transfers. The Member shall be permitted to transfer all or
any portion of its interest in the Company. One or more additional members may
be admitted to the Company with the consent of the Member.
5.3. Resignation. The Member may not resign from the Company.
ARTICLE VI
LIABILITY, EXCULPATION, INDEMNIFICATION
6.1. Liability of the Member. Except as otherwise provided by the
Act or herein, the debts, obligations and liabilities of the Company, whether
arising in contract, tort or otherwise, shall be solely the debts, obligations
and liabilities of the Company, and the Member shall not be obligated personally
for any such debt, obligation or liability of the Company solely by reason of
being a member of the Company.
6.2. Exculpation. (a) Neither the Member, any Director, any
Authorized Officer, any Authorized Person, nor any of their respective
affiliates, directors, advisory directors, members, officers or employees (each,
a "Covered Person"), shall be liable to the Company or the Member for any loss,
liability, damage or claim incurred by reason of any act or omission performed
or omitted by such Covered Person in good faith on behalf of the Company.
Whenever in this Agreement a Covered Person is permitted or required to make
decisions in good faith, the Covered Person shall act under such standard and
shall not be subject to any other or different standard imposed by this
Agreement or any relevant provisions of law or in equity or otherwise.
(b) A Covered Person shall be fully protected in relying in good
faith upon the records of the Company and upon such information, opinions,
reports or statements presented to the Company by any person or entity as to
matters the Covered Person reasonably believes are within such person's or
entity's professional or expert competence.
6.3. Fiduciary Duty. To the extent that, at law or in equity, a
Covered Person has duties (including fiduciary duties) and liabilities relating
thereto to the Company or to the Member, a Covered Person acting under this
Agreement shall not be liable to the Company or to the Member for such Covered
Person's good faith reliance on the provisions of this Agreement. The provisions
of this Agreement, to the extent that they restrict the duties and liabilities
of a Covered Person otherwise existing at law or in
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equity, are agreed by the parties hereto to replace such other duties and
liabilities of such Covered Person.
6.4 Indemnification. To the fullest extent permitted by applicable
law, a Covered Person shall be entitled to indemnification from the Company for
any costs and expenses (including attorneys' fees and disbursements), loss,
liability, damage or claim incurred by such Covered Person by reason of any act
or omission performed or omitted by such Covered Person in good faith on behalf
of the Company. To the fullest extent permitted by applicable law, expenses
(including attorneys' fees and disbursements) incurred by a Covered Person in
defending any claim, demand, action, suit or proceeding shall, from time to
time, be advanced by the Company prior to the final disposition of such claim,
demand, action, suit or proceeding, subject to recapture by the Company
following a later determination that such Covered Person was not entitled to be
indemnified hereunder.
ARTICLE VII
MISCELLANEOUS
7.1. Amendment, Waiver, Etc. This Agreement may not be amended or
supplemented, and no waiver of or consent to departures from the provisions
hereof shall be effective, unless set forth in a writing signed by the Member.
7.2. Certificates. The Member shall be entitled to a certificate
representing its interest in the Company, in such form as may from time to time
be prescribed by the Board. Such certificate shall be signed by an officer of
the Company, which signature may be a facsimile thereof. In case the officer of
the Company who has signed or whose facsimile signature has been placed on such
certificate shall have ceased to be an officer of the Company before such
certificate is issued, it may be issued by the Company with the same effect as
if such person were an officer of the Company at the time of its issue. The
certificate shall contain a legend with respect to any restrictions on transfer.
7.3. Application of Article 8 of the Uniform Commercial Code. The
Company hereby irrevocably elects that all Membership Interests shall be
securities governed by Article 8 of the Uniform Commercial Code in effect in the
State of Delaware. Each certificate evidencing Membership Units shall bear the
following legend:
"THIS CERTIFICATE EVIDENCES A MEMBERSHIP INTEREST IN RA BRANDS, L.L.C.
AND SHALL BE A SECURITY FOR PURPOSES OF ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE
IN EFFECT IN THE STATE OF DELAWARE."
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Any Membership Unit certificate issued pursuant to the Contribution and
Subscription Agreement, of even date herewith, between the Member and the
Company, shall also bear any legend required pursuant to the terms thereof.
7.4. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED UNDER, THE LAWS OF THE STATE OF DELAWARE (WITHOUT REGARD TO CONFLICT
OF LAWS PRINCIPLES), ALL RIGHTS AND REMEDIES BEING GOVERNED BY SAID LAWS.
7.5. General. This Agreement constitutes the entire agreement among
the parties hereto with respect to the subject matter hereof and supersedes all
prior agreements and understandings pertaining thereto. This Agreement shall be
binding upon and inure to the benefit of all parties hereto and their successors
and permitted assigns. Except as provided in Sections 6.2 through 6.4 with
respect to the exculpation and indemnification of Covered Persons, nothing in
this Agreement shall confer any rights upon any person or entity other than the
parties hereto and their successors and permitted assigns. The invalidity or
unenforceability of any particular provision of this Agreement shall not affect
the other provisions hereof, and this Agreement shall be construed in all
respects as if such invalid or unenforceable provision was omitted.
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IN WITNESS WHEREOF, the undersigned, being the sole Member of the
Company, intending to be legally bound hereby, has duly executed this Agreement
as of the date first above written.
REMINGTON ARMS COMPANY, INC.
By: /s/ Mark A. Little
-----------------------------
Name: Mark A. Little
Title: Exec. V.P., C.F.O. and
C.A.O.
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ANNEX A
Thomas L. Millner
Mark A. Little
Nicole M. Apple
ANNEX B
Thomas L. Millner President
Mark A. Little Vice President
Nicole M. Apple Secretary and Treasurer