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Exhibit 3.46
LIMITED LIABILITY COMPANY AGREEMENT
PJC Essex Realty LLC
The undersigned, as the Sole Member of PJC Essex Realty LLC, a Delaware
limited liability company (the "LLC"), does hereby enter into this Limited
Liability Company Agreement, effective as of the 26th day of August, 2003.
I.
Place of Business
The principal place of business of the LLC shall be 50 Service Avenue,
Warwick, RI 02886 or such other address to which the business may from time to
time be moved with the approval of the Members. The resident agent of the LLC
shall be The Corporation Trust Company, Corporation Trust Center, 1209 Orange
Street, Wilmington, Delaware.
II.
Duration of the LLC
The LLC shall commence upon the filing of its Certificate of Formation with
the Secretary of State of Delaware, and shall continue in existence perpetually
unless terminated sooner by operation of law or by agreement between the
parties.
III.
Purpose
The purpose of the LLC shall be to acquire the real property and all
buildings and improvements thereon commonly known as 4 Main Street, Essex,
Connecticut, and to engage in any other lawful activity.
IV.
Members
The names and addresses of each of the Members of the LLC are set forth on
Schedule A, annexed hereto and made a part hereof. Additional members may be
added to the composition of the LLC upon the unanimous consent of the Members.
For the purposes of this Limited Liability Company Agreement, the term Member or
Members, whether in the singular or plural, shall refer to those Members or a
Member, as the case may be, from time to time set forth on Schedule A.
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V.
Membership Interests; Capital Contributions
The interest of each of the Members in the LLC is set forth on Schedule A,
annexed hereto and made a part hereof. The agreed value of the initial capital
contribution to the LLC on behalf of each Member is set forth on Schedule A. The
Members of the LLC and their interests in the profits, losses and distributions
from the LLC are set forth on Schedule A.
VI.
Additional Capital Contributions
The Members may but are not required to contribute in proportionate amounts
any additional capital deemed necessary for the operation of the LLC.
VII.
Division of Profits, Losses, and Distributions
All profits, losses and distributions of the LLC shall be allocated among
the Members based on their interests in the LLC as set forth on Schedule A. A
separate capital account shall be maintained for each Member. No Member shall
make any withdrawals from capital without prior approval of the LLC. If the
capital account of the Member becomes impaired, his share of subsequent LLC
profits shall be first credited to his capital account until that account has
been restored.
VIII.
Decisions and Actions of the LLC
All decisions and actions of the Members and of the LLC shall be decided by
the consent of the Members owning a majority of the interests set forth on
Schedule A in the LLC at meetings regularly called with notice to all Members or
by means of written consent of the Members owning a majority of the interests
set forth on Schedule A in the LLC with notice to or waiver of notice from all
Members.
IX.
Costs and Expenses
No Member shall be separately compensated on a salaried basis for services
performed in carrying out the purpose of the LLC. No salaries or individual
compensation shall be otherwise payable, without the consent of the LLC, for the
normal management of the LLC, although the LLC may from time to time employ one
or more persons at a designated salary.
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X.
Management
The business of the LLC shall be managed by and be under the authority
of its Members.
XI.
Banking
All funds of the LLC shall be deposited in its name in such checking
account or accounts as shall be designated by the Members. All withdrawals
therefrom are to be made upon checks which must be signed by the Members or a
representative or representatives designated by the Members.
XII.
Books
The LLC books shall be maintained at the offices of the LLC and each Member
shall have access thereto.
XIII.
Insurance
During the course of the term for which this LLC is formed, the LLC shall
carry such insurance as deemed appropriate by the Members.
XIV.
Voluntary Termination
The LLC may be dissolved at any time by agreement of the Members, in which
event the Members shall proceed with reasonable promptness to liquidate the LLC.
Upon dissolution, the assets of the LLC shall be distributed as provided in the
Delaware Limited Liability Company Act.
XV.
Distributions
Prior to dissolution, distributions to the Members shall be made in such
amounts and at such times as the Members shall determine.
XVI.
Amendments
This Limited Liability Company Agreement may be altered, amended, restated
or repealed and a new Limited Liability Company Agreement may be adopted by the
consent of the Members of the LLC.
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IN WITNESS WHEREOF, the undersigned has hereunto set its hand the day and
year first above written.
PJC Special Realty Holdings, Inc., Member
By: /s/ [ILLEGIBLE]
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Its: [ILLEGIBLE]
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SCHEDULE A
MEMBERS AND CAPITAL CONTRIBUTED
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Name and Address Property Contributed Membership Interest
PJC Special Realty
Holdings, Inc. $ 100.00 100%
50 Service Avenue
Warwick, RI 02886
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