EXHIBIT 3.50
RESTATED LIMITED LIABILITY COMPANY AGREEMENT
OF
SYNAGRO - BALTIMORE L.L.C.
This Limited Liability Company Agreement (the "Agreement") of SYNAGRO -
BALTIMORE L.L.C. is entered into by Synagro - Baltimore L.L.C., a Maryland
corporation, as sole member (referred to herein, together with any person who
hereafter becomes a member of the company pursuant to Section 18 below, as the
"Members").
The Members hereby form a limited liability company pursuant to and in
accordance with the . Maryland Limited Liability Company Act, as amended from
time to time (the "Act"), and hereby agree as follows:
1. Name. The name of the limited liability company formed hereby is SYNAGRO -
BALTIMORE L.L.C.
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. Powers. (a) The Company shall have the power and authority to take any and
all actions necessary, appropriate, proper, advisable, incidental or convenient
for the furtherance of the purpose set forth in Section 2 above, including but
not limited to, the power:
(i) to conduct its business, carry on its operations and have and
exercise the powers granted to a limited liability company by
the Act in any state, territory, district or possession of the
United States, or in any foreign country that may be
necessary, convenient or incidental to the accomplishment of
the purpose of the Company;
(ii) to acquire by purchase, lease, contribution of property or
otherwise, own, hold, operate, maintain, finance, improve,
lease, sell, convey, mortgage, transfer, demolish or dispose
of any real or personal property that may be necessary,
convenient or incidental to the accomplishment of the purpose
of the Company;
(iii) to act as a general or limited partner of a partnership and to
exercise all of the powers, duties, rights and
responsibilities associated therewith;
(iv) to enter into, perform and carry out contracts of any kind,
including, without limitation, contracts with any Member, any
affiliate thereof, or any agent of the Company necessary to,
in connection with, convenient to, or incidental to the
accomplishment of the purpose of the Company;
(v) to purchase, take, receive, subscribe for or otherwise
acquire, own, hold, vote, use, employ, sell, mortgage, lend,
pledge, or otherwise dispose of, and otherwise use and deal in
and with, shares or other interests in or obligations of
domestic or foreign corporations, associations, general or
limited partnerships, trusts, limited liability companies, or
individuals or direct or indirect obligations of. the United
States or of any government, state, territory, government
district or municipality or of any instrumentality of any of
them;
(vi) to lend money for its proper purpose, to invest and reinvest
its funds, to take and hold real and personal property for the
payment of funds so loaned or invested;
(vii) to xxx and be sued, complain and defend, and participate in
administrative or other proceedings, in its name;
(viii) upon approval by the Members, to elect or designate and employ
one or more officers of the Company in accordance with Section
8 hereof and to appoint and employ employees and agents of the
Company, and define their duties and fix their compensation;
(ix) to indemnify any person in accordance with the Act;
(x) upon approval by the Members, to cease its activities and
cancel its Articles of Organization;
(xi) to negotiate, enter into, renegotiate, extend, renew,
terminate, modify, amend, waive, execute, acknowledge or take
any other action with respect to any lease, contract or
security agreement in respect of any assets of the Company;
(xii) to borrow money and issue evidences of indebtedness, and to
secure the same by a mortgage, pledge or other lien on the
assets of the Company;
(xiii) to pay, collect, compromise, litigate, arbitrate or otherwise
adjust or settle any and all claims or demands of or against
the Company or to hold such proceeds against the payment of
contingent liabilities;
(xiv) to make, execute, acknowledge and file any and all documents
or instruments necessary, convenient or incidental to the
accomplishment of the purpose of the Company; and,
(xv) to merge with, or consolidate into, another Maryland limited
liability company or other business entity upon approval by
the Members.
(b) Notwithstanding the foregoing provisions of this Section 3, the
Company shall have no power or authority, without the written approval of each
Member, to amend or terminate this Agreement.
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4. Registered Office. The address of the registered office of the Company in the
State of Maryland is c/o CSC - Lawyers Incorporating Service Company, 000
Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000.
5. Registered Agent. The name and address of the registered agent of the Company
for service of process on the Company in the State of Maryland is CSC - Lawyers
Incorporating Service Company, 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000.
6. Members. The names and the mailing addresses of the Members are as follows:
Name Address
---- -------
Synagro-WWT, Inc. 0000 Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
7. Management. (a) The Members hereby agree that the responsibility for
management of the business and affairs of the Company shall be vested in
Wheelabrator Water Technologies Inc., as a Managing Member, and that the
Managing Member (acting on behalf of the Company) shall have all right, power,
and authority, to manage, operate and control the business and affairs of the
Company and to do or cause to be done any and all acts, at the expense of the
Company, deemed by the Managing Member to be necessary or appropriate to
effectuate the purposes of the Company. Except as otherwise expressly provided
in this Agreement or as may be approved by the Managing Member, no Member shall
have any authority, right, or power to bind the Company, or to manage or
control, or to participate in the management or control of, the business and
affairs of the Company in any manner whatsoever.
(b) (i) Meetings of the Members may be called by the Secretary, and
shall be called by the Secretary upon the written request of any Member, or, if
the Secretary fails to act, may be called by any Member. The call shall state
the location of the meeting and the nature of the business to be transacted.
Notice of any such meeting shall be given to all Members not less than two days
nor more than 20 days prior to the date of such meeting. Attendance and
participation at a meeting, except to protest the adequacy of notice thereof,
shall constitute a waiver of any claim of inadequacy of notice of such meeting.
Members may vote in person or by proxy at such meeting. Whenever a vote, consent
or approval of Members is permitted or required under this Agreement, such vote,
consent or approval may be given at a meeting of Members or may be given in
accordance with the procedure prescribed in Subsection (v) of this 7(b). Each
Member accordance with the procedure prescribed in Subsection (v) of this 7(b).
Each Member shall be entitled to cast one vote on each matter submitted for
vote. Except as otherwise expressly provided in this Agreement, the unanimous
vote of the Members shall be required to constitute the act or approval of the
Member.
(ii) For the purpose of determining the Members entitled to
vote at any meeting of the Members or any adjournment thereof or to act
by written consent pursuant to Subsection (v) of this Section 7(b), the
Secretary or the Member requesting such meeting or consent may fix, in
advance, a date as the record date for any such determination. Such
date shall not be more than 30 days nor less than ten days before any
such meeting or the date of request for such consent. If no such record
date is so fixed,
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the date of the meeting or the date of request for consent, as the case
may be, shall be the record date.
(iii) Each Member may authorize any Person to act for it by
proxy on all matters in which a Member is entitled to participate,
including waiving notice of any meeting, or voting or participating at
a meeting. Every proxy must be signed by the member or its
attorney-in-fact. No proxy shall be valid after the expiration of 11
months from the date thereof unless otherwise provided in the proxy.
Every proxy shall be revocable at the pleasure of the Member executing
it.
(iv) Each meeting of Members shall be conducted by the Members
requesting such meeting or by such other person that the Members
requesting the meeting may delegate. If no person is so designated, the
President shall conduct the meeting.
(v) The Members may take any action contemplated under this
Agreement as approved by the unanimous written consent of the Members.
8. Officers. (a) The Members may from time to time appoint persons to serve as
officers of the Company, including a President, one or more Vice Presidents, a
Secretary, one or more Assistant Secretaries, a Treasurer, one or more Assistant
Treasurers and a Controller and to exercise such authority as is provided below.
Any number of offices may be held by the same person. Each officer shall serve
until the first resignation or removal from office by the members. The authority
of the officers shall not be exclusive of, and shall be subject to, the
authority of the Members.
(i) Powers and Duties of the President. Unless otherwise
determined by the Members, the president shall be the chief
executive and operating officer of the Company and shall have
the usual duties of an executive officer with general
supervision over and direction of the business, property and
affairs of the Company and its several officers. In the
exercise of these duties and subject to the limitations of the
laws of the State of
Maryland, this Agreement, and the actions
of the Members, he or she may appoint, suspend and discharge
employees and agents. He or she shall also do and perform such
other duties as from time to time may be assigned to him or
her by the Members. Unless otherwise determined by the
Members, the President shall have full power and authority on
behalf of the Company to attend and to act and to vote at any
meeting of the stockholders of any corporation in which the
Company may hold stock, and, at any such meetings, shall
possess and may exercise any and all rights and powers
incident to the ownership of such stock and which, as the
owner thereof, the Company might have possessed and exercised.
(ii) Powers and Duties of the Secretary. Unless otherwise
determined by the Members, the Secretary shall record all
proceedings of the meetings of the Members and all committees
thereof, in books to be kept for the purpose, and shall attend
to the giving and serving of all notices for the Company. He
or she shall have charge of the corporate seal, the Company's
membership and Member Percentage Interest (as defined below)
records, and such other books and papers
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as the Members may direct. He or she shall perform all other
duties ordinarily incident to the office of the Secretary and
shall have such other powers and perform such other duties as
may, from time to time, be assigned to him or her by the
Members.
(iii) Powers and Duties of the Treasurer. Unless otherwise
determined by the Members, the Treasurer shall have charge of
all the funds and securities of the Company which may come
into his or her hands. When necessary or proper, unless
otherwise ordered by the Members, he or she shall endorse for
collection on behalf of the Company checks, notes and other
obligations, and shall deposit the same to the credit of the
Company in such banks or depositories as the Members may
designate and shall sign all receipts and vouchers for payment
made to the Company, he or she shall sign all checks made by
the Company except when the Members shall otherwise direct. He
or she shall enter regularly, in books of the Company to be
kept by him or her for the purpose, full and accurate account
of all monies received and paid by him or her on account of
the Company. Whenever required by the Members, he or she shall
render a statement of the financial condition of the Company.
He or she shall at all reasonable times exhibit his or her
books and accounts to any Member, upon application at the
office of the Company during business hours. He or she shall
have such other powers and shall perform such other duties as
may be assigned to him or her from time to time by the
Members. He or she shall give such bond for the faithful
performance of his or her duties as shall be required by the
Members and any such bond shall remain in the custody of the
President.
(iv) Powers and Duties of Vice President and Assistant Officers.
Unless otherwise determined by the Members, each Vice
President and each assistant officer shall have the powers and
perform the duties of his or her respective superior officer.
Vice Presidents and assistant officers shall have such rank as
shall be designated by the Members and each, in the order of
rank, shall act for such superior officer in his or her
absence, or upon his or her disability or when so direct by
such superior officers or by the Members. Vice Presidents may
be designated as having responsibility for a specific aspect
of the Company's affairs, in which event each such Vice
President shall be superior to the other Vice President in
relation to matters within his or her aspect. The President
shall be the superior officer of the Vice Presidents. The
Treasurer and the Secretary shall be the superior officers of
the assistant treasurers and assistant secretaries
respectively.
(v) Powers and Duties of the Controller. The Controller shall be
the assistant financial officer of the Company. His or her
duties shall be to aid the Treasurer of the Company,.
particularly in connection with, but not limited to, internal
auditing practices and procedures, Company accounts and
accounting, operating procedures and format, standardization
of corporate forms and procedures, and monitoring corporate
expenses. The Controller shall have such other powers and
duties as may be assigned to him or her from time to time by
the Members.
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(c) The Members shall have the power to fill any vacancies in any
office occurring from whatever reason. Any officer may resign at any time by
submitting his or her written resignation to the Company. Such resignation shall
take effect at the time of its receipt by the Company, , unless another time be
fixed in the resignation, in which case it shall become effective at the time so
fixed. The acceptance of the resignation shall not be required to make it
effective.
9. Dissolution. The Company shall dissolve, and its affairs shall be wound up
upon the first to occur of the following: (a) January 1, 2095, (b) the written
consent of the Members, (c) the death, retirement, resignation, expulsion,
bankruptcy or dissolution of a Member or the occurrence of any other event which
terminates the continued membership of a Member in the Company unless the
business of the Company is continued with the consent of all the remaining
Members within 90 days following the occurrence of such event, or (d) the entry
of a decree of judicial dissolution.
10. Capital Contributions. (a) The Members have contributed the following
percentage in cash or other personal property, to the Company (the value of any
contributed property being hereby agreed upon, together with any contributed
cash, as the following amount), which amounts shall be the initial balances of
the capital accounts of the Members:
Synagro-WWT, Inc. $100.00
(b) The initial percentage interests ("Percentage Interests") of the
Members in the Company shall be as follows:
Synagro-WWT, Inc. 100%
(c) A Member has no interest in specific Company property.
11. Additional Contributions. No Member is required to make any additional
capital contribution to the Company.
12. Capital Accounts. The Company will establish a capital account for each
Member and will maintain each account according to the following rules:
(a) The Company will maintain the capital accounts in accordance with
Treasury Regulation 1.704-1(b).
(b) If the Company liquidates itself or a Member's Percentage Interest,
the Company will make liquidating distributions in accordance with Section 15
hereof.
(c) No Member shall be liable to fund any deficit in such Member's
capital account at any time; provided, however, that if a Member receives an
adjustment, allocation or distribution described in the Treasury Regulation
1.704-1(b)(2)(ii)(d)(4), (5) or (6) and this adjustment results in a deficit
capital account, items of income and gain will be allocated to that Member to
eliminate the deficit balance in order to meet the "qualified income offset"
requirements of Treasure Regulation 1.704-1(b)(2)(ii)(d).
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13. Tax Matters. (a) The Members acknowledge that the Company will be treated as
a "partnership" for federal and State of
Maryland tax purposes. All provisions
of this Agreement shall be construed so as to preserve that tax status.
(b) Wheelabrator Water Technologies Inc. shall act on behalf of the
Company as the "tax matters partner" within the meaning of Section 6231(a)(7) of
the Internal Revenue Code of 1986', as amended (the "Code"). The tax matters
partner designation may be changed by the unanimous vote of the Members.
(c) The tax matters partner of the Company shall cause all federal and
state income tax returns and all other federal, state and local tax returns
required to be filed by the Company to be prepared and filed on behalf of the
Company on a timely basis.
(d) The tax matters partner of the Company shall cause the Company to
make timely elections with respect to tax matters. Such elections shall include,
but not be limited to, (i) an election to use the accrual method of accounting,
(ii) an election to deduct R&D costs under Section 174(a) of the Code, (iii) an
organization fee amortization election under Section 709(b) of the Code, (iv) a
Code Section 754 election if requested by a Member, and (v) any allocation
method permitted under Treasury Regulation 1.704-3.
14. Allocation of Profits and Losses Tax Allocations. (a) Except as provided in
Section 12(c) above and Section 14(b) below, the Company's profits and losses
shall be allocated to the Members each calendar year according to their
respective Percentage Interests.
(b) Income, gain, loss and deduction solely for federal income tax
purposes shall be allocated to the Members in accordance with Section 704(c) of
the Code to take into account any variation between the adjusted tax basis of
any property and its initial contribution value.
15. Distribution. (a) Subject to Section (b) below, distributions shall be made
to the Members at the times and in the aggregate amounts determined by the
Members. Such distribution shall be allocated among the Members based on the
Members' Percentage Interests.
(b) At the termination of the Company, and after the Company has
satisfied or provided for the satisfaction of all the Company's debts and other
obligations, the Company's assets will be distributed in cash or in kind (i)
first, in discharge of the Members' respective negative capital account
balances, if any, and (ii) then, based on the Members' Percentage Interests.
16. Assignments. A Member may not assign in whole or in part any interest in
"the Company.
17. Resignation and Expulsion. A Member may not resign from the Company without
the approval of the Members. A Member may not be expelled except for breach of
this Agreement or as otherwise provided by the Act. If a Member is permitted to
resign pursuant to this Section 17, and, following its resignation, there are
less than two (2) remaining Members, an additional member shall be admitted to
the Company upon its execution of an instrument signifying its agreement to be
bound by the terms and conditions of this Agreement. Such admission shall be
deemed effective immediately prior to the resignation, and, immediately
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following such admission, the resigning Member shall cease to be a Member of the
Company. In such event, the Company shall not dissolve if the business of the
Company is continued without dissolution in accordance with Section 9 hereof.
The Company may recover damages for breach of this Section 17 if any Member
violates this Section 17 and may offset the Company's damages against any amount
owed to a resigning Member for distributions.
18. Admission of Additional Members. One or more additional members of the
Company may be admitted to the Company upon the approval of the Members.
19. Liability of Members and Officers. The Members and the officers of the
Company shall not have any liability for the obligations of the Company except
to the extent provided in the Act. A Member or officer shall not be personally
liable to the Company or the Members for monetary damages for breach of
fiduciary duty as a Member or officer, except to the extent provided by
applicable law (i) for any breach of the Member's or the officer's duty of
loyalty to the Company or its Members, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law, or
(iii) for any transaction from which the Member or officer of the Company, and
each person who serves or served at the request of the Company as a member,
director or officer (or equivalent) or another enterprise, shall be indemnified
by the Company to the fullest extent permitted under the Act as it may be in
effect from time to time, except as to any action, suit or proceeding brought by
or on behalf of such Member or officer of the Company without prior approval of
the Members.
20. Governing Law. This Agreement shall be governed by, and construed under, the
laws of the State of
Maryland, all rights and remedies being governed by said
laws.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound
hereby, have duly executed this
Limited Liability Company Agreement as of the
14th day of August, 2000.
SYNAGRO-WWT, INC.
By:
---------------------------
Vice President
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