Exhibit 3.46
AMENDED AND RESTATED
OPERATING AGREEMENT OF
THE J. THAYER COMPANY, L.L.C.,
A DELAWARE LIMITED LIABILITY COMPANY
THIS AMENDED AND RESTATED OPERATING AGREEMENT (this "Agreement") of The
J. Thayer Company, L.L.C., a Delaware limited liability company (the "Company"),
is entered into as of April 24, 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").
WHEREAS, on March 30, 1998 the Company entered into an operating
agreement, constituting the "limited liability company agreement" of the Company
within the meaning of Section 18-101(7) of the Act;
WHEREAS, the Company desires to amend Section 1.12 of such operating
agreement to authorize the Member to delegate to one or more managers the
management and operation of the Company;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company hereby amends and
restates such operating agreement in its entirety as follows:
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
"The J. Thayer Company, L.L.C."
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 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.
1.9 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 Thayer, Jeff
Livermore, Kathleen M. Delaney, and Mark Director, who shall act as managers of
the Company. John Thayer shall hold the offices of President and Secretary of
the Company, Jeff Livermore shall hold the office of Chief Financial Officer of
the Company, Kathleen M. Delaney shall hold the office of Vice-President, and
Mark 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 "The J. Thayer Company" name and mark are the property of the
Member. The Company's authority to use such name and mark 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 name and mark 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.
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
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Mark D. Director
Executive Vice-President, Administration
and General Counsel