Exhibit 3.50
-------------------------------------------------------------------------------
LIMITED LIABILITY COMPANY AGREEMENT
OF
ACC OF WISCONSIN LLC
A Delaware Limited Liability Company
-------------------------------------------------------------------------------
Limited Liability Company Agreement
of
ACC of Wisconsin LLC
This Limited Liability Company Agreement (the "AGREEMENT") of ACC of
Wisconsin LLC (the "COMPANY") is effective as of December __, 1998.
1. FORMATION OF LIMITED LIABILITY COMPANY. American Cellular
Wireless LLC, a Delaware limited liability company (the "MEMBER") hereby
forms the Company as a limited liability company pursuant to the provisions
of the Delaware Limited Liability Company Act, 6 DEL. C Section 18-101, ET
SEQ., as it may be amended from time to time, and any successor to such
statute (the "ACT"). The rights and obligations of the Member and the
administration and termination of the Company shall be governed by the
Agreement and the Act. The Agreement shall be considered the "Limited
Liability Company Agreement" of the Company within the meaning of Section
18-101(7) of the Act. To the extent this Agreement is inconsistent in any
respect with the Act, this Agreement shall control.
2. MEMBER. American Cellular Wireless LLC is the sole and
managing member of the Company. There shall be no other member of the Company
other than American Cellular Wireless LLC or any successor thereto.
3. PURPOSE. The purpose of the Company is to engage in any and
all lawful businesses or activities in which a limited liability company may
be engaged under applicable law (including, without limitation, the Act).
4. NAME. The name of the Company shall be "ACC OF WISCONSIN
LLC".
5. TERM OF COMPANY. The Company shall commence on the date a
Certificate of Formation (the "Certificate") first is properly filed with the
Secretary of State of the State of Delaware and shall continue in existence in
perpetuity unless its business and affairs are earlier wound up following
dissolution at such time as this Agreement may specify.
6. REGISTERED AGENT AND PRINCIPAL OFFICE. The registered office
of the Company required by the Act to be maintained in the State of Delaware
shall be the initial registered office named in the Certificate or such other
office (which need not be a place of business of the Company) as the Member
may designate from time to time in the manner provided by the Act. The
registered agent of the Company in the State of Delaware shall be the initial
registered agent named in the Certificate or such other person or entity as
the Member may designate from time to time in the manner provided by the Act.
The principal office of the Company shall initially be at 0000 Xxx Xxxxxxxx
Xxxxx, Xxxxxx, Xxxxxxxxx 00000 or at such other place as the member may
designate from time to time.
7. MANAGEMENT OF COMPANY. All decisions relating to the business,
affairs and properties of the Company shall be made by the Member in its
capacity as the managing member. The Member may
appoint a Chief Executive Officer, President, Chief Operating Officer, Chief
Financial Officer and one or more Vice Presidents and such other officers of
the Company as the Member may deem necessary or advisable to manage the
day-to-day business affairs of the Company (the "OFFICERS"). The Officers
shall serve at the pleasure of the Member. To the extent delegated by the
Member, the Officers shall have the authority to act on behalf of, bind and
execute and deliver documents in the name and on behalf of the Company. No
such delegation shall cause the Member to cease to be a Member. Such Officers
shall have such authority and responsibility as is generally attributable to
the holders of such offices in corporations incorporated under the laws of
Delaware. The Member hereby appoints the following persons to serve as the
initial Officers the Company: (i) Xxxx Xxxxx - Chief Executive Officer; (ii)
Xxxxx XxXxxxxx - President and Chief Operating Officer; (iii) Xxxxx Xxxxxx,
Xx. -Vice President, Chief Financial Officer and Secretary; (iv) Xxxxxxx
Xxxxxx - Vice President; (v) Xxxxx XxXxxxxx - Vice President; and (vi) Xxxxxx
Banaczek -Vice President.
8. CAPITAL CONTRIBUTIONS. Concurrently with the execution of
this Agreement, the Member shall contribute to the Company all of the issued
and outstanding stock of Marathon Cellular Corporation, a Delaware
corporation. The Member shall not be required to make any additional capital
contributions to the Company.
9. DISTRIBUTIONS. Each distribution of cash or other property
by the Company shall be made 100% to the Member. Each item of income, gain,
loss, deduction and credit of the Company shall be allocated 100% to the
Member.
10. LIMITATION ON LIABILITY. The Member shall have no liability
to the Company for monetary damages for conduct as the Member, except for acts
or omissions that involve a breach of this Agreement, intentional misconduct,
a knowing violation of law, conduct violating Section 18-607 of the Act, or
for any transaction from which the Member has personally received a benefit in
money, property or services to which the Member was not legally entitled. If
the Act is hereafter amended to authorize Company action further limiting the
personal liability of members, then the liability of the Member shall be
eliminated or limited to the full extent permitted by the Act, as so amended.
No repeal or modification of the Act or this Section 10 shall adversely affect
any right or protection of the Member existing at the time of such repeal or
modification for or with respect to an act or omission of the Member occurring
prior to such repeal or modification.
11. INDEMNIFICATION. (a) The Company shall, to the fullest
extent permitted by applicable law, indemnify, defend and hold the Member
harmless against any losses, claims, damages or liabilities to which the
Member may become subject in connection with any matter arising out of or in
connection with this Agreement or the Company's business or affairs, except
for any such losses, claims, damages or liabilities of the Member finally
adjudicated to be the result of the Member's breach of this Agreement,
intentional
2
misconduct or a knowing violation of law by the Member, conduct of the Member
adjudged to be in violation of Section 18-607 of the Act, or any transaction
with respect to which it was finally adjudged that the Member received a
benefit in money, property, or services to which the Member was not legally
entitled.
(b) The right to indemnification conferred in this Section 11
shall be a contract right and shall include the right to be paid by the
Company the expenses incurred in defending any such proceeding in advance of
its final disposition; provided, that the payment of such expenses in advance
of the final disposition of a proceeding shall be made only upon delivery to
the Company of an undertaking, by or on behalf of the Member, to repay all
amounts so advanced if it shall ultimately be determined that the Member is
not entitled to be indemnified under this Section 11 or otherwise.
(c) The right to indemnification and payment of expenses
incurred in defending a proceeding in advance of its final disposition
conferred in this Section 11 shall not be exclusive of any other right the
Member may have or hereafter acquire under any statute, this Agreement or
otherwise.
(d) No repeal or modification of the Act or this Section 11
shall adversely affect any right of the Member to indemnification existing at
the time of such repeal or modification for or with respect to indemnification
related to an act or omission of the Member occurring prior to such repeal or
modification.
12. ASSIGNMENT. The Member may assign, in whole or in part, its
membership interest in the Company. Notwithstanding anything to the contrary
contained in the Act, any transferee of the Member's membership interest in
the Company, in whole or in part, shall be admitted as a member of the Company
upon the approval of the Member regardless of whether the Member has
transferred its entire membership interest in the Company to any such
transferee.
13. ACCOUNTING AND RECORDS. The Company shall maintain records
and accounts of all of its operations and expenditures. At a minimum, the
Company shall keep at its principal place of business the following records:
(a) A current list and past list, setting forth the full name
and last known mailing address of each member and manager, if any;
(b) A copy of the Certificate and all amendments thereto;
(c) Copies of this Agreement and all amendments hereto;
(d) Copies of the Company's federal, state, and local tax
returns and reports, if any, for the three (3) most recent years; and
(e) Copies of the Company's financial statements for the three
(3) most recent years.
3
14. DISSOLUTION AND WINDING UP. The Company shall. dissolve and
its business and affairs shall be wound up pursuant to a written instrument
executed by the Member.
15. AMENDMENTS. This Agreement may be amended or modified from
time to time only by a written instrument executed by the member.
16. SEVERABILITY. If any provision of this Agreement or the
application thereof to any person or circumstance shall be invalid, illegal or
unenforceable to any extent, the remainder of thin Agreement and the
application thereof shall not be affected and shall be enforceable to the
fullest extent permitted by law.
17. GOVERNING LAW. The validity and enforceability of this
Agreement shall be governed by and construed in accordance with the laws of
the State of Delaware without regard to otherwise governing principles of
conflicts of law.
18. HEIRS, SUCCESSORS AND ASSIGNS. Each and all of the
covenants, terms, provisions and agreements herein contained shall be binding
upon and inure to the benefit of the parties hereto and, to the extent
permitted by this Agreement, their respective heirs, legal representatives,
successors and assigns.
19. CREDITORS. None of the provisions of this Agreement shall
be for the benefit of or enforceable by any creditors of the Company.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date set forth above.
MEMBER
AMERICAN CELLULAR WIRELESS LLC
a Delaware Limited Liability Company
By: /s/ Xxxx Xxxxx
------------------------------------
Name: Xxxx Xxxxx
Title: Chief Executive Officer
COMPANY
ACC OF WISCONSIN LLC
a Delaware Limited Liability Company
By: /s/ Xxxx Xxxxx
------------------------------------
Name: Xxxx Xxxxx
Title: Chief Executive Officer
4
