Operating Agreement (2005)Full Document 

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BOISE CASCADE AVIATION, L.L.C.
A Delaware Limited Liability Company


OPERATING AGREEMENT
Effectve as of September 20, 2004

THE MEMBERSHIP INTERESTS REPRESENTED BY THIS OPERATING AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH INTERESTS MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN.





Table of Contents

 
   
  Page
ARTICLE I ORGANIZATION   1
1.1   Formation   1
1.2   Name   1
1.3   Registered Office; Registered Agent; Principal Office; Other Offices   1
1.4   Purposes   1
1.5   Foreign Qualification   1
1.6   Term   1
1.7   No State-Law Partnership   1
1.8   Company Property   2
1.9   Limited Liability Company Agreement   2

ARTICLE II UNIT INTERESTS; CAPITAL CONTRIBUTIONS

 

2
2.1   Unit Interests   2
2.2   Initial Units Issued as of the Date Hereof   3
2.3   Additional Units Issued after the Date Hereof.   3
2.4   Preemptive Rights   4

ARTICLE III CAPITAL ACCOUNTS

 

4
3.1   Establishment and Determination of Capital Accounts   4
3.2   Computation of Amounts   4
3.3   Negative Capital Accounts   4
3.4   Company Capital   5
3.5   No Withdrawal   5
3.6   Loans From Holders   5
3.7   Adjustments to Book Value   5

ARTICLE IV DISTRIBUTIONS; ALLOCATIONS OF PROFITS AND LOSSES

 

5
4.1   Generally   5
4.2   Distributions   5
4.3   Allocation of Profits and Losses   6
4.4   Tax Allocations; Code Section 704(c)   6
4.5   Amounts Withheld   6

ARTICLE V MANAGEMENT

 

7
5.1   Management by the Manager,   7
5.2   Delegation of Authority and Duties   7
5.3   Reserved   8
5.4   Reserved   8
5.5   Removal of Manager   8
5.6   Officers   8
5.7   Reliance by Third Parties   10

ARTICLE VI MEETINGS OF MEMBERS

 

10
6.1   Lack of Authority   10
6.2   Member Meetings   10
6.3   Proxies   11
6.4   Conduct of Meetings   11
6.5   Action by Written Consent or Telephone Conference   12

ARTICLE VII LIMITED LIABILITY, EXCULPATION, AND INDEMNIFICATION

 

12
7.1   Limited Liability of Members   12
7.2   Exculpation of Covered Persons   13
7.3   Right to Indemnification for Covered Persons   13
         

7.4   Contract with Company   14
7.5   Advance Payment   14
7.6   Indemnification of Employees and Agents   14
7.7   Appearance as a Witness   14
7.8   Nonexclusivity of Rights   14
7.9   Insurance   15
7.10   Savings Clause   15

ARTICLE VIII TAX MATTERS

 

16
8.1   Tax Returns   16
8.2   Tax Matters Member   16
8.3   Indemnification and Reimbursement for Payments on Behalf of a Holder   16

ARTICLE IX BOOKS AND RECORDS; REPORTS

 

17
9.1   Maintenance of Books   17
9.2   Reports   17
9.3   Company Funds   17

ARTICLE X TRANSFERS; ADMISSION OF MEMBERS

 

17
10.1   Transfers   17
10.2   Approved Sale; Drag Along Obligations; IPO   18
10.3   Void Assignment   19
10.4   Effect of Valid Assignment   19
10.5   Admission of Substituted Member   20
10.6   Admission of Additional Members   20
10.7   Effect of Incapacity   20
10.8   Interests in a Member   20

ARTICLE XI DISSOLUTION, LIQUIDATION AND TERMINATION

 

21
11.1   Dissolution   21
11.2   Liquidation and Termination   21
11.3   Cancellation of Certificate   22
11.4   Reasonable Time for Winding Up   22
11.5   Return of Capital   22

ARTICLE XII GENERAL PROVISIONS

 

22
12.1   Power of Attorney   22
12.2   Filings   22
12.3   Offset   23
12.4   Notices   23
12.5   Entire Agreement   23
12.6   Effect of Waiver or Consent   23
12.7   Amendments   24
12.8   Binding Effect   24
12.9   Governing Law; Severability   24
12.10   Further Assurances   24
12.11   Waiver of Certain Rights   24
12.12   Notice to Members of Provisions   24
12.13   Remedies   24
12.14   Severability   24
12.15   Descriptive Headings; Interpretations   24
12.16   Creditors   25
12.17   Delivery by Facsimile   25
12.18   No Public Disclosure   25
12.19   Survival   25
         

12.20   Counterparts   25

ARTICLE XIII DEFINITIONS

 

26
13.1   Definitions of Terms Not Defined in the Text   26
13.2   Index of Definitions Defined in the Text   28

OPERATING AGREEMENT
OF
BOISE CASCADE AVIATION, L.L.C.,
a Delaware Limited Liability Company

        THIS OPERATING AGREEMENT of Boise Cascade Aviation, L.L.C. (this "Agreement"), effective as of September 20, 2004, is adopted, executed and agreed to, for good and valuable consideration, by the Members.

        Unless otherwise defined herein, capitalized terms used in this Agreement will have the meanings given to such terms in Section 13.1. Capitalized terms defined in the text of this Agreement are indexed in Section 13.2.

ARTICLE I
ORGANIZATION

        1.1    Formation.    The Company has been organized as a Delaware limited liability company by the filing of a Certificate of Formation (the "Certificate") under and pursuant to the Act.

        1.2    Name.    The name of the Company is "Boise Cascade Aviation, L.L.C.," and all Company business shall be conducted in that name or such other names that comply with applicable law as the Manager may select from time to time.

        1.3    Registered Office; Registered Agent; Principal Office; Other Offices.    The Company shall maintain a registered office in the State of Delaware at, and the name and address of the Company's registered agent in the State of Delaware is National Registered Agents, Inc., 9 East Loockerman Street, Suite IB, Dover, Delaware 19901. The Manager may, from time to time, change the Company's registered office and/or registered agent and shall forthwith amend the Certificate to reflect such change(s). The principal office of the Company shall be at such place as the Manager may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there. The Company may have such other offices as the Manager may designate from time to time.

        1.4    Purposes.    The purpose of the Company is to engage in any and all lawful businesses and activities that limited liability companies are permitted to carry on under the Act. The Company shall possess and may exercise all the powers and privileges granted by the Act or by any other law or by this Agreement, together with any powers incidental thereto, insofar as such powers and privileges are necessary, appropriate, advisable, incidental or convenient to the conduct, promotion or attainment of the business purposes or activities of the Company.

        1.5    Foreign Qualification.    Prior to the Company's conducting business in any jurisdiction other than Delaware, the Manager shall cause the Company to comply, to the extent procedures are available and those matters are reasonably within the control of the Manager, with all requirements necessary to qualify the Company as a foreign limited liability company in that jurisdiction. At the request of the Manager, each Holder shall execute, acknowledge, swear to and deliver all certificates and other instruments conforming with this Agreement that are necessary or appropriate to qualify, continue and terminate the Company as a foreign limited liability company in all such jurisdictions in which the Company may conduct business.

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