Exhibit 3.24
OPERATING AGREEMENT OF
COPENHAVER HOLDINGS, LLC
A DELAWARE LIMITED LIABILITY COMPANY
THIS OPERATING AGREEMENT (this "Agreement") of Copenhaver Holdings,
LLC, a Delaware limited liability company (the "Company"), is entered into as of
April 9, 1998 and shall constitute the "limited liability company agreement" of
the Company within the meaning of Section 18-101(7) of the Delaware Limited
Liability Company Act, Title 6, Delaware Corporations Code, Section 18-101 et
seq., as amended (the "Act").
1.1 Except as otherwise provided in this Agreement, the default
provisions of the Act shall apply to the Company.
1.2 U.S. Office Products Company, a Delaware corporation, shall be the
sole "member" of the Company within the meaning of Section 18-101(11) of the Act
(the "Member").
1.3 The Member hereby enters into and forms the Company as a limited
liability company in accordance with the Act. The name of the Company shall be
"Copenhaver Holdings, LLC."
1.4 The Company shall maintain a Delaware registered office and agent
for the service of process as required by the Act. In the event the registered
agent ceases to act as such for any reason or the registered office shall
change, the Member shall promptly designate a replacement registered agent or
file a notice of change of address, as the case may be.
1.5 The purpose and scope of the Company shall be to engage in any
lawful act or activities as shall be determined by the Member in its sole and
absolute discretion.
1.6 The term (the "Term") of the Company shall begin as of the date of
filing of the Certificate of Formation for the Company in accordance with
Section 18-201 of the Act and shall continue until dissolved by the Member in
its sole and absolute discretion. Except as specifically provided in this
Section 1.6, the Company shall not be dissolved prior to the end of its Term.
1.7 Title to all Company property shall be held in the name of the
Company; provided, however, that the Company shall make such distributions of
cash and/or property to the Member from time to time as the Member shall
determine in its sole and absolute discretion.
1.8 Except as otherwise required by applicable law, the Member shall
have no personal liability for the debts and obligations of the Company.
1
1.9 The Member shall have no obligation to make any contributions to
the capital of the Company and shall make only such contributions as the Member
shall determine in its sole and absolute discretion.
1.10 The Member shall have no obligation to provide any services to the
Company and shall provide only such services as the Member shall determine in
its sole and absolute discretion.
1.11 The Company shall indemnify the Member to the fullest extent
permitted by law.
1.12 Pursuant to Sections 18-402 and 18-407 of the Act, the Member
shall delegate the management and operation of the Company to John M. Frisk,
Rudy Nesladek, Kathleen M. Delaney, and Mark D. Director who shall act as
managers of the Company. John M. Frisk shall hold the office of President of the
Company, Rudy Nesladek shall hold the offices of Treasurer and Secretary of the
Company, Kathleen M. Delaney shall hold the office of Vice-President of the
Company, and Mark D. Director shall hold the offices of Vice-President and
Assistant Secretary of the Company, each to serve until his successor is duly
elected and qualified. Notwithstanding any provision of this Agreement to the
contrary, any contract, agreement, deed, lease, note or other document or
instrument executed on behalf of the Company by the Member or managers shall be
deemed to have been duly executed and third parties shall be entitled to rely
upon the Member's and/or managers' power to bind the Company without otherwise
ascertaining that the requirements of this Agreement have been satisfied.
1.13 The "Copenhaver Holdings" name and mark are the property of the
Member. The Company's authority to use such names and marks may be withdrawn by
the Member at any time without compensation to the Company. Following the
dissolution and liquidation of the Company, all right, title and interest in and
to such names and marks shall be held solely by the Member.
1.14 The interpretation and enforceability of this Agreement and the
rights and liabilities of the Member as such shall be governed by the laws of
the State of Delaware as such laws are applied in connection with limited
liability company operating agreements entered into and wholly performed upon in
Delaware by residents of Delaware. To the extent permitted by the Act and other
applicable law, the provisions of this Agreement shall supersede any contrary
provisions of the Act or other applicable law.
1.15 In the event any provision of this Agreement is determined to be
invalid or unenforceable, such provision shall be deemed severed from the
remainder of this Agreement and replaced with a valid and enforceable provision
as similar in intent as reasonably possible to the provision so severed, and
shall not cause the invalidity or unenforceability of the remainder of this
Agreement.
1.16 This Agreement may be amended, in whole or in part, only through a
written amendment executed by the Member.
2
1.17 This Agreement contains the entire understanding and intent of the
Member regarding the Company and supersedes any prior written or oral agreement
respecting the Company. There are no representations, agreements, arrangements,
or understandings, oral or written, of the Member relating to the Company which
are not fully expressed in this Agreement.
IN WITNESS WHEREOF, the Member has executed this Agreement as of the
date first above written.
U.S. OFFICE PRODUCTS COMPANY,
Sole Member
- -------------------------------
Mark D. Director
Executive Vice President - Administration
and General Counsel
3