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SUNGARD CONSULTING SERVICES LLC LIMITED LIABILITY COMPANY AGREEMENT

LLC Operating Agreement

SUNGARD CONSULTING SERVICES LLC LIMITED LIABILITY COMPANY AGREEMENT | Document Parties: ACEVA TECHNOLOGIES LLC | SunGard Consulting Services LLC | SunGard Investment Ventures LLC You are currently viewing:
This LLC Operating Agreement involves

ACEVA TECHNOLOGIES LLC | SunGard Consulting Services LLC | SunGard Investment Ventures LLC

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Title: SUNGARD CONSULTING SERVICES LLC LIMITED LIABILITY COMPANY AGREEMENT
Governing Law: Delaware     Date: 4/22/2008

SUNGARD CONSULTING SERVICES LLC LIMITED LIABILITY COMPANY AGREEMENT, Parties: aceva technologies llc , sungard consulting services llc , sungard investment ventures llc
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Exhibit 3.54

SUNGARD CONSULTING SERVICES LLC

LIMITED LIABILITY COMPANY AGREEMENT

RECITALS

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “ Agreement ”) of SunGard Consulting Services LLC (the “ Company ”) is entered into as of 11:59 p.m. on December 31, 2007, by SunGard Investment Ventures LLC.

WHEREAS, the Company has been formed as a limited liability company pursuant to the Act (as defined below) by the filing of the Certificate of Formation and the Certificate of Conversion, each as defined below.

AGREEMENT

The Member agrees with the Company as follows:

 

  1. DEFINITIONS

For purposes of this Agreement the following terms shall have the following meanings:

Act ” shall mean the Limited Liability Company Act of the State of Delaware (6 Del . C . § 18-101, et seq .) as amended and in effect from time to time.

Affiliate ” shall mean, with respect to any specified Person, any Person that directly or through one or more intermediaries controls or is controlled by or is under common control with the specified Person. As used in this definition, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

Agreement ” shall mean this Limited Liability Company Agreement of the Company, as amended from time to time.

Capital Contribution ” shall mean the amount of cash and the fair market value of any other property contributed to the Company with respect to the Interest held by the Member.

Certificate of Conversion ” shall mean the Certificate of Conversion pursuant to which SunGard Consulting Services Inc., a Delaware corporation, converted into the Company, a Delaware limited liability company, filed with the Secretary of State of the State of Delaware, effective as of 11:59 p.m. on December 31, 2007.

Certificate of Formation ” shall mean the Certificate of Formation of the Company filed with the Secretary of State of the State of Delaware, effective as of 11:59 p.m. on December 31, 2007, and any and all amendments thereto and restatements thereof filed on behalf of the Company as permitted hereunder with the office of the Secretary of State of the State of Delaware.

Code ” shall mean the Internal Revenue Code of 1986, as amended from time to time, and the corresponding provisions of any future federal tax law.

 


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Company ” shall mean the limited liability company formed under and pursuant to the Act and this Agreement.

Distribution ” shall mean the amount of cash and the fair market value of any other property distributed in respect of the Member’s Interest in the Company.

Fiscal Year ” shall mean the fiscal year of the Company which shall end on December 31 in each year or on such other date in each year as the Member shall otherwise elect or as required by the Code.

Indemnified Party ” is defined in Section 10.1.

Interest ” shall mean the entire interest of the Member in the capital and profits of the Company, including the right of the Member to any and all benefits to which the Member may be entitled as provided in this Agreement, together with the obligations of the Member to comply with all the terms and provisions of this Agreement.

Member ” shall mean the Person listed as Member on the signature page to the Agreement and any other Person that both acquires an Interest in the Company and is admitted to the Company as a Member pursuant to this Agreement.

Person ” shall mean an individual, partnership, joint venture, association, corporation, trust, estate, limited liability company, limited liability partnership, or any other legal entity.

Unit Certificate ” is defined in Section  7.2.

Units ” are a measure of the Member’s Interest in the Company.

 

  2. FORMATION AND PURPOSE

2.1. Formation, etc . The Company was formed as a limited liability company pursuant to the Act by the filing of the Certificate of Formation and the Certificate of Conversion. The rights, duties and liabilities of the Member and the Board of Managers shall be determined pursuant to the Act and this Agreement. To the extent that such rights, duties or obligations are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control. By execution hereof, the Member is admitted as a member of the Company and shall acquire a limited liability interest in the Company.

2.2. Name . The name of the Company is SunGard Consulting Services LLC. The business of the Company may be conducted under that name or, upon compliance with applicable laws, any other name that the Board of Managers deems appropriate or advisable. The Board of Managers shall file, or shall cause to be filed, any fictitious name certificates and similar filings, and any amendments thereto, that the Board of Managers considers appropriate or advisable.

2.3. Registered Office/Agent . The registered office required to be maintained by the Company in the State of Delaware pursuant to the Act shall initially be: c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. The name and address of the registered agent of the Company pursuant to the Act shall initially be The Corporation

 


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Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. The Company may, upon compliance with the applicable provisions of the Act, change its registered office or registered agent from time to time in the discretion of the Board of Managers.

2.4. Term . The term of the Company shall continue indefinitely unless sooner terminated as provided herein. The existence of the Company as a separate legal entity shall continue until the cancellation of the Certificate of Formation as provided in the Act.

2.5. Purpose . The Company is formed for the purpose of, and the nature of the business to be conducted 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 activities necessary, convenient or incidental thereto.

2.6. Specific Powers . Without limiting the generality of Section 2.5, the Company shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purpose set forth in Section 2.5, including, but not limited to, the power:

(a) to conduct its business, carry on its operations and have and exercise the powers granted to a limited liability company by the Act in any country, state, territory, district or other jurisdiction, whether domestic or foreign;

(b) to acquire by purchase, lease, contribution of property or otherwise, own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property;

(c) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, perform and carry out and take any other action with respect to contracts or agreements of any kind, including without limitation leases, licenses, guarantees and other contracts for the benefit of or with any Member or any Affiliate of any Member, without regard to whether such contracts may be deemed necessary, convenient to, or incidental to the accomplishment of the purposes of the Company;

(d) to purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in or obligations of domestic or foreign corporations, associations, general or limited partnerships, trusts, limited liability companies, or individuals or other Persons or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them;

(e) to lend money, to invest and reinvest its funds, and to accept real and personal property for the payment of funds so loaned or invested;

(f) to borrow money and issue evidence of indebtedness, and to secure the same by a mortgage, pledge, security interest or other lien on the assets of the Company;

 


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(g) to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or to hold such proceeds against the payment of contingent liabilities;

(h) to sue and be sued, complain and defend, and participate in administrative or other proceedings, in its name;

(i) to appoint employees, officers, agents and representatives of the Company, and define their duties and fix their compensation;

(j) to indemnify any Person in accordance with the Act and this Agreement;

(k) to cease its activities and cancel its Certificate of Formation; and

(l) to make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

2.7. Certificate of Formation . Michael J. Ruane and each officer of the Company are designated as authorized persons within the meaning of the Act to execute, deliver and file the Certificate of Formation, and Michael J. Ruane and such other Persons as may be designated from time to time by the Board of Managers are designated as authorized persons, within the meaning of the Act, to execute, deliver and file any amendments or restatements of the Certificate of Formation and any other certificates necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

2.8. Principal Office. The principal executive office of the Company shall be located at such place within or without the State of Delaware as the Board of Managers shall establish, and the Member may from time to time change the location of the principal executive office of the Company to any place within or without the State of Delaware. The Board of Managers may establish and maintain such additional offices and places of business of the Company, either within or without the State of Delaware, as it deems appropriate.

 

  3. MEMBER; CAPITAL CONTRIBUTIONS

3.1. Member . The name and the business address of the Member of the Company are as follows:

 

Name

  

Address

SunGard Investment Ventures LLC   

680 E. Swedesford Road

Wayne, PA 19087

3.2. Capital Contributions . The Member may make Capital Contributions to the Company for such purposes, at such times and in such amounts as shall be determined by such Member; provided , however , that the Member shall not be obligated to make any Capital Contributions.

 


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3.3. Return of Capital Contributions . The Member shall not have the right to demand a return of all or any part of its Capital Contributions, and any return of the Capital Contributions of the Member shall be made solely from the assets of the Company and only in accordance with the terms of this Agreement. No interest shall be paid to the Member with respect to its Capital Contributions.

 

  4. STATUS AND RIGHTS OF THE MEMBER

4.1. Limited Liability . Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and neither the Member, any member of the Board of Managers nor any other Indemnified Party shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member, a member of the Board of Managers or an Indemnified Party. All Persons dealing with the Company shall look solely to the assets of the Company for the payment of the debts, obligations or liabilities of the Company.

4.2. Return of Distributions of Capital . Except as otherwise expressly required by law, the Member, in its capacity as such, shall have no liability either to the Company or any of its creditors in excess of (a) the amount of its Capital Contributions actually made, (b) any assets and undistributed profits of the Company and (c) to the extent required by law, the amount of any distributions wrongfully distributed to it. Except as required by law or a court of competent jurisdiction, no Member or investor in or partner of a Member shall be obligated by this Agreement to return any Distribution to the Company or pay the amount of any Distribution for the account of the Company or to any creditor of the Company. The amount of any Distribution returned to the Company by or on behalf of the Member or paid by or on behalf of the Member for the account of the Company or to a creditor of the Company shall be added to the account or accounts from which it was subtracted when it was distributed to the Member.

4.3. No Management or Control . The Member shall not take part in or interfere in any manner with the management of the business and affairs of the Company or have any right or authority to act for or bind the Company.

 

  5. ALLOCATIONS; DISTRIBUTIONS

5.1. Allocations . All of the Company’s profits and losses shall be allocated to the Member.

5.2. Distributions . Subject to the requirements of the Act, the amount and timing of all distributions shall be determined by the Board of Managers. Distributions may be made in cash, securities or other property.

5.3. Withholding . The Member hereby authorizes the Company to withhold and pay over any withholding or other taxes payable by the Company as a result of the Member’s status as a Member hereunder.

5.4. Taxation . It is the intent of the Member that, since the Company has a single owner, the Company shall be disregarded as an entity separate from its Member for federal

 


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tax purposes pursuant to Section 7701 of the Code and the Treasury Regulations promulgated thereunder.

 

  6. BOARD OF MANAGERS; MANAGEMENT

6.1. Board of Managers . The Board of Managers initially shall consist of three (3) persons (each such person, along with any other persons appointed from time to time, individually a “Manager” or collectively, the “Managers”). The Member may increase or decrease the number of Managers. Any appointment of a Manager shall be made and any removal of a Manager shall be carried out by a writing signed by the Member. Any such appointment or removal shall be effective upon execution of such writing or as otherwise stated therein.

6.2. Initial Board of Managers . The following individuals will be the initial Managers:

Thomas J. McDugall

Michael J. Ruane

Victoria E. Silbey

6.3. Tenure . Each Manager shall, unless otherwise provided by law, hold office until such individual is removed, or resigns or dies. Any Manager may be removed by the Member, at any time without giving any reason for such removal. A Manager may resign by written notice to the Company which resignation shall not require acceptance and, unless otherwise specified in the resignation notice, shall be effective upon receipt by the Company. Vacancies in the Board of Managers shall be filled by the Member as provided in Section  6.1 above.

6.4. Meetings . Meetings of the Board of Managers may be held at any time at such places within or without the State of Delaware designated in the notice of the meet


 
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