Exhibit 3.16
OPERATING
AGREEMENT
OF
US LEC OF ALABAMA
LLC
This Operating Agreement (this
“Agreement”) of US LEC of Alabama LLC (the
“Company”), dated and effective as of 12:01 A.M.,
Eastern Standard Time, January 1, 2008, is entered into by US
LEC Corp. as the sole member (the “Member”).
WHEREAS, US LEC of Alabama Inc. (the
“Corporation”) was incorporated in North Carolina on
September 23, 1998;
WHEREAS, by unanimous written
consent, the board of directors of the Corporation adopted a
resolution adopting and approving the conversion of the Corporation
to a North Carolina limited liability company and the adoption of
this Agreement, and recommending the adoption of such conversion
and this Agreement to the sole stockholder of the Corporation,
pursuant to the provisions of the North Carolina Business
Corporation Act (the “NCBCA”);
WHEREAS, by written consent, the
sole stockholder of the Corporation adopted and approved the
conversion of the Corporation to a limited liability company and
the adoption of this Agreement pursuant to the NCBCA (the
“Conversion”);
WHEREAS, on the date hereof the
Corporation was converted to a limited liability company pursuant
to Article 9A of the North Carolina Limited Liability Company Act,
as amended from time to time (the “Act”), by causing
the filing with the Secretary of State of the State of North
Carolina (the “North Carolina Secretary of State”) of
Articles of Organization including Articles of Conversion (the
“Articles”); and
WHEREAS, pursuant to this Agreement
and the Conversion, the sole stockholder of the Corporation is
admitted as a member of the Company owning 100% of the limited
liability company interests in the Company.
NOW, THEREFORE, the Member, by
execution of this Agreement, hereby agrees as follows:
1. Name . The name of
the limited liability company formed hereby is US LEC of Alabama
LLC.
2. Certificates .
Effective as of the time of the Conversion, (i) the Articles
of Incorporation of the Corporation, as amended, and the By-Laws of
the Corporation, as amended, are replaced and superseded in their
entirety by the Articles and this Agreement in respect of all
periods beginning on or after the Conversion, (ii) the sole
stockholder of the Corporation is hereby automatically admitted as
a member of the Company owning 100% of the limited liability
company interests in the Company, (iii) the Member continues
the business of the Corporation without dissolution in the form of
a North Carolina limited liability company governed by this
Agreement, and (iv) in accordance with the Act, the Company
shall constitute a continuation of the existence of the Corporation
in the form of a North Carolina limited liability company and, for
all
purposes of the laws of the State of North
Carolina, the Company shall be deemed to be the same entity as the
Corporation. Barney Stewart III is hereby designated as the
“organizer” within the meaning of the Act, and has
executed, delivered and filed the Articles with the North Carolina
Secretary of State. Upon the filing of the Articles with the North
Carolina Secretary of State, his powers as an organizer ceased, and
the Member and any Officer, acting alone, thereupon became a
designated person to execute, deliver and file any amendments
and/or restatements of the Articles and any other certificates (and
any amendments and/or restatements thereof) permitted or required
to be filed with the North Carolina Secretary of State The Member
or an Officer shall execute, deliver and file, or cause the
execution, delivery and filing of any certificates (and any
amendments and/or restatements thereof) necessary for the Company
to qualify to do business in any other jurisdiction in which the
Company may wish to conduct business.
3. Purposes . 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.
4. Powers . In
furtherance of its purposes, but subject to all of the provisions
of this Agreement, the Company shall have the power and is hereby
authorized to:
(a) Acquire by purchase, lease,
contribution of property or otherwise, own, hold, sell, convey,
transfer or dispose of any real or personal property, or any
interest therein, that may be necessary, convenient or incidental
to the accomplishment of the purposes of the Company;
(b) Act as a trustee, executor,
nominee, bailee, director, officer, agent or in some other
fiduciary capacity for any person or entity and to exercise all of
the powers, duties, rights and responsibilities associated
therewith;
(c) Take any and all actions
necessary, convenient or appropriate as trustee, executor, nominee,
bailee, director, officer, agent or other fiduciary, including the
granting or approval of waivers, consents or amendments of rights
or powers relating thereto and the execution of appropriate
documents to evidence such waivers, consents or
amendments;
(d) Operate, purchase, maintain,
finance, improve, own, sell, convey, assign, mortgage„
pledge, encumber, lease or demolish or otherwise dispose of any
real or personal property that may be necessary, convenient or
incidental to the accomplishment of the purposes of the
Company;
(e) Borrow money, guarantee the
obligations of other persons (including, without limitation,
obligations of direct or indirect parent or subsidiary entities or
affiliates of the Company) and issue evidences of indebtedness in
furtherance of any or all of the purposes of the Company, and
secure the same by mortgage, pledge or other lien on the assets of
the Company;
(f) Invest any funds of the Company
pending distribution or payment of the same pursuant to the
provisions of this Agreement;
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(g) Prepay, in whole or in part,
refinance, recast, increase, modify or extend any indebtedness or
guarantee of the Company and, in connection therewith, execute any
extensions, renewals or modifications of any mortgage, pledge or
security agreement or other encumbrance securing such indebtedness
or guarantee;
(h) Enter into, perform and carry
out contracts of any kind, including, without limitation, contracts
with any person or entity affiliated with the Company or the
Member, necessary to, in connection with, convenient to, or
incidental to the accomplishment of the purposes of the
Company;
(i) Employ or otherwise engage
employees, managers, contractors, advisors, attorneys and
consultants and pay reasonable compensation for such
services;
(j) Enter into partnerships, limited
liability companies, trusts, associations, corporations or other
ventures with other persons or entities in furtherance of the
purposes of the Company; and
(k) Do such other things and engage
in such other activities related to the foregoing as may be
necessary, convenient or incidental to the conduct of the business
of the Company, and have and exercise all of the powers and rights
conferred upon limited liability companies formed pursuant to the
Act.
5. Principal Business
Office . The principal business office of the Company shall
be located at such location as may hereafter be determined by the
Member.
6. Registered Office .
The address of the registered office of the Company in the State of
North Carolina is 225 Hillsborough Street, Raleigh, North Carolina
27604.
7. Registered Agent .
The name and address of the registered agent of the C
