LIMITED LIABILITY COMPANY AGREEMENT OF AMH HOLDINGS, LLC
Exhibit 3.2
OF
This Limited Liability Company Agreement (this “Agreement”) of AMH Holdings, LLC (the
“Company”) is entered into and effective on the 28th day of December, 2007, by AMH Holdings
II, Inc., a Delaware corporation, as member (the “Member”).
WHEREAS, the Company resulted from the conversion of AMH Holdings, Inc. from a Delaware corporation
to a Delaware limited liability company pursuant to the filing with the Secretary of State of the
State of Delaware of a Certificate of Conversion (the “Certificate of Conversion”) and a
Certificate of Formation (the “Certificate of Formation”) effective at 4:03 p.m. (Delaware
time) on December 28, 2007, pursuant to and in accordance with the Delaware Limited Liability
Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”); and
WHEREAS, the Member desires to participate in the Company for the purpose described herein;
NOW THEREFORE, the Member, by execution of this Agreement, does hereby adopt this Agreement as the
limited liability company agreement of the Company upon the following terms and conditions.
1. Name. The name of the limited liability company is “AMH Holdings, LLC” or such name as
the Member may from time to time hereafter designate, and its business shall be carried on in such
name with such variations and changes as the Member shall determine or deem necessary to comply
with requirements of the jurisdictions in which the Company’s operations are conducted.
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 business,
purpose, act or activity for which limited liability companies may be formed under the Act. The
Company shall possess and may exercise all the powers and privileges granted by the Act, by any
other law or by this Agreement, together with any powers incidental thereto, so far as such powers
and privileges are necessary, desirable, convenient or incidental to the conduct, promotion or
attainment of the business purposes or activities of the Company.
3. FILINGS. On or before execution of this Agreement, an authorized person, within
the meaning of the Act, has executed, delivered and filed the Certificate of Conversion and the
Certificate of Formation with the Secretary of State of the State of Delaware. The Member hereby
ratifies and approves such filing of the Certificate of Conversion and the Certificate of Formation
with the Secretary of State of the State of Delaware. The Member is hereby designated as an
“authorized person” within the meaning of the Act, and may further designate additional or
alternative “authorized persons” within the meaning of the Act. The Member and any other
“authorized person” shall each have the right, power and authority, acting alone, to execute,
deliver and file, or cause the execution, delivery and filing of, all certificates (and any
amendments and/or restatements thereof) required or permitted by the Act to be filed with the
office of the Secretary of State of the State of Delaware or required or permitted to qualify to do
business in a jurisdiction in which the Company may wish to conduct business.
4. REGISTERED OFFICE; OFFICES. The address of the registered office of the Company
in the State of Delaware is ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ in the City of Wilmington, County of ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The Company may also have offices at such other places, within or without the
State of Delaware, as the Member may from time to time determine.
5. REGISTERED AGENT. The name and address of the registered agent for service of
process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust
Center, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ in the City of Wilmington, County of ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
6. TERM. Subject to the provisions of Section 12 below, the term of the
Company shall be perpetual.
7. FISCAL YEAR. The fiscal year of the Company (the “fiscal year”) shall be
the calendar year, or in the case of the Company’s last fiscal year, the fraction thereof ending on
the date the Company is dissolved as provided in Section 12, or as fixed by the Member.
8. MEMBER. The Member is hereby admitted as the sole member of the Company
simultaneously with its execution of a counterpart signature page to this Agreement. The name of
the Member is as set forth above in the preamble to this Agreement.
9. MANAGEMENT AND CONTROL. The Company shall be managed exclusively by the Member.
The Member shall have the right, power, authority and discretion acting alone to conduct the
business and affairs of the Company to take any and all actions (including, without limitation,
executing, delivering and performing on behalf of the Company any and all agreements, instruments,
certificates or other documents) and do any and all things necessary, desirable, convenient or
incidental to carry on the business and purposes of the Company, including, without limitation, (i)
to incur debt on behalf of the Company, (ii) to acquire or sell any assets of the Company, (iii) to
provide indemnities or guaranties in the name and on behalf of the Company, (iv) to enter into,
perform and carry out agreements, instruments, guaranties, indemnities and contracts of any kind,
including, without limitation, contracts with any person or entity affiliated with the Company,
necessary to, in connection with, convenient to or incidental to the accomplishment of the purposes
of the Company, (v) to take any and all actions necessary, desirable, convenient or incidental for
the purpose of carrying out or exercising any of the powers of the Company and (vi) to take any and
all other actions the Member deems necessary, desirable, convenient or incidental for the
furtherance of the objects and purposes of the Company, and shall have and may exercise all of the
powers and rights conferred upon a manager of a limited liability company formed pursuant to the
Act. The Member may from time to time delegate to one or more persons such authority as the Member
may deem advisable and may elect one or more persons as a chairman, chief executive officer,
president, vice president, secretary, treasurer, managing director, chief financial officer,
assistant secretary, assistant treasurer or any other title of an officer of the Company, as
determined by the Member, to act on behalf of the Company with respect to any matter or matters
delegated to such person by the Member. No such delegee or officer need be a resident of the State
of Delaware.
10. MERGER. Notwithstanding any other provision of this Agreement or the Act to the
contrary, the Company may merge with, or consolidate into, another limited liability company or
other business entity (as defined in Section 18-209(a) of the Act) upon the sole approval of the
Member, and without any further act, vote or approval of any director, any other member or any
other person.
11. EXCULPATION AND INDEMNIFICATION. No Member or officer or other authorized agent
of the Company shall be liable to the Company, or any other person or entity who has an interest in
the Company, for any loss, damage or claim incurred by reason of any act or omission performed or
omitted by such person in good faith on behalf of the Company and in a manner reasonably believed
to be within the scope of the authority conferred on such person by this Agreement, except that
such person shall be liable for any such loss, damage or claim incurred by reason of such person’s
willful misfeasance or bad faith. In the event that the Member, or any of its direct or indirect
members, partners, directors, managing directors, officers, stockholders, employees, agents,
affiliates or controlling persons, or any officer of the Company (collectively, the
“Indemnified Persons,” and each an “Indemnified Person”), becomes involved, in any
capacity, in any threatened, pending or completed, action, suit proceeding or investigation, in
connection with any matter arising out of or relating to the Company’s business or affairs, to the
fullest extent permitted by applicable
law, any legal and other expenses (including the cost of any investigation and preparation)
incurred by such Indemnified Person in connection therewith shall, from time to time, be advanced
by the Company prior to the final disposition of such action, suit, proceeding or investigation
upon receipt by the Company of an undertaking by or on behalf of the Indemnified Person to repay
such amount if it shall ultimately be determined that such Indemnified Person is not entitled to be
indemnified by the Company in connection with such action, suit proceeding or investigation as
provided in the exception contained in the next succeeding sentence. To the fullest extent
permitted by law, the Company also will indemnify and hold harmless an
Indemnified Person against
any losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits,
proceedings, costs, expenses and disbursements of any kind or nature whatsoever (collectively,
“Costs”), to which such an Indemnified Person may become subject in connection with any
matter arising out of or in connection with the Company’s business or affairs, except to the extent
that any such Costs result solely from the willful misfeasance or bad faith of such Indemnified
Person. If for any reason (other than the willful misfeasance or bad faith of such Indemnified
Person) the foregoing indemnification is unavailable to such Indemnified Person, or insufficient to
hold it harmless, then the Company shall contribute to the amount paid or payable by such
Indemnified Person as a result of such Costs in such proportion as is appropriate to reflect not
only the relative benefits received by the Company on the one hand and such Indemnified Person on
the other hand but also the relative fault of the Company and such Indemnified Person, as well as
any relevant equitable considerations. The reimbursement, indemnity and contribution obligations
of the Company under this Section shall be in addition to any liability which the Company may
otherwise have to any Indemnified Person and shall be binding upon and inure to the benefit of any
successors, assigns, heirs and personal representatives of the Company and any Indemnified Person.
The reimbursement, indemnity and contribution obligations of the Company under this Section shall
be limited to the Company’s assets, and no Member shall have any personal liability on account
thereof. The foregoing provisions shall survive any termination of this Agreement.
12. DISSOLUTION. The Company shall dissolve, and its affairs shall be wound up, upon
the first to occur of the following: (a) the written consent of the Member; (b) the entry of a
decree of judicial dissolution under Section 18-802 of the Act; or (c) at any time that there are
no members of the Company, unless the Company is continued in accordance with the Act.
The bankruptcy (as defined in Section 18-101(1) and 18-304 of the Act) of the Member shall not
cause the Member to cease to be a member of the Company and upon the occurrence of such an event,
the business of the Company shall continue without dissolution.
In the event of dissolution, the Company shall conduct only such activities as are necessary to
wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the
assets of the Company shall be applied in such manner, and in such order of priority, as determined
by the Member, subject to any requirements of the Act.
13. TREATMENT FOR TAX PURPOSES. It is the intention of the Member that the Company
be treated as an entity disregarded from its owner for federal, state and local income tax
purposes. The Member is authorized to make all elections for tax or other purposes as it may deem
necessary or appropriate.
14. CAPITAL CONTRIBUTIONS. Without creating any rights in favor of any third party,
the Member may, from time to time, make contributions of cash or property to the capital of the
Company, but shall have no obligation to do so.
15. DISTRIBUTIONS. Distributions shall be made to the Member at the times and in the
aggregate amounts determined by the Member.
16. ASSIGNMENTS. The Member may transfer or assign, in whole or in part, its limited
liability company interest. Any assignee of the Member’s limited liability company interest shall
only become a member of the Company upon the consent of the Member.
17. ADMISSION OF ADDITIONAL MEMBERS. One or more additional members of the Company
may be admitted to the Company with the consent of the Member.
18. AMENDMENTS. This Agreement may not be modified, altered, supplemented or amended
except pursuant to a written agreement executed and delivered by the Member.
19. LIMITED LIABILITY COMPANY. The Member intends to form a limited liability
company and does not intend to form a partnership under the laws of the State of Delaware or any
other laws. Except as otherwise provided by the Act, the debts, obligations and liabilities of the
Company, whether arising in contract, tort or
otherwise, shall be solely the debts, obligations and
liabilities of the Company, and the Member shall not be obligated personally for any such debt,
obligation or liability of the Company solely by reason of being a member of the Company.
20. SEVERABILITY. If any provision of this Agreement is held to be invalid or
unenforceable for any reason, such provision shall be ineffective to the extent of such invalidity
or unenforceability; provided, however, that the remaining provisions will
continue in full force without being impaired or invalidated in any way unless such invalid or
unenforceable provision or clause shall be so significant as to materially affect the expectations
of the Member regarding this Agreement. Otherwise, any invalid or unenforceable provision shall be
replaced with a valid provision which most closely approximates the intent and economic effect of
the invalid or unenforceable provision.
21. NO THIRD PARTY BENEFICIARIES. The right or obligation of the Member to call for
any capital contribution or to make a capital contribution or otherwise to do, perform, satisfy or
discharge any liability or obligation of the Member hereunder, or to pursue any other right or
remedy hereunder or at law or in equity, shall not confer any right or claim upon or otherwise
inure to the benefit of any creditor or other third party having dealings with the Company; it
being understood and agreed that the provisions of this Agreement shall be solely for the benefit
of, and may be enforced solely by, the Member and its successors and assigns except as may be
otherwise agreed to by the Company in writing with the prior written approval of the Member.
22. GOVERNING LAW. This Agreement, its enforcement and any disputes arising out of
it shall be governed by, and construed in accordance with, the laws of the State of Delaware, all
rights and remedies being governed by said law, without regard to principles of conflict of laws.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this
Limited Liability Company Agreement as of the date first above written. Pursuant to Section
18-201(d) of the Act, this Agreement shall be effective as of the date hereof.
| MEMBER: AMH HOLDINGS II, INC. |
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| By: | /s/ ▇▇▇▇▇▇▇ ▇. SOBE | |||
| ▇▇▇▇▇▇▇ ▇. Sobe | ||||
| Vice President | ||||