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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:
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.
2.1. 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.
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3. |
MEMBER; CAPITAL CONTRIBUTIONS |
3.1. Member . The name
and the business address of the Member of the Company are as
follows:
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Name
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Address
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| SunGard
Investment Ventures LLC |
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680 E. Swedesford Road
Wayne, PA 19087
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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.
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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.
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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.
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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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