EXHIBIT 3.3
- --------------------------------------------------------------------------------
MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
- --------------------------------------------------------------------------------
Date Received (FOR BUREAU USE ONLY)
This document is effective on the date filed,
unless a subsequent effective date within 90
- --------------------------------- days after received date is stated in the
document.
- ---------------------------------
- -------------------------------------------
Name PAUL R. FRANSWAY
PEAR SPERLING EGGAN & MUSKOVITZ, P.C.
- -------------------------------------------
Address
24 FRANK LLOYD WRIGHT DR.
- -------------------------------------------
City State Zip Code
ANN ARBOR MI 48105 EFFECTIVE DATE:
- ------------------------------------------- -----------------------------------
Document will be returned to the name and address you enter above.
If left blank document will be mailed to the registered office.
ARTICLES OF ORGANIZATION -----------------------
For use by Domestic Limited Liability Companies B
(Please read information and instructions on last page) -----------------------
Pursuant to the provisions of Act 23, Public Acts of 1993, the undersigned
execute the following Articles:
ARTICLE 1
- --------------------------------------------------------------------------------
The name of the limited liability company is: DOMINO'S PIZZA I LLC
- --------------------------------------------------------------------------------
ARTICLE II
- --------------------------------------------------------------------------------
The purpose or purposes for which the limited liability company is formed is to
engage in any activity within the purposes for which a limited liability company
may be formed under the Limited Liability Act of Michigan.
- --------------------------------------------------------------------------------
ARTICLE III
- --------------------------------------------------------------------------------
The duration of the limited liability company if other than perpetual is:
- --------------------------------------------------------------------------------
ARTICLE IV
- --------------------------------------------------------------------------------
1. The street address of the location of the registered office is:
30600 TELEGRAPH RD., SUITE 3275 BINGHAM FARMS, Michigan 48025
- ---------------------------------------------- -----------------------
(Street Address) (City) (ZIP Code)
2. The mailing address of the registered office if different than above:
, Michigan
- ---------------------------------------------- -----------------------
(Street Address) (City) (ZIP Code)
3. The name of the resident agent at the registered office is:
CT CORPORATION SYSTEM
- --------------------------------------------------------------------------------
ARTICLE V (insert any desired additional provision authorized by the Act;
attach additional pages if needed.)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Signed this 22nd day of October, 1999
Domino's Pizza, Inc.
By /s/ Harry Silverman
-----------------------------------
(Signature)
Harry Silverman, Vice President
--------------------------------------
(Type or Print Name)
DOMINO'S PIZZA I LLC
ARTICLES OF ORGANIZATION
ARTICLE VIII
Section 8.1 Limitation of Liability. A Manager of the Company shall not be
personally liable to the Company or its Members for monetary damages resulting
from a breach of fiduciary duties imposed on the Manager, except for liability:
(a) resulting from breach of the Manager's duty of loyalty to the Company
or its Members;
(b) resulting from any acts or omissions not in good faith or which involve
intentional misconduct or knowing violations of law;
(c) resulting from a violation of Section 551(1) of the Michigan Business
Corporation Act (the "Act"); or
(d) resulting from any transaction from which the Manager derived an
improper personal benefit.
In the event that the Michigan Business Corporation Act is hereby amended to
authorize Company action further eliminating or limiting personal liability of
Managers, then the liability of the Managers of this Company shall be eliminated
or limited to the fullest extent permitted by the Michigan Corporation Act so
amended. Any repeal, modification or amendment of any provision in these
Articles of Organization inconsistent with this Article shall not adversely
affect any right or protection of a Manager of the Company existing at the time
of such repeal, modification or amendment for or with respect to any act or
omission occurring prior to the time of such repeal, modification or amendment.
ARTICLE IX
Section 9.1 Action by Third Party. Except to the extent limited by the Act, the
Company has the power to indemnify a person who has or is a party or is
threatened to be made a party to a threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative and
whether formal or informal, other than an action by or in the right of the
Company, by reason of the fact that he or she is or was a Manager, officer,
employee or agent of the Company, or is or was serving at the request of the
Company as a Manager, officer, partner, trustee, employee or agent of another
foreign or domestic Company, partnership, joint venture, trust or other
enterprise, whether profit or not, against expenses, including attorneys' fees,
judgments, penalties, fines and amounts paid in settlement actually and
reasonably incurred by him or her in connection with the action, suit or
proceeding, if the person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the Company
or its Members, and with respect to a criminal action or proceeding, if the
person had no reasonable cause to believe his or
her conduct was unlawful. The termination of an action, suit, or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, does not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the Company or its Members, and, with
respect to a criminal action or proceeding, had reasonable cause to believe that
his or her conduct was unlawful.
Section 9.2 Action by or in Right of Company. Except to the extent limited by
the Act, the Company has the power to indemnify a person who was or is a party
to or is threatened to be made a party to a threatened, pending or completed
action or suit by or in the right of the Company to procure a judgment in its
favor by reason of the fact that he or she is or was a Manager, officer,
employee or agent of the Company, or is or was serving at the request of the
Company as a Manager, officer, partner, trustee, employee, or agent of another
foreign or domestic Company, partnership, joint venture, trust, or other
enterprise, whether for profit or not, against expenses, including actual and
reasonable attorneys' fees, and amount paid in settlement incurred by the person
in connection with the action or suit, if the person acted in good faith and in
a manner the person reasonably believed to be in or not opposed to the best
interests of the Company or its Members. However, indemnification shall not be
made for a claim, issue, or matter in which the person has been found liable to
the Company unless and only to the extent that the court in which the action or
suit was brought has determined upon application that, despite the adjudication
of liability, but in view of all circumstances of the case, the person is fairly
and reasonably entitled to indemnification for the expenses which the court
considers proper.
Section 9.3 Expense. Indemnification against expenses:
(a) To the extent that a Manager, officer, employee, or agent of the
Company has been successful on the merits or otherwise in defense of
an action, suit, or proceeding referred to above in Sections 9.1 or
9.2, or in defense of a claim, issue, or matter in the action, suit or
proceeding, he or she shall be indemnified against expenses, including
actual and reasonable attorney's fees, incurred by him or her in
connection with the action, suit, or proceeding and an action, suit or
proceeding brought to enforce the mandatory indemnification provided
in this Subsection.
(b) An indemnification under Sections 9.1 and 9.2 above, unless ordered by
a court, shall be made by the Company only as authorized in the
specific case upon a determination that indemnification of the
Manager, officer, employee or agent is proper in the circumstances
because he or she has met the applicable standard of conduct set forth
in Subsections 9.1 and 9.2 above. This determination shall be made in
any of the following ways:
(i} By a majority vote of a quorum of the Board consisting of
Managers who were not parties to the action, suit or proceeding.
(ii) If the quorum described in subdivision (i) is not obtainable,
then by a majority vote of a committee of Managers who are not
parties to the action. The committee shall consist of not less
than two (2) disinterested Managers.
(iii) By independent legal counsel in a written opinion.
(iv) By the Members.
(c) If a person is entitled to indemnification under Section 9.1 or 9.2
for a portion of expenses including attorneys' fees, judgments,
penalties, fines, and amounts paid in settlement, but not for the
total amount thereof, the Company may indemnify the person for the
portion of the expenses, judgments, penalties, fines, or amounts paid
in settlement for which the person is entitled to be indemnified.
Section 9.4 Payment in Advance. Expenses incurred in defending a civil or
criminal action, suit, or proceeding described in Sections 9.1 or 9.2 above may
be paid by the Company in advance of the final disposition of the action, suit,
or proceeding upon receipt of an undertaking by or on behalf of the Manager,
officer, employee, or agent to repay the expenses if it is ultimately determined
that the person is not entitled to be indemnified by the Company. The
undertaking shall be by unlimited general obligation of the person on whose
behalf advances are made but need not be secured.
Section 9.5 Nonexclusivity.
(a) The indemnification or advancement of expenses provided under Sections
9.1 to 9.4 is not exclusive of other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the
Articles of Organization, Bylaws or a contractual agreement. However,
the total amount of expenses advanced or indemnified from all sources
combined shall not exceed the amount of actual expenses incurred by
the person seeking indemnification or advancement of expenses.
(b) The Indemnification provided for in Sections 9.1 to 9.4 continues as
to a person who ceases to be a Manager, officer, employee, or agent
and shall inure to the benefit of the heirs, executors, and
administrators of the person.
Section 9.6 Insurance. The Company shall have the power to purchase and maintain
insurance on behalf of any person who is or was a Manager, officer, employee or
agent of the Company, or is or was serving at the request of the COmpany as a
Manager, officer, employee or agent of another Company, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity or arising out of his status as such,
whether or not the Company would have the power to indemnify him against such
liability under Sections 9.1 to 9.5.
Section 9.7 Constituent Companies. For purposes of Sections 9.1 to 9.6 above,
"Company" includes all constituent Companies absorbed in a consolidation or
merger and the resulting or surviving Company, so that a person who is or was a
Manager, officer, employee, or agent of the constituent Company or is or was
serving at the request of the constituent Company as a Manager, officer,
partner, trustee, employee, or agent of another foreign or domestic Company,
partnership, joint venture, trust, or other enterprise whether for profit or not
shall stand in the same position under the provisions of this Subsection with
respect to the resulting or surviving Company as the person would if he or she
had served the resulting or surviving Company in the same capacity.
Section 9.8 Definitions. For the purposes of Sections 9.1 to 9.6 above, "other
enterprises" shall include employee benefit plans; "fines" shall include any
excise taxes assessed on a person with respect to an employee benefit plan; and
"serving at the request of the Company" shall include any service as a Manager,
officer, employee, or agent of the Company which imposes duties on, or involves
services by, the Manager, officer, employee, or agent with respect to an
employee benefit plan, its participants or beneficiaries; and a person who acted
in good faith and in a manner he or she reasonably believed to be in the
interest of the participants and beneficiaries of an employee benefit plan shall
be considered to have acted in a manner "not opposed to the best interests of
the Company or its Members" as referred to in Sections 9.1 and 9.2 above.