EXHIBIT 3.15
The Hadley Group LLC
Limited Liability Company Agreement
This Limited Liability Company Agreement (this "Agreement") is made and
entered into as of November 30, 2000 by The Hadley Group LLC, a Delaware limited
liability company (the "Company") and American Seafoods International LLC, being
the sole member (the "Member") and Manager of the Company.
Article I
The Company
1.1 Formation. The Member has formed the Company subject to the provisions
of the Delaware Limited Liability Company Act as currently in effect and as the
same may be amended from time to time (the "Act").
1.2 Filing. In connection with the execution of this Agreement, the Member
has caused a Certificate of Formation that complies with the requirements of the
Act to be properly executed and filed with the Delaware Secretary of State by
Jeffrey C. Davis, as an authorized person within the meaning of the Act, and the
Member hereby ratifies such filing and formation of the Company, and the Member
is hereby designated an authorized person to execute such further documents
(including amendments to the Certificate of Formation) and take such further
action as is appropriate to comply with the requirements of law for the
formation or operation of a limited liability company in all states and counties
where the Company may conduct its business.
1.3 Name. The name of the Company shall be The Hadley Group LLC.
1.4 Registered Office - Registered Agent. The registered agent and
registered office of the Company in Delaware is as follows:
The Corporation Trust Company
Corporation Trust Center
1209 Orange Street
Wilmington, DE 19801
and thereafter at such other location and/or registered agent as the Member may
designate from time to time.
1.5 Events of Dissolution. The Company shall continue until December 31,
2050, unless sooner dissolved by:
(a) the election of the Member;
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(b) any event which makes it unlawful for the business of the Company
to be carried on by the Member; or
(c) any other event causing a dissolution of a limited liability
company under the Act.
1.6 Management of Business. Subject to Section 4.1 ("Authority and
Appointment of Managers"), the business of the Company shall be conducted under
the management of the Member consistent with the Limited Liability Company
Agreement of the Member. The Member shall be responsible for the management of
the business and affairs of the Company, and the Company shall be managed solely
by the Member. Except as otherwise expressly provided in this Agreement, the
Member shall have the exclusive power and authority to take such action for and
on behalf of the Company as the Member shall from time to time deem necessary or
appropriate to carry on the business of the Company and to carry out the
purposes for which the Company was organized. Without limiting the generality of
the foregoing, but subject to any express provisions to the contrary in this
Agreement, the Member shall have the right, power and authority, in the name of,
and on behalf of, the Company to:
(a) protect and preserve the title and interest of the Company in the
property and assets owned by the Company;
(b) pay, before delinquency and prior to the addition thereto of
interest or penalties, all taxes, assessments, rent and other
impositions applicable to the property and assets owned by the
Company and undertake any action or proceedings seeking to reduce
such taxes, assessments, rents or other impositions;
(c) retain or employ and coordinate the services of all employees,
supervisors, architects, engineers, accountants, attorneys and
other persons necessary or appropriate to carry out the business
of the Company;
(d) maintain casualty and liability insurance and such other
insurance as is customarily maintained by owners of property
utilized in a similar manner in the geographic area in which any
property owned by the Company is located, and pay all insurance
premiums, debts and other obligations of the Company;
(e) maintain all funds of the Company in an account or accounts and
in a bank or banks as may be selected by the Member pursuant to
Section 5.1 ("Funds");
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(f) promptly cure or correct, after receipt of notice, any violation
of law, rule or order of any governmental authority having
jurisdiction over Company property, assets or business; and
(g) comply with the terms of all contracts required to be complied
with by the Company.
Except as otherwise provided herein, to the extent the duties of the Member
require the expenditure of funds to be paid to third parties, the Member shall
not have any obligations hereunder except to the extent that Company funds are
reasonably available to the Member for the performance of such duties, and
nothing herein contained shall be deemed to authorize or require the Member, in
its capacity as such, to expend its individual funds for payment to third
parties or to undertake any individual liability or obligation on behalf of the
Company.
1.7 Character of Business. The business of the Company shall be:
(a) To transact any and all businesses for which limited liability
companies may be formed under Delaware law, and
(b) To accomplish any of the foregoing purposes for its own account
or as nominee, agent or trustee for others.
1.8 Principal Place of Business. The location of the principal place of
business of the Company shall be:
40 Herman Meiville Boulevard
New Bedford, MA 02741
or at such other place as the Member from time to time may select.
1.9 Intent of Parties. The parties intend that the Company be treated as a
disregarded entity for Federal income tax purposes.
Article II
Profits, Losses and Distributions
2.1 Profits and Losses. The Member shall treat all profits and losses of
the Company as its own profits and losses for Federal income tax purposes.
2.2 Distributions. Subject to the Act and other applicable law, the Member
shall cause the Company to distribute funds to the Member at the Member's
discretion.
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Article III
Indemnification
3.1 Right to Indemnification.
(a) The Company shall, to the fullest extent permitted by law,
indemnify each Manager, the Member, any owner or principal of the
Member, any person that is a director, officer, employee, agent
or representative of the Member, and any other persons as the
Member may reasonably designate from time to time (each, an
"Indemnitee") from and against any and all losses, claims,
damages, liabilities, costs and expenses (including attorneys'
fees and costs), judgments, fines, settlements, and other amounts
arising from any and all claims, demands, actions, suits or
proceedings, civil, criminal, administrative or investigative,
that relate to the operations of the Company in which any
Indemnitee may be involved, or is threatened to be involved, as a
party or otherwise, unless it is established that an act or
omission of the Indemnitee was material to the matter giving rise
to the claim, demand, action, suit or proceeding and (i) was
committed in bad faith, (ii) was the result of active and
deliberate dishonesty, or (iii) constituted gross negligence or
willful misconduct or a willful breach of this Agreement or any
other agreement to which such Indemnitee is a party. Any
indemnification pursuant to this Section 3.1 shall be made only
out of the assets of the Company, and the Member shall not be
required to contribute or advance funds to the Company to enable
the Company to satisfy its obligations under this Section 3.1;
(b) Reasonable expenses incurred by an Indemnitee who is a party to a
proceeding shall be paid or reimbursed by the Company in advance
of the final disposition of the proceeding upon receipt by the
Company of (i) a written affirmation by the Indemnitee of the
Indemnitee's good faith belief that it is entitled to
indemnification by the Company pursuant to this Section 3.1 with
respect to such expenses and proceeding, and (ii) a written
undertaking by or on behalf of the Indemnitee, to and in favor of
the Company, wherein the Indemnitee agrees to repay the amount if
it shall ultimately be adjudged not to have been entitled to
indemnification under this Section 3.1; and
(c) The provisions of this Section 3.1 are for the benefit of each
Indemnitee, its heirs, successors, assigns and administrators and
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shall not be deemed to create any rights for the benefit of any
other persons.
3.2 Right of Claimant to Bring Suit. If a claim under Section 3.1 of this
Article is not paid in full by the Company within thirty days after a written
claim has been received by the Company, the claimant may at any time thereafter
bring suit against the Company to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall also be entitled to be paid
the expense of prosecuting such claim. In any such action, the Company shall
have the burden of proving that the Indemnitee was not entitled to the requested
indemnification or payment of expenses under applicable law. It shall be a
defense to any such action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to the Company) that the claimant has failed to meet a standard of
conduct which makes it permissible under Delaware law for the Company to
indemnify the claimant for the amount claimed. Neither the failure of the
Company to have made a determination prior to the commencement of such action
that indemnification of the claimant is permissible in the circumstances because
he or she has met such standard of conduct, nor an actual determination by the
Company that the claimant has not met such standard of conduct, shall be a
defense to the action or create a presumption that the claimant has failed to
meet such standard of conduct.
3.3 Non-Exclusivity of Rights. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Article shall not be exclusive of any other right
which any person may have or hereafter acquire under any law, agreement, vote of
the Member or otherwise.
3.4 Insurance. The Company may maintain insurance, at its expense, to
protect itself, each Manager, the Member, any owner or principal of the Member,
any person that is a director, officer, employee, agent or representative of the
Member, and any other persons as the Member may reasonably designate from time
to time, against any such expense, liability or loss, whether or not the Company
would have the power to indemnify such person against such expense, liability or
loss under Delaware law.
3.5 Amendment or Repeal. Any repeal or modification of the foregoing
provisions of this Article III shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.
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Article IV
Rights and Obligations of Member
4.1 Authority and Appointment of Managers - Authority of Member.
(a) Notwithstanding anything else in this Agreement, including,
without limitation, Section 1.6 ("Management of Business"), but
subject to the limitations imposed by the Act and the Company's
Certificate of Formation authority to manage and control the
business affairs of the Company and to make decisions regarding
the ordinary course of the business of the Company, may be vested
in one or more managers (each, a "Manager") who shall be
appointed by the Member. Pursuant to the foregoing, each Manager
shall have all the rights and powers of a Manager as provided in
the Act, and, except as otherwise provided by law, any action
taken by a Manager in the ordinary course of the Company's
business shall constitute the act of and serve to bind the
Company. A Manager also may have, and may utilize, the title of
President, Director, Managing Director, Chairman, Chief Executive
Officer or any other title designated by the Member;
(b) Notwithstanding Section 4.1 (a), the powers to act on the
following matters are reserved to the Member and may be exercised
only upon, and shall be effective only subject to, the written
consent of the Member:
(i) to adopt, alter, amend or repeal the Certificate of
Formation of the Company or any subsidiary thereof (each,
a "Subsidiary") or any of the provisions of this Agreement
or any limited liability company agreement or operating
agreement of any Subsidiary, including without limitation
the provisions herein specifying the appointment of
Managers;
(ii) to make any material change in the nature of the business
of the Company, including, without limitation, the
investment of the Company's funds in other businesses, the
undertaking by the Company of any new projects which are
materially different from the then current business of the
Company;
(iii) to take any steps to merge, consolidate or dissolve the
Company or otherwise to terminate its existence;
(iv) to make any sale, lease, exchange or other disposition of
any Subsidiary, the business of the Company or all or
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substantially all of the property or assets of the
Company;
(v) to take any action to create a Subsidiary or other
business entity of the Company, or to participate in any
joint venture, association, partnership, limited liability
company, or corporation;
(vi) to issue or redeem any membership interests in the
Company;
(vii) to consent to, authorize or take any action of or with
respect to any Subsidiary (whether on behalf of or in the
name of such Subsidiary or otherwise) for which the
approval of such Subsidiary's member(s) is required under
such Subsidiary's articles of organization, certificate of
formation, limited liability company agreement, operating
agreement, any similar document or agreement, or the laws
of the jurisdiction under which such Subsidiary is
organized;
(viii) to require additional capital contributions or loans from
the Member;
(ix) to approve any transaction with any Manager or with any
person which directly or indirectly through one or more
intermediaries, controls, is controlled by or is under
common control with such person; and
(x) to declare bankruptcy or insolvency under any applicable
law or to appoint a receiver, liquidator, sequestrator,
trustee or custodian with power over all or a substantial
part of its assets.
(c) The Member shall have the sole authority to remove any Manager
with or without cause by written notice to such Manager. A
Manager shall be deemed to be removed upon any death or
disability of such person. Disability for purposes hereof shall
mean that such person is unable to perform such person's duties
hereunder due to mental or physical incapacity for a period of
three (3) months or more.
(d) The Company hereby appoints American Seafoods International LLC
as the Manager.
4.2 Limited Liability. Except as required under the Act or as expressly
set forth in this Agreement, no Member shall be personally liable for any debt,
obligation or
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liability of the Company, whether that debt, liability or obligation arises in
contract, tort or otherwise.
4.3 Amendments. Amendments to this Agreement may be made only by an
instrument in writing signed by the Member.
Article V
Accounts
5.1 Funds. All funds of the Company shall be deposited in the name of the
Company in such account or accounts as shall be designated by the Member or a
Manager. All withdrawals from such account or accounts are to be made upon
written bank instruments which must be signed by the Member or a Manager.
Article VI
Books
6.1 Books and Records. The Member or a Manager shall cause to be kept, at
the principal place of business of the Company, full and proper ledgers and
other books of account in which shall be entered all matters relating to the
Company, including all income, expenditures, assets and liabilities thereof.
Such books shall be kept on a calendar-year basis in accordance with generally
accepted accounting principles consistently applied, and shall be closed and
balanced at the end of each tax year.
Article VII
Termination
7.1 Liquidation of the Company. If the Company is dissolved, the Member
shall proceed with reasonable promptness to liquidate the Company. The assets of
the Company shall be distributed first to satisfy or provide for the
satisfaction of all liabilities of the Company to creditors, including,
liquidating expenses and obligations; and thereafter to the Member.
Article VIII
Miscellaneous
8.1 Governing Law. This Agreement, and any question, dispute, or other
matter related to or arising from this Agreement, will be governed by the laws
of the State of Delaware without reference to conflict of laws principles.
8.2 Binding Effect. This Agreement binds the Member and its respective
distributees, successors, and assigns and any other person claiming a right or
benefit
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under or covered by this Agreement.
8.3 Severability. If any provision of this Agreement is held to be
illegal, invalid, or unenforceable (i) that provision will be fully severable
and this Agreement will be construed and enforced as if the illegal, invalid, or
unenforceable provision had never been part of this Agreement, (ii) the
remaining provisions of this Agreement will remain in full force and will not be
affected by the illegal, invalid, or unenforceable provision or by its severance
from this Agreement, and (iii) in the place of the illegal, invalid, or
unenforceable provision, there will be added automatically to this Agreement a
legal, valid, and (ii) enforceable provision that is as similar to the illegal,
invalid, or unenforceable provision as possible.
IN WITNESS WHEREOF, this Agreement is executed as of the date first set
forth above.
The Company:
The Hadley Group LLC
By: /s/ Jeffrey W. Davis
-------------------------------------
Jeffrey W. Davis, hereunto duly
authorized
The Sole Member:
American Seafoods International LLC
By: /s/ Jeffrey W. Davis
-------------------------------------
Jeffrey W. Davis, hereunto duly
authorized
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