Exhibit 3.100
WESCAM AIR OPS LLC
LIMITED LIABILITY COMPANY AGREEMENT
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This Limited Liability Company Agreement (this "Agreement") for Wescam
Air Ops LLC, a Delaware limited liability company (the "Company"), is adopted as
of the 25th day of January, 2001, by Wescam Incorporated, a Florida corporation
(the "Member").
1. FORMATION. The Company has been formed as a Delaware limited
liability company pursuant to the Delaware Limited Liability Company Act (the
"Act") by filing a Certificate of Formation with the Delaware Secretary of State
in accordance with the Act, and the rights and liabilities of the Member shall
be as provided in the Act, except as otherwise provided herein.
2. NAME. The Company shall be conducted under the name of Wescam Air
Ops LLC or such other name as from time to time may be determined by the Member.
3. PRINCIPAL PLACE OF BUSINESS. The principal place of business of the
Company shall be at such place or places as from time to time may be determined
by the Member.
4. TERM. The Company shall commence on the date hereof and shall
continue in perpetuity unless terminated pursuant to the terms hereof.
5. PURPOSE. The purpose of the Company shall be the transaction of any
or all lawful business for which limited liability companies may be organized
under the Act. The Company shall have all powers necessary or desirable to
accomplish the aforesaid purposes.
6. QUALIFICATION AND REGISTRATION. The Company and its Member shall,
as soon as practicable, take all action necessary to qualify the Company to do
business and to execute all certificates or other documents, and perform all
filings and recordings, as are required by the laws of the State of Delaware and
the other jurisdictions in which the Company does business. The registered
office of the Company in the State of Delaware shall be located at 103 Springer
Building, 3411 Silverside Road, Wilmington, Delaware. The name of its registered
agent at such address is Organization Services, Inc.
7. CAPITAL CONTRIBUTIONS.
(a) Initial Contribution. The initial capital contribution of the
Member shall consist of those assets and liabilities more particularly
described on Schedule A, which is attached hereto and made a part hereof.
(b) Additional Capital Contributions. The Member shall not be
obligated to make additional capital contributions to the Company. Any
additional capital contributions may be made by the Member in its sole
discretion.
(c) Capital Account. The Company may maintain a capital account for
the Member. The Member's capital account shall consist of the Member's
initial capital
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contribution, increased by additional capital contributions and by the
Member's share of Company profits and decreased by distributions to the
Member and by the Member's share of Company losses. No advance of money to
the Company by the Member shall be credited to the Member's capital
account.
8. TAX MATTERS, ALLOCATIONS AND DISTRIBUTIONS.
(a) Classification. Except as otherwise required by applicable
provisions of tax law, solely for federal income tax purposes and for
purposes of certain state tax laws, the Company shall be disregarded as an
entity separate from the Member.
(b) Allocations. Each item of Company income, gain, loss, deduction,
and credit shall be treated as if realized directly by, and shall be
allocated 100% to, the Member.
(c) Distributions. Distributions of cash or other assets shall be made
in the amounts and at the times determined by the Member. No distribution
shall be made to the extent prohibited by the Act.
(d) Tax Records. The Member shall cause the Company to maintain
separate books and records for the Company in accordance with Section 9 of
this Agreement. The Member's contributions to the Company and distributions
from the Company shall be recorded in such books and records together with
Company income, gain, loss, deduction and credit and all other matters
relative to the Company's business as are usually entered into books and
records of account maintained by persons engaged in business of a like
character.
9. ACCOUNTING AND REPORTS.
(a) Books of Account. The Company shall maintain or cause to be
maintained at all times true and proper books, records, reports and
accounts in accordance with generally accepted accounting principles
consistently applied, in which shall be entered fully and accurately all
transactions of the Company and each Member shall have access thereto at
all reasonable times. The Company shall keep vouchers, statements,
receipted bills and invoices and all other records in connection with the
Company's business.
(b) Accounting and Reports. The books of account shall be closed
promptly after the end of each fiscal year. Promptly thereafter, the
Company shall make such written reports to the Member as it determines,
which may include a balance sheet of the Company as of the end of such
year, a statement of income and expenses for such year, a statement of the
Member's capital account as of the end of such year, and such other
statements with respect to the status of the Company and distribution of
the profits and losses therefrom as are considered necessary by the Member.
(c) Fiscal Year. The fiscal year of the Company shall be the same as
the fiscal year of the Member.
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(d) Banking. An account or accounts in the name of the Company shall
be maintained in such bank or banks as the Member may from time to time
select. All monies and funds of the Company, and all instruments for the
payment of money to the Company, shall, when received, be deposited in said
bank account or accounts, or prudently invested in marketable securities or
other negotiable instruments. All checks, drafts and orders upon said
account or accounts shall be signed in the Company name by such persons in
such manner as the Member may from time to time determine.
(e) Tax Returns. The Company shall provide for the preparation and
filing of all necessary tax returns or other filings required under any
governmental authority in accordance with procedures approved by the
Member.
10. MANAGEMENT AND DUTIES.
(a) Responsibility of Member. The Member shall have full, exclusive
and complete discretion in the management and control of the business and
affairs of the Company for the purpose herein stated, and shall make all
decisions affecting the Company's business and affairs, except as otherwise
expressly limited herein. The Member shall have full authority to bind the
Company by execution of documents, instruments, agreements, contracts or
otherwise to any obligation not inconsistent with the provisions of this
Agreement.
(b) Expenditures by Company. The Company shall, upon the direction of
the Member, pay compensation for accounting, administrative, legal,
technical and management services rendered to the Company. The Member shall
be entitled to reimbursement by the Company for any expenditure necessarily
and reasonably incurred by it on behalf of the Company, which shall be made
out of the funds of the Company.
(c) Officers. The Member may from time to time elect officers of the
Company, each of which shall have the authority and responsibility and
serve for the term designated by the Member by resolution. None of the
officers shall be deemed managers as that term is used in the Act, but each
officer shall be deemed an agent of the Company.
(d) No Fiduciary Duties. Not by means of limitation of anything
contained in this Agreement or the Act, the Member has no fiduciary duties
to the Company whatever.
(e) Rights and Obligations of the Member. The Member shall not be
personally liable for any of the debts of the Company or any of the losses
thereof, whether arising in tort, contract, or otherwise, beyond the
amounts contributed by it to the capital of the Company.
(f) Liability of the Member. The Member shall not be liable,
responsible or accountable in damages or otherwise to the Company for any
good faith act or omission on behalf of the Company within the scope of the
authority conferred on the Member by this Agreement or by law unless such
action or omission was performed or omitted in bad faith or constituted
gross negligence or willful misconduct.
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11. ADMISSION OF NEW MEMBERS. New members may not be admitted to the
Company without the prior written consent of and upon terms approved by the
Member. An assignee of the entire interest of a sole member of the Company shall
become the sole member of the Company and shall be entitled to participate in
the management of the Company and to exercise all rights and powers of a member
of the Company upon the effectiveness of such assignment by its terms. In any
other case, prior to admission, the new member(s) and the Member shall amend and
restate this Agreement in its entirety.
12. DISSOLUTION OF THE COMPANY.
(a) Events Resulting in Dissolution. The Company shall be dissolved
only upon the first to occur off the following:
(i) The written determination of the Member; or
(ii) The entry of a decree of judicial dissolution under the Act.
(b) Dissolution Procedures. In the event of the dissolution of the
Company for any reason, the Member shall commence to wind up the affairs of
the Company. Upon completion of the payment of all debts and liabilities,
payment of all expenses of dissolution and the distribution of any
remaining assets to the Member, the Company shall terminate and a
Certificate of Cancellation shall be filed with the Secretary of State of
Delaware and in any other jurisdiction where such filing is required.
13. AMENDMENTS TO AGREEMENT. This Agreement may be altered, amended or
repealed by the Member in writing at any time and from time to time.
14. INDEMNIFICATION. The Company shall indemnify, defend and hold
harmless any person who was or is a member, manager, employee, or agent of the
Company, or who is or was serving at the request of the Company as a member,
director, manager, employee, or agent of another limited liability company,
corporation, partnership, joint venture, trust or other enterprise (an
"Indemnitee") from and against any loss, liability, damage, cost or expense
(including reasonable attorneys' fees and litigation costs) sustained or
incurred by each Indemnitee as a result of any act, decision or omission
concerning the business or activities of, or that otherwise is related to, the
Company. The Company may purchase and maintain insurance for those persons as,
and to the extent not prohibited by, the Act.
15. MISCELLANEOUS.
(a) Notices. All notices, offers or other communications required or
permitted to be given pursuant to this Agreement shall be in writing and
shall be considered as properly given or made, if mailed, five business
days after mailing from within the United States by first class United
States mail, postage prepaid, return receipt requested, or by personal
delivery to the address of the principal place of business set forth in
Section 3 if to the Company or to the address as the same appears on the
records of the Company if to the Member. The Member may change its address
by giving notice to the Company. Commencing on the tenth day after the
giving of such notice, such newly
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designated address shall be such Member's address for purposes of all
notices or other communications required or permitted to be given pursuant
to this Agreement.
(b) Company Property. All property, whether real, personal or mixed,
tangible or intangible, and wherever located, contributed by the Member to
the Company or acquired by the Company shall be the property of the
Company. All files, documents, and records shall be the property of the
Company and shall remain in the possession of the Company.
(c) Successors. This Agreement and all the terms and provisions hereof
shall be binding upon and shall inure to the benefit of the Member and its
respective legal representatives, heirs, successors and assigns, except as
expressly herein otherwise provided.
(d) Governing Law. This Agreement shall be governed, construed and
enforced in conformity with the laws of the State of Delaware.
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IN WITNESS WHEREOF, the Member has adopted this Agreement as of the
day and year first above written.
WESCAM INCORPORATED
By: /s/ Bruce Latimer
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Its: Bruce Latimer
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Officer and Director
SCHEDULE A
CAPITAL CONTRIBUTIONS
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CAPITAL NUMBER OF
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MEMBER CONTRIBUTION UNITS
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Wescam Incorporated $100 100
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