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Exhibit 3.2
LIMITED LIABILITY COMPANY AGREEMENT
OF
GLOBAL DECISIONS GROUP LLC
This Limited Liability Company Agreement (this "Agreement") of
Global Decisions Group LLC, is entered into between MCM Group, Inc. ("MGI") and
McCarthy, Crisanti & Maffei, Inc. ("MCM"), as members (the "Members").
The Members hereby form 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
agree as follows:
i. Name. The name of the limited liability company formed
hereby is Global Decisions Group LLC (the "Company").
ii. 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.
iii. Registered Office. The address of the registered office
of the Company in the State of Delaware is c/o The Corporation Trust Company,
Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County,
Delaware 19801.
iv. 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 is The Corporation Trust Company, Corporation Trust Center, 1209 Orange
Street, Wilmington, New Castle County, Delaware 19801.
v. Members. The names and mailing addresses of the Members
are as follows:
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Name Address
---- -------
MCM Group, Inc. c/o McCarthy, Crisanti & Maffei, Inc.
One Chase Manhattan Plaza
Fl. 37
New York, NY 10005
McCarthy, Crisanti & Maffei, Inc. One Chase Manhattan Plaza
Fl. 37
New York, NY 10005
vi. Powers. The business and affairs of the Company shall
be managed by the Members. The Members shall have the power to do any and all
acts necessary or convenient to or for the furtherance of the purposes described
herein, including all powers, statutory or otherwise, possessed by members under
the laws of the State of Delaware. Melanie Johnson is hereby designated as an
authorized person, within the meaning of the Act, to execute, deliver and file
the certificate of formation of the Company (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.
vii. Dissolution. The Company shall dissolve, and its
affairs shall be wound up, upon the first to occur of the following: (a)
December 31, 2095, (b) the written consent of the Members, (c) the death,
retirement, resignation, expulsion, bankruptcy or dissolution of a Member or the
occurrence of any other event which terminates the continued membership of a
Member in the Company, or (d) the entry of a decree of judicial dissolution
under Section 18-802 of the Act.
viii. Capital Contributions. The Members have contributed
the following amounts, in cash, and no other property, to the Company:
MGI $50
MCM $50
ix. Additional Contributions. No Member is required to
make any additional capital contribution to the Company.
x. Allocation of Profits and Losses. The Company's
profits and losses shall be allocated in proportion to the capital contributions
of the Members.
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xi. Distributions. Distributions shall be made to the
Members at the times and in the aggregate amounts determined by the Members.
Such distributions shall be allocated among the Members in the same proportion
as their then capital account balances.
xii. Assignments. A Member may not assign in whole or in
part his limited liability company interest.
xiii. Resignation. A Member may not resign from the Company
except pursuant to an amendment to this Agreement signed by all the Members and
such substituted or additional Members as may be admitted pursuant to such
amendment.
xiv. Admission of Additional Members. One (1) or more
additional members of the Company may be admitted to the Company with the
consent of the Members.
xv. Liability of Members. The Members shall not have any
liability for the obligations or liabilities of the Company except to the extent
provided in the Act.
xvi. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED UNDER, THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO
PRINCIPLES OF CONFLICTS OF LAW, ALL RIGHTS AND REMEDIES BEING GOVERNED BY SAID
LAWS.
xvii. Entire Agreement. This Agreement and the Certificate
of Formation embody the entire agreement and understanding between the Members
with respect to the transactions referred to herein and supersede all prior
agreements and understandings, written or oral, relating to the formation of the
Company.
xviii. Miscellaneous. This Agreement may be executed in any
number of counterparts, each of which is an original, but all of which together
constitute but one instrument. Except as otherwise indicated, references herein
to any "Section" means a "Section" of this Agreement. The section headings in
this Agreement are for purposes of reference only and shall not limit or define
the meaning hereof.
xix. Specific Authorization. The Company may enter into
and perform the Plan of Merger and Exchange Agreement (the "Agreement"), to be
entered into among the Company, MCM Group, Inc., GDG Merger Corporation, certain
stockholders named therein, and The Goldman Sachs Group, L.P., and file a
registration statement on Form S-4 with the Securities and Exchange Commission
in
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respect of the issuance of LLC Units, as contemplated by the Agreement, without
any further act, vote or approval of any Member. Any Officer of any Member is
hereby authorized to execute the agreements described in the preceding sentence
on behalf of the Company, but such authorization shall not be deemed a
restriction on the power of such Officer to enter into other agreements on
behalf of the Company. The Company may also organize and own all of the common
stock of GDG Merger Corporation, a Delaware corporation. The Company and MGI and
MCM acting alone or together are hereby authorized to do and perform such acts
and things as any of them, in its discretion, may deem necessary or advisable in
connection with the foregoing.
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IN WITNESS WHEREOF, the undersigned, intending to be legally
bound hereby, have duly executed this Limited Liability Company Agreement as of
the 13th day of June, 1997.
MCM GROUP, INC.
By: /s/ David D. Nixon
______________________________________
Name: David D. Nixon
Title: President and CEO
MCCARTHY, CRISANTI & MAFFEI, INC.
By: /s/ David D. Nixon
______________________________________
Name: David D. Nixon
Title: President and CEO
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