LIMITED LIABILITY COMPANY AGREEMENT OF MOBILE MINI, LLC Dated as of July 27, 2001
Exhibit 3.13
Dated as of July 27, 2001
This Limited Liability Company Agreement (this “Agreement”) of Mobile Mini, LLC, a Delaware
limited liability company (the “Company”), is entered into by Mobile Mini, Inc., a Delaware
corporation (the “Member”), as sole member of the Company.
RECITALS:
A. The Member caused the Company to be formed pursuant to the provisions of the Delaware
Limited Liability Company Act as set forth in Title 6, Chapter 18 of the Delaware Code Annotated
as-amended from time to time (the “Act”); and
B. The Member, as sole member of the Company, desires to enter into this Agreement to
define formally and express the terms of such limited liability company and the Member’s rights and
obligations with respect thereto.
NOW THEREFORE, the Member, as sole member of the Company, hereby agrees as follows:
1. Name. The name of the Company is Mobile Mini, LLC.
2. Purpose. The Company has been 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 and Agent. The Company shall continuously maintain an office
and registered agent in the State of Delaware as required by the Act. The
address of the registered office of the Company in Delaware is Corporation Trust Center, 0000
Xxxxxx Xxxxxx, xx xxx Xxxx xx Xxxxxxxxxx, Xxxxxx of Newcastle. The Company’s registered agent at
that address is The Corporation Trust Company.
4. Member. The name and the business address of the Member is
Mobile Mini, Inc., 0000 Xxxxx Xxxxxx Xxxx, Xxxxx 000, Xxxxx, Xxxxxxx, 00000.
5. Management. Management of the Company shall be vested in the Member.
6. Term; Dissolution. The Company shall have perpetual existence
until dissolved and its affairs wound up upon the first to occur of the following: (a)
dissolution in accordance with the Act, (b) written consent of the Member, or (c) the resignation,
expulsion,
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bankruptcy, dissolution, death or insanity of the Member or the occurrence of any other event which
terminates the continued membership of the Member in the Company.
7. Capital Contributions, The Member has contributed or will contribute 100% of
the capital of the Company, but any contribution shall be made on or made in the sole discretion of
the Member.
8. Allocation of Profits and Losses; Tax Matters. For so long as, and during such
time as the Company shall have only one member, the following shall apply for Federal income tax
purposes and relevant State income tax purposes, but only for such purposes: (i) in accordance with
Section 3017701-3(a) of the Income Tax Regulations, the Company shall be disregarded as an entity
separate from such member; (ii) all items of income, gain, loss, deduction and credit of the
Company shall be treated as recognized directly by such member; and (iii) the assets and
liabilities of the Company shall be treated as the assets and liabilities of such member. For so
long as, and during such time as the Company shall have more than one member, the profits and
losses of the Company shall be allocated between or among the members in proportion to their
relative respective capital contributions. This characterization, solely for tax purposes, does not
create or imply a general partnership between the Members for state law or any other purpose.
Instead, the Members acknowledge the status of the Company as a limited liability company formed
under the Act.
9. Distributions. Distributions shall be made to the Member at the
times and in the aggregate amounts determined by the Member.
10. Assignments. The Member may assign in whole or in part its
limited liability company interest in the Company.
11. Uncertificated Interests. A member’s (including the Member’s) limited
liability company interest in the Company shall be an uncertificated security governed by Article 8
of the Uniform Commercial Code.
12. Admission of Additional Members. One or more additional members of the Company may be
admitted to the Company with the consent of the Member and
provided that any such member becomes a party to this Agreement, as may be amended from time to
time.
13. Liability of Member. No liability shall attach to the Member as a result of
being a member of the Company.
14. Amendment. This Agreement may be amended from time to time with the written
consent of the Member.
15. 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.
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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 July 27, 2001.
| MOBILE MINI, INC., a Delaware corporation |
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| By: | ||||
| Name: | Xxxxxxxx Xxxxxxxxxxxx | |||
| Its: Executive Vice President and Secretary | ||||
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