EXHIBIT 3.50
LIMITED LIABILITY COMPANY AGREEMENT
This Limited Liability Company Agreement is entered into effective as of
November 18, 2003 by and between Nortek, Inc. (the "Member") and WDS LLC (the
"Company").
1. Formation. The Company has been organized as a limited liability
company under the Delaware Limited Liability Company Act (the "Act") by the
filing of a certificate of formation (the "Certificate") with the Delaware
Secretary of State.
2. Name. The name of the Company shall be WDS LLC and all Company business
shall be conducted in that name or such other name that complies with applicable
law as the Member may select from time to time.
3. Registered Office; Registered Agent Principal Office; Other Offices.
The registered office and registered agent of the Company required by the Act
shall be as set forth in the Certificate, or such other office or agent as the
Member may designate in the manner provided by law. The principal office of the
Company shall be at 50 Xxxxxxx Plaza, Providence, Rhode Island, or such other
office as the Member may designate.
4. Purpose. The purpose of the Company is to engage in any business
activity permitted by the Act.
5. Term. The Company commenced on November 12, 2003 and shall continue
until terminated in accordance with this Agreement.
6. No State-Law Partnership. The Member intends that the Company not be a
partnership or joint venture and that the Member not be a partner or joint
venturer for any purpose other than federal or state tax purposes, and this
Agreement shall not be construed to suggest otherwise.
7. Capital Contribution. The Member has contributed all of its shares of
capital stock of Ply Gem Industries, Inc. to the capital of the Company in
exchange for all of its membership interests in the Company. The Member shall
not be required to lend any funds to the Company or make any additional capital
contribution to the Company.
8. Liability of Member. The Member shall have no personal liability in its
capacity as Member, whether to the Company or to any creditors of the Company or
to any other third party, for the debts, liabilities, contracts or any other
obligations of the Company, or for any losses of the Company.
9. Capital Account. A capital account shall be established for the Member.
10. Profits and Losses. The Company's profits and losses shall be
allocated to the Member's capital account.
11. Distributions. Distributions shall be made to the Member at such times
and in
such amounts as determined by the Member.
12. Management of the Company. The business and affairs of the Company
shall be managed by or under the general direction of, and all rights and powers
of the manager under the Act shall be vested in, the Member. The Member may
designate "Officers" of the Company, including a President, one or more Vice
Presidents, a Treasurer, and a Secretary. Each such Officer shall have only such
power, as the Member shall from time to time designate.
13. Reliance of Third Parties on Authority of Member. No financial
institution or any other person dealing with the Member or any Officer shall be
required to ascertain whether the Member or any Officer is acting in accordance
with this Agreement, but such financial institution or such other person may be
protected in relying solely upon the acts and assurances of and execution of any
instruments by, the Member or any Officer.
14. Exculpation and Indemnification. The Member shall not be liable to the
Company for any loss suffered by the Company. The Member shall be indemnified,
defended and held harmless by the Company to the fullest extent against any
action, suit, inquiry, investigation or proceeding against or involving the
Member by reason of the fact that the Member is or was the manager of the
Company under the Act. Indemnification hereunder shall continue even if the
Member shall have ceased to serve as manager of the Company. The rights granted
the Member under this Section 14 shall be deemed contract rights and no
amendment, repeal or modification of this Section, without the written consent
of the Member, shall have the effect of limiting or denying the Member its
rights hereunder.
15. Dissolution, Liquidation and Termination. The Company shall dissolve
and its affairs wound up upon the determination of the Member.
16. Entire Agreement. This Agreement constitutes the entire agreement of
the Member relating to the Company.
17. Governing Law. This Agreement shall be governed by the laws of the
State of Delaware, excluding conflict of laws principles.
IN WITNESS WHEREOF, Company and the Member have executed this Agreement.
NORTEK, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Its:
WDS LLC
By: /s/ Xxxxx X. Xxxxxxxx
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Its: Vice President and Secretary
