Exhibit 3.12
LIMITED LIABILITY COMPANY
AGREEMENT
OF
US LEC OF SOUTH CAROLINA
LLC
This Limited Liability Company
Agreement (this “ Agreement ”) of US LEC of
South Carolina LLC (the “ Company ”), dated and
effective as of 12:01 A.M. Eastern Time on April 1, 2008, is
entered into by US LEC Corp., as the sole member (the “
Member ”).
WHEREAS, US LEC of South Carolina
Inc. (the “ Corporation ”) was incorporated as a
Delaware corporation on November 5, 1997;
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 Delaware limited liability company, adopting this Agreement
and recommending the adoption of such conversion and this Agreement
to the sole stockholder of the Corporation pursuant to Sections
141(f) and 266 of the General Corporation Law of the State of
Delaware (the “ GCL ”);
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 Sections 228 and 266 of
the GCL;
WHEREAS, on the date hereof, the
Corporation was converted to a limited liability company pursuant
to Section 18-214 of the Delaware Limited Liability Company
Act (6 Del. C. § 18-101 et seq .), as
amended from time to time (the “ Act ”), and
Section 266 of the GCL (the “ Conversion
”), by causing the filing with the Secretary of State of the
State of Delaware (the “ Delaware Secretary of State
”) of a Certificate of Conversion to Limited Liability
Company (the “ Certificate of Conversion ”) and
a Certificate of Formation (the “ Certificate
”); 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 South
Carolina LLC.
2. Certificates .
Effective as of the time of the Conversion, (i) the
Certificate of Incorporation of the Corporation, dated as of
November 5, 1997, and the By-Laws of the Corporation, are
replaced and superseded in their entirety by the Certificate and
this Agreement in respect of all periods beginning on or after the
Conversion, (ii) all of the shares of capital stock in the
Corporation issued and outstanding immediately prior to the
Conversion are converted to all of the limited liability company
interests in the Company and 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 Delaware limited
liability company governed by this Agreement, and (iv) in
accordance with Section 18-214(g) of the Act, the Company
shall constitute a continuation of the existence of the Corporation
in the form of a Delaware limited liability company and, for all
purposes of the laws of the State of Delaware, the Company shall be
deemed to be the same entity as the Corporation. Charles E. Sieving
is hereby designated as an “authorized person” within
the meaning of the Act, and has executed, delivered and filed the
Certificate and the Certificate of Conversion with the Delaware
Secretary of State. Effective as of the time of the Conversion, his
powers as an “authorized person” ceased, and the Member
and any Officer, acting alone, thereupon became a designated
“authorized person” to execute, deliver and file any
amendments and/or restatements of the Certificate and any other
certificates (and any amendments and/or restatements thereof)
permitted or required to be filed with the Delaware Secretary of
State, and shall continue as the designated “authorized
person” within the meaning of the Act. 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 and not in limitation 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;
2
(e) Borrow
money, guaranty 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;
(g) Prepay,
in whole or in part, refinance, recast, increase, modify or extend
any indebtedness or guaranty of the Company and, in connection
therewith, execute any extensions, renewals or modifications of any
mortgage, pledge, security agreement or other encumbrance securing
such indebtedness or guaranty;
(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 determ
