Ex-3.16
OPERATING AGREEMENT
OF
ARMOR GROUP SECURITY SERVICES, LLC
This Operating Agreement (this "Agreement") of Armor Group Security
Services, LLC (the "Company"), is entered into as of the 22nd day of November,
2000 by and between Armor Group Limited Partnership (the "Member"), a Scottish
limited partnership, and the Company.
Pursuant to and in accordance with the Limited Liability Company Law of
the State of Delaware, as amended from time to time (the "LLCL"), the Member
hereby agrees as follows:
1. Name. The name of the limited liability company shall be Armor Group
Security Services, LLC.
2. Office. The principal office of the Company shall be located at 1400
Marsh Landing Parkway, Suite 112, Jacksonville, FL 32250 or such other place or
places as the Member shall determine.
3. Term. The term of the Company commenced as of the date of filing of the
Certificate of Formation of the Company with the Secretary of State of the State
of Delaware and the Company shall be dissolved and its affairs wound up as
provided in said Certificate, in this Agreement or as otherwise provided in the
LLCL.
4. Purpose. The Company is formed for the purpose of engaging in any
lawful act or activity for which limited liability companies may be organized
under the LLCL, and engaging in any other lawful act or activity for which
limited liability companies may be formed under the LLCL and engaging in any and
all activities necessary or incidental to the foregoing.
5. Member. The name and the mailing address of the Member is as follows:
Name Address
---- -------
Armor Group Limited Partnership 1400 Marsh Landing Parkway
Suite 112
Jacksonville, FL 32250
The Member is authorized to admit additional members and/or create
different classes of members.
6. Management; Powers. The business and affairs of the Company shall be
managed by the Member. The Member is authorized to execute any and all documents
on behalf of the Company necessary or appropriate in connection with the
acquisition, financing, operation, management
or development of any property of the Company. The Member may appoint one or
more Managers who shall be authorized to exercise such of the Member's rights
and power as designated by the Member.
7. Capital Contributions. The initial capitalization of the Company by the
Member is set forth on Schedule A.
8. Additional Contributions. The Member is not required to make any
additional capital contribution to the Company, provided however, that
additional capital contributions may be made at such time and in such amounts as
the Member shall determine.
9. Allocation of Profits and Losses. The Company's profits and losses
shall be allocated to the Member as set forth on Schedule A.
10. Distributions. Distributions shall be made to the Members at the times
and in the aggregate amounts determined by the Member and in accordance with the
same percentages as profits and losses are allocated.
11. Admission of Additional Members. The Member may cause the Company to
admit one or more additional members to the Company.
12. Liability of Members. The Member shall not have any liability for the
obligations or liabilities of the Company.
13. Exculpation of Member. The Member shall not be liable to the Company
for any breach of duty in such capacity, unless otherwise required by law.
14. Governing Law. This Agreement shall be governed by, and construed
under, the laws of the State of Delaware, all rights and remedies being governed
by said laws.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby,
has duly executed this Operating Agreement.
ARMOR GROUP SECURITY SERVICES, LLC
By: /s/ Jonathan M. Spiller
--------------------------------
Name: Jonathan M. Spiller
Title: Manager
By: /s/ Robert R. Schiller
--------------------------------
Name: Robert R. Schiller
Title: Manager
ARMOR GROUP LIMITED PARTNERSHIP
By: Armor Holdings GP, LLC
By: /s/ Robert R. Schiller
--------------------------------
Name: Robert R. Schiller
Title: Secretary
EXHIBIT A
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Name Capital Contribution Allocation of Profits and Losses
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Armor Group Limited $100 100%
Partnership
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