EXHIBIT NO. 3.20
AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
MERIDIAN IQ, LLC
This Amended and Restated Limited Liability Company Agreement (this
"Agreement") of Meridian IQ, LLC, is entered into by Yellow Dot Com Subsidiary,
Inc, a Delaware corporation ("Yellow"), pursuant to and in accordance with the
Delaware Limited Liability Company Act (6 Del.C. (S) 18-101, et seq.) (the
"Act"), for the regulation and management of the Company.
1. Name. The name of the limited liability company is Meridian IQ, LLC
(the "Company").
2. Purpose. The purpose for which the Company is organized is to
transact any and all lawful business for which limited liability companies may
be formed under the Act and which is not forbidden by the law of the
jurisdiction in which the Company engages in that business.
3. Registered Office; Registered Agent. The registered office and
registered agent of the Company in the State of Delaware shall be as specified
in the Certificate of Formation (the "Certificate of Formation") or Change of
Registered Office and/or Registered Agent filed with the Secretary of State of
the State of Delaware.
4. Principal Office. The principal office of the Company (at which the
books and records of the Company shall be maintained) shall be at such place as
the Managers may designate, which need not be in the State of Delaware. The
Company may have such other offices as the Managers may designate.
5. Member.
a. The term "Member" as used in this Agreement means Yellow, in its
capacity as a member (as defined in the Act) of the Company, and any person
hereafter admitted to the Company as a member, but such term does not
include any person who has ceased to be a member of the Company. The name
and the mailing address of the initial Member is as follows:
Yellow Dot Com Subsidiary, Inc.
10990 Roe Avenue
Overland Park, Kansas 66211
b. The Member shall not cease to be a member of the Company upon the
occurrence of any event described in Section 18-304 of the Act.
6. Powers. The Company shall have the power and authority to take any
and all actions necessary, appropriate, proper, advisable, convenient or
incidental to or for the
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furtherance of the purposes set forth in Section 2, including any and all powers
set forth in the Act.
7. Term. The term of the Company commenced on the date of the filing
of the Certificate of Formation in the Office of the Secretary of the State of
Delaware and shall be perpetual, unless it is dissolved sooner as a result of:
(a) the written election of the Member, (b) the entry of a decree of judicial
dissolution under Section 18-802 of the Act, or (c) the occurrence of an event
that causes there to be no members of the Company, unless the Company is
continued in accordance with the Act. No other event shall cause a dissolution
of the Company.
8. Capital Contributions. The Member shall make capital contributions
to the Company at such times and in such amounts as determined by the Member in
its sole discretion. All capital contributions made by the Member to the Company
shall be credited to the Member's account.
9. Distributions. The Company shall make cash distributions to the
Member at such times and in such amounts as may be determined by the Managers.
The Company may make non-cash distributions to the Member at such times and in
such forms as may be determined by the Managers. Notwithstanding any other
provision of this Agreement, neither the Company, nor the managers on behalf of
the Company, shall make a distribution to the Member if such distribution would
violate the Act or other applicable law.
10. Managers. Subject to the provisions of the Agreement, the Company
shall appoint managers (the "Managers"), who shall have exclusive authority to
act on behalf of the Company. Subject to the provisions of this Agreement, the
Managers shall have the authority to manage the business and affairs of the
Company. The Member shall have no authority to act on behalf of or bind the
Company. The Member shall select any and all Managers of the Company. The
initial Managers of the Company shall be Daniel J. Churay and James Ritchie. The
Member may remove any of the Managers at any time, with or without cause, upon
delivery to such Manager at the principal office of the Company of written
notice of such removal. Further, any of the Mangers may resign upon delivery to
the Member at the principal office of the Company of written notice of such
resignation. The Managers shall receive such compensation for their duties as
Managers as the Member shall determine in its sole discretion.
11. Officers. The officers of the Company shall be elected by the
Managers, and shall include a President, a Secretary, a Treasurer, and such
other officers, employees and agents as appointed, from time to time, in
accordance with this Agreement. Additionally, the President or the Managers
shall have the power to appoint such Vice Presidents and other officers
equivalent or junior thereto as the President may deem appropriate. Each officer
of the Company shall serve at the pleasure of the Managers, and the Managers may
remove any officer at any time with or without cause. Any officer, if appointed
by the President of the Company, may likewise be removed by the President of the
Company. All officers and agents of the Company shall have such authority and
perform such duties in the management of the property and affairs of the Company
as generally pertain to their respective offices, as well as such authority and
duties as may be determined by the Managers. Checks, notes, drafts, other
commercial instruments, assignments, guarantees of signatures, and contracts
(except as otherwise provided herein or by law) shall be executed by the
President, any Vice President, the
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Secretary, the Treasurer, or such officers or employees or agents as the
Managers or any of such designated officers may direct.
12. Exculpation. None of the Managers, the Member, nor any owner,
officer, director or employee of the Company or of the Member, shall be liable,
responsible or accountable in damages or otherwise to the Company or the Member
for any action taken or failure to act (EVEN IF SUCH ACTION OR FAILURE TO ACT
CONSTITUTED THE NEGLIGENCE OF A PERSON, INCLUDING THE PERSON FOR WHOM
EXCULPATION IS SOUGHT HEREUNDER) on behalf of the Company within the scope of
the authority conferred on the person described in this Agreement or by law
unless such act or omission was performed or omitted fraudulently or constituted
gross negligence or willful misconduct. To The extent that, at law or in equity,
any Manager, the Member, or any owner, officer, director or employee of the
Company or of the Member have duties (including fiduciary duties) and
liabilities relating to the company, any Manager, the Member or any owner,
officer, director or employee of the Company or of the Member acting under this
Agreement shall not be liable to the Company or the Member for their reliance on
the provisions of this Agreement. The provisions of this Agreement, to the
extent that they expand or restrict the duties and liabilities of any Manager,
the Member or any owner, officer, director or employee of the Company or the
Member otherwise existing at law or in equity, are agreed to by the Member
pursuant to the provisions of Section 18-1101 of the Act to replace such other
duties and liabilities of any Manager, the Member or any owner, officer,
director or employee of the Company or of the member.
13. Indemnification.
(a) The Company shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative by reason of the fact that such person
is or was, at any time prior to or during which this Section 13 is in
effect, a manager or member of the Company, or is or was, at any time
prior to or during which this Section 13 is in effect, serving at the
request of the Company, as a manager, director or officer of a
corporation, partnership, limited liability company, joint venture,
trust, other enterprise or employee benefit plan against reasonable
expenses (including attorneys' fees), judgments, fines, penalties,
amounts paid in settlement and other liabilities actually and
reasonably incurred by such person in connection with such action,
suit or proceeding to the full extent permitted by law.
(b) Expenses incurred by a person who is or was a manager or
member of the Company in appearing at, participating in or defending
any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, shall be
paid by the Company at reasonable intervals in advance of the final
disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the member or manager to repay such
amount if it shall ultimately be determined that he is not entitled to
be indemnified by the Company as authorized by this Section 13. The
indemnification and advancement of expenses provided by this Section
13 shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be or become
entitled under any
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law, this Agreement, the decision of the managers, or the Member or
otherwise, or under any policy or policies of insurance purchased and
maintained by the Company on behalf of any such person, both as to
action in his official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has
ceased to be a manager or member and shall inure to the benefit of the
heirs, executors and administrators of such person.
(c) The rights provided by this Section 13 are for the benefit of
the persons referred to herein and their respective heirs, executors
and administrators and shall be legally enforceable against the
Company by such persons (who shall be presumed to have relied on such
rights in undertaking or continuing any of the positions referred to
herein) or by their respective heirs, executors and administrators. No
amendment to or restatement of this Section 13, or merger,
consolidation, conversion or reorganization of the Company, shall
impair the rights of indemnification provided by this Section 13 with
respect to any action or failure to act, or alleged action or failure
to act, occurring or alleged to have occurred prior to such amendment,
restatement, merger, consolidation, conversion or reorganization.
14. Mergers and Exchanges. Subject to the requirements of the Act, the
Company may be a party to a merger, consolidation, share or interest exchange or
other transaction authorized by the Act.
15. Amendments to this Agreement. The power to alter, amend, restate,
or repeal this Agreement or to adopt a new limited liability company agreement
is vested in the Member. This Agreement may be amended, modified, supplemented
or restated in any manner permitted by applicable law and approved by the
Member.
16. Governing Law. This Agreement shall be governed by, and construed
under, the laws of the State of Delaware (without regard to principles of
conflict of laws), all rights and remedies being governed by said laws.
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IN WITNESS WHEREOF, the undersigned, intending to be bound hereby, has
duly executed this Agreement to be effective as of August 4, 2003.
YELLOW DOT COM SUBSIDIARY, INC.
By: /s/ DANIEL J. CHURAY
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Name: Daniel J. Churay
Title: Vice President
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