EXHIBIT 3.1
LIMITED LIABILITY COMPANY AGREEMENT
OF
M&I DEALER AUTO SECURITIZATION, LLC
This Limited Liability Company Agreement (this "Agreement") of M&I Dealer
Auto Securitization, LLC (the "Company") is entered into by M&I ▇▇▇▇▇▇▇▇ &
▇▇▇▇▇▇ Bank, a Wisconsin banking corporation, as the member of the Company (the
"Member").
The Member hereby forms a limited liability company pursuant to and in
accordance with the Delaware Limited Liability Company Act, as amended from time
to time (the "Act"), and hereby agrees as follows:
1. Name The name of the limited liability company formed
hereby is M&I Dealer Auto Securitization, LLC.
2. Purpose The Company is formed for the object and purpose of,
and the nature of the business to be conducted and
promoted by the Company is, engaging in any lawful
act or activity for which limited liability companies
may be formed under the Act and engaging in any and
all activities necessary or incidental to the
foregoing.
3. Registered Office The address of the registered office of the Company
in the State of Delaware is ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇ Trust Office, in the City of Wilmington,
County of ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
4. Registered Agent The name and address of the registered agent of the
Company for service of process on the Company in the
State of Delaware is The Corporation Trust Company,
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ Trust Center, in the
City of Wilmington, County of ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇.
5. Members The names and the business, residence or mailing
addresses of the Members are as follows:
Name Address
---- -------
M&I ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
& Ilsley Bank ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
6. Powers The Member shall have the power to do any and all
acts necessary or convenient to or for the
furtherance of the purposes described herein,
including all powers, statutory or otherwise,
possessed by members under the laws of the State of
Delaware. The Member shall have the authority to bind
the Company.
7. Directors The business and affairs of the Company shall be
managed by or under the direction of a Board of one
or more Directors designated by the Member. The
Member may determine at any time in its sole and
absolute discretion the number of Directors to
constitute the Board. The authorized number of
Directors may be increased or decreased by the Member
at any time in its sole and absolute discretion, upon
notice to all Directors. The initial number of
Directors shall be three. Each Director elected,
designated or appointed by the Member shall hold
office until a successor is elected and qualified or
until such Director's earlier death, resignation,
expulsion or removal by the Member. Directors need
not be a Member. The initial Directors designated by
the Member are listed on Schedule A hereto.
The Board of Directors shall have the power to do any
and all acts necessary, convenient or incidental to
or for the furtherance of the purposes described
herein, including all powers, statutory or otherwise.
The Board of Directors has the authority to bind the
Company. At all meetings of the Board, a majority of
the Directors shall constitute a quorum for the
transaction of business and the act of a majority of
the Directors present at any meeting at which there
is a quorum shall be the act of the Board. Any action
required or permitted to be taken at any meeting of
the Board may be taken without a meeting if all
members of the Board consent thereto in writing, and
the writing or writings are filed with the minutes of
proceedings of the Board.
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8. Officers The initial Officers of the Company shall be
designated by the Member. The successor Officers of
the Company shall be chosen by the Board and shall
consist of at least a President, a Secretary and a
Treasurer. Any number of offices may be held by the
same person. The Board shall Choose a President, a
Secretary and a Treasurer. The Board may appoint such
other Officers and agents as it shall deem necessary
or advisable who shall hold their offices for such
terms and shall exercise such powers and perform such
duties as shall be determined from time to time by
the Board. The Officers of the Company shall hold
office until their successors are chosen and
qualified. Any Officer may be removed at any time,
with or without cause, by the affirmative vote of a
majority of the Board or by the Member. Any vacancy
occurring in any office of the Company shall be
filled by the Board. The initial Officers of the
Company designated by the Member are listed on
Schedule B hereto.
The Officers, to the extent of their powers set forth
on Schedule C of this Agreement or otherwise vested
in them by action of the Board not inconsistent with
this Agreement, are agents of the Company for the
purpose of the Company's business and the actions of
the Officers taken in accordance
with such powers shall bind the Company.
9. Dissolution The Company shall dissolve, and its affairs shall be
wound up upon the first to occur of the following:
(a) December 31, 2041, (b) the written consent of
the Member, or (c) the entry of a decree of judicial
dissolution under Section 18-802 of the Act.
10. Capital The Member has contributed $10, in cash, and no
Contributions other property, to the Company.
11. Additional No Member is required to make any additional capital
Contributions contribution to the Company.
12. Allocation of The Company's profits and losses shall be allocated
Profits and Losses in proportion to the capital contributions of the
Members.
13. Distributions Distributions shall be made to the Member at the
times and in the aggregate amounts determined by the
Member. Such distributions shall be allocated among
the Member in the same proportion as its capital
account balances.
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14. Assignments A Member may assign his limited liability company
interest in whole or in part only with the consent of
the other Members.
15. Resignation Without the consent of the remaining Members, a
Member may not resign from the Company.
16. Admission of One (1) or more additional members of the Company may
Additional be admitted to the Company with the consent of the
Members Member and upon being so admitted shall become bound
by all of the terms of this Agreement and shall
execute a written joinder to this Agreement.
17. Liability The Member shall not have any liability for the
obligations or liabilities of the Company except to
the extent provided in the Act. The Company shall
indemnify the Member for its actions as Member to the
fullest extent permitted by law. The Company shall
indemnify its Directors and Officers for their
actions as Directors or Officers, as applicable, to
the fullest extent permitted by law.
18. Governing Law This Agreement shall be governed by, and construed
under, the laws of the State of Delaware, all rights
and remedies being governed by said laws.
19. Amendment This Agreement may be amended in writing by the
Member.
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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby,
has duly executed this Limited Liability Company Agreement as of the 29th day
of November, 2001.
M&I ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ BANK
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
S-1
SCHEDULE A
DIRECTORS
1. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
2. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
3. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
A-1
SCHEDULE B
OFFICERS TITLE
1. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ President
2. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Vice President
3. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Treasurer
4. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Secretary
B-1
SCHEDULE C
POWERS AND DUTIES OF THE OFFICERS
President.
---------
The President shall be the chief executive officer of the Company, shall preside
at all meetings of the Board, shall be responsible for the general and active
management of the business of the Company and shall see that all orders and
resolutions of the Board are carried into effect. The President or any other
Officer authorized by the President or the Board shall execute all bonds,
mortgages and other contracts, except: (i) where required or permitted by law or
this Agreement to be otherwise signed and executed or (ii) where signing and
execution thereof shall be expressly delegated by the Board to some other
Officer or agent of the Company.
Vice President.
--------------
In the absence or disability of the President, the Vice President shall have the
authority to perform all of the duties of the President and when so acting shall
have all the powers of, and be subject to all of the restrictions upon, the
President. Vice Presidents shall have such other powers and perform such other
duties as are prescribed from time to time in connection with their appointment.
Secretary.
---------
The Secretary shall be responsible for filing legal documents and maintaining
records for the Company. The Secretary shall attend all meetings of the Board
and record all the proceedings of the meetings of the Company and of the Board
in a book to be kept for that purpose and shall perform like duties for the
standing committees when required. The Secretary shall give, or shall cause to
be given, notice of all meetings of the Member, if any, and special meetings of
the Board, and shall perform such other duties as may be prescribed by the Board
or the President, under whose supervision the Secretary shall serve.
Treasurer.
---------
The Treasurer shall have the custody of the Company funds and securities and
shall keep full and accurate accounts of receipts and disbursements in books
belonging to the Company and shall deposit all moneys and other valuable effects
in the name and to the credit of the Company in such depositories as may be
designated by the Board. The Treasurer shall disburse the funds of the Company
as may be ordered by the Board, taking proper vouchers for such disbursements,
and shall render to the President and to the Board, at its regular meetings or
when the Board so requires, an account of all of the Treasurer's transactions
and of the financial condition of the Company.
C-1
