Exhibit 3.2**LIMITED LIABILITY COMPANY AGREEMENT****OF****AMH HOLDINGS, LLC**This Limited Liability Company Agreement (this “Agreement”) of AMH Holdings, LLC (the“Company”) is entered into and effective on the 28th day of December, 2007, by AMH HoldingsII, Inc., a Delaware corporation, as member (the “Member”).WHEREAS, the Company resulted from the conversion of AMH Holdings, Inc. from a Delaware corporationto a Delaware limited liability company pursuant to the filing with the Secretary of State of theState of Delaware of a Certificate of Conversion (the “Certificate of Conversion”) and aCertificate of Formation (the “Certificate of Formation”) effective at 4:03 p.m. (Delawaretime) on December 28, 2007, pursuant to and in accordance with the Delaware Limited LiabilityCompany Act (6 Del. C. § 18-101, *et seq.*), as amended from time to time (the “Act”); andWHEREAS, the Member desires to participate in the Company for the purpose described herein;NOW THEREFORE, the Member, by execution of this Agreement, does hereby adopt this Agreement as thelimited liability company agreement of the Company upon the following terms and conditions.**1. Name**. The name of the limited liability company is “AMH Holdings, LLC” or such name asthe Member may from time to time hereafter designate, and its business shall be carried on in suchname with such variations and changes as the Member shall determine or deem necessary to complywith requirements of the jurisdictions in which the Company’s operations are conducted.**2. Purpose**. The Company is formed for the object and purpose of, and the nature ofthe business to be conducted and promoted by the Company is, engaging in any lawful business,purpose, act or activity for which limited liability companies may be formed under the Act. TheCompany shall possess and may exercise all the powers and privileges granted by the Act, by anyother law or by this Agreement, together with any powers incidental thereto, so far as such powersand privileges are necessary, desirable, convenient or incidental to the conduct, promotion orattainment of the business purposes or activities of the Company.**3. FILINGS**. On or before execution of this Agreement, an authorized person, withinthe meaning of the Act, has executed, delivered and filed the Certificate of Conversion and theCertificate of Formation with the Secretary of State of the State of Delaware. The Member herebyratifies and approves such filing of the Certificate of Conversion and the Certificate of Formationwith the Secretary of State of the State of Delaware. The Member is hereby designated as an“authorized person” within the meaning of the Act, and may further designate additional oralternative “authorized persons” within the meaning of the Act. The Member and any other“authorized person” shall each have the right, power and authority, acting alone, to execute,deliver and file, or cause the execution, delivery and filing of, all certificates (and anyamendments and/or restatements thereof) required or permitted by the Act to be filed with theoffice of the Secretary of State of the State of Delaware or required or permitted to qualify to dobusiness in a jurisdiction in which the Company may wish to conduct business.**4. REGISTERED OFFICE; OFFICES**. The address of the registered office of the Companyin the State of Delaware is 1209 Orange Street in the City of Wilmington, County of Newcastle,Delaware 19801. The Company may also have offices at such other places, within or without theState of Delaware, as the Member may from time to time determine.
 

 
**5. REGISTERED AGENT**. The name and address of the registered agent for service ofprocess on the Company in the State of Delaware is The Corporation Trust Company, Corporation TrustCenter, 1209 Orange Street in the City of Wilmington, County of Newcastle, Delaware 19801.**6. TERM**. Subject to the provisions of Section 12 below, the term of theCompany shall be perpetual.**7. FISCAL YEAR**. The fiscal year of the Company (the “fiscal year”) shall bethe calendar year, or in the case of the Company’s last fiscal year, the fraction thereof ending onthe date the Company is dissolved as provided in Section 12, or as fixed by the Member.**8. MEMBER**. The Member is hereby admitted as the sole member of the Companysimultaneously with its execution of a counterpart signature page to this Agreement. The name ofthe Member is as set forth above in the preamble to this Agreement.**9. MANAGEMENT AND CONTROL**. The Company shall be managed exclusively by the Member.The Member shall have the right, power, authority and discretion acting alone to conduct thebusiness and affairs of the Company to take any and all actions (including, without limitation,executing, delivering and performing on behalf of the Company any and all agreements, instruments,certificates or other documents) and do any and all things necessary, desirable, convenient orincidental to carry on the business and purposes of the Company, including, without limitation, (i)to incur debt on behalf of the Company, (ii) to acquire or sell any assets of the Company, (iii) toprovide indemnities or guaranties in the name and on behalf of the Company, (iv) to enter into,perform and carry out agreements, instruments, guaranties, indemnities and contracts of any kind,including, without limitation, contracts with any person or entity affiliated with the Company,necessary to, in connection with, convenient to or incidental to the accomplishment of the purposesof the Company, (v) to take any and all actions necessary, desirable, convenient or incidental forthe purpose of carrying out or exercising any of the powers of the Company and (vi) to take any andall other actions the Member deems necessary, desirable, convenient or incidental for thefurtherance of the objects and purposes of the Company, and shall have and may exercise all of thepowers and rights conferred upon a manager of a limited liability company formed pursuant to theAct. The Member may from time to time delegate to one or more persons such authority as the Membermay deem advisable and may elect one or more persons as a chairman, chief executive officer,president, vice president, secretary, treasurer, managing director, chief financial officer,assistant secretary, assistant treasurer or any other title of an officer of the Company, asdetermined by the Member, to act on behalf of the Company with respect to any matter or mattersdelegated to such person by the Member. No such delegee or officer need be a resident of the Stateof Delaware.**10. MERGER**. Notwithstanding any other provision of this Agreement or the Act to thecontrary, the Company may merge with, or consolidate into, another limited liability company orother business entity (as defined in Section 18-209(a) of the Act) upon the sole approval of theMember, and without any further act, vote or approval of any director, any other member or anyother person.**11. EXCULPATION AND INDEMNIFICATION**. No Member or officer or other authorized agentof the Company shall be liable to the Company, or any other person or entity who has an interest inthe Company, for any loss, damage or claim incurred by reason of any act or omission performed oromitted by such person in good faith on behalf of the Company and in a manner reasonably believedto be within the scope of the authority conferred on such person by this Agreement, except thatsuch person shall be liable for any such loss, damage or claim incurred by reason of such person’swillful misfeasance or bad faith. In the event that the Member, or any of its direct or indirectmembers, partners, directors, managing directors, officers, stockholders, employees, agents,affiliates or controlling persons, or any officer of the Company (collectively, the“Indemnified Persons,” and each an “Indemnified Person”), becomes involved, in anycapacity, in any threatened, pending or completed, action, suit proceeding or investigation, inconnection with any matter arising out of or relating to the Company’s business or affairs, to thefullest extent permitted by applicablelaw, any legal and other expenses (including the cost of any investigation and preparation)incurred by such Indemnified Person in connection therewith shall, from time to time, be advancedby the Company prior to the final disposition of such action, suit, proceeding or investigationupon receipt by the Company of an undertaking by or on behalf of the Indemnified Person to repaysuch amount if it shall ultimately be determined that such Indemnified Person is not entitled to beindemnified by the Company in connection with such action, suit proceeding or investigation asprovided in the exception contained in the next succeeding sentence. To the fullest extentpermitted by law, the Company also will indemnify and hold harmless an
 

 
Indemnified Person againstany losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits,proceedings, costs, expenses and disbursements of any kind or nature whatsoever (collectively,“Costs”), to which such an Indemnified Person may become subject in connection with anymatter arising out of or in connection with the Company’s business or affairs, except to the extentthat any such Costs result solely from the willful misfeasance or bad faith of such IndemnifiedPerson. If for any reason (other than the willful misfeasance or bad faith of such IndemnifiedPerson) the foregoing indemnification is unavailable to such Indemnified Person, or insufficient tohold it harmless, then the Company shall contribute to the amount paid or payable by suchIndemnified Person as a result of such Costs in such proportion as is appropriate to reflect notonly the relative benefits received by the Company on the one hand and such Indemnified Person onthe other hand but also the relative fault of the Company and such Indemnified Person, as well asany relevant equitable considerations. The reimbursement, indemnity and contribution obligationsof the Company under this Section shall be in addition to any liability which the Company mayotherwise have to any Indemnified Person and shall be binding upon and inure to the benefit of anysuccessors, assigns, heirs and personal representatives of the Company and any Indemnified Person.The reimbursement, indemnity and contribution obligations of the Company under this Section shallbe limited to the Company’s assets, and no Member shall have any personal liability on accountthereof. The foregoing provisions shall survive any termination of this Agreement.**12. DISSOLUTION**. The Company shall dissolve, and its affairs shall be wound up, uponthe first to occur of the following: (a) the written consent of the Member; (b) the entry of adecree of judicial dissolution under Section 18-802 of the Act; or (c) at any time that there areno members of the Company, unless the Company is continued in accordance with the Act.The bankruptcy (as defined in Section 18-101(1) and 18-304 of the Act) of the Member shall notcause the Member to cease to be a member of the Company and upon the occurrence of such an event,the business of the Company shall continue without dissolution.In the event of dissolution, the Company shall conduct only such activities as are necessary towind up its affairs (including the sale of the assets of the Company in an orderly manner), and theassets of the Company shall be applied in such manner, and in such order of priority, as determinedby the Member, subject to any requirements of the Act.**13. TREATMENT FOR TAX PURPOSES**. It is the intention of the Member that the Companybe treated as an entity disregarded from its owner for federal, state and local income taxpurposes. The Member is authorized to make all elections for tax or other purposes as it may deemnecessary or appropriate.**14. CAPITAL CONTRIBUTIONS**. Without creating any rights in favor of any third party,the Member may, from time to time, make contributions of cash or property to the capital of theCompany, but shall have no obligation to do so.**15. DISTRIBUTIONS**. Distributions shall be made to the Member at the times and in theaggregate amounts determined by the Member.**16. ASSIGNMENTS**. The Member may transfer or assign, in whole or in part, its limitedliability company interest. Any assignee of the Member’s limited liability company interest shallonly become a member of the Company upon the consent of the Member.**17. ADMISSION OF ADDITIONAL MEMBERS**. One or more additional members of the Companymay be admitted to the Company with the consent of the Member.**18. AMENDMENTS**. This Agreement may not be modified, altered, supplemented or amendedexcept pursuant to a written agreement executed and delivered by the Member.**19. LIMITED LIABILITY COMPANY**. The Member intends to form a limited liabilitycompany and does not intend to form a partnership under the laws of the State of Delaware or anyother laws. Except as otherwise provided by the Act, the debts, obligations and liabilities of theCompany, whether arising in contract, tort or
 

 
otherwise, shall be solely the debts, obligations andliabilities of the Company, and the Member shall not be obligated personally for any such debt,obligation or liability of the Company solely by reason of being a member of the Company.**20. SEVERABILITY**. If any provision of this Agreement is held to be invalid orunenforceable for any reason, such provision shall be ineffective to the extent of such invalidityor unenforceability; provided, however, that the remaining provisions willcontinue in full force without being impaired or invalidated in any way unless such invalid orunenforceable provision or clause shall be so significant as to materially affect the expectationsof the Member regarding this Agreement. Otherwise, any invalid or unenforceable provision shall bereplaced with a valid provision which most closely approximates the intent and economic effect ofthe invalid or unenforceable provision.**21. NO THIRD PARTY BENEFICIARIES**. The right or obligation of the Member to call forany capital contribution or to make a capital contribution or otherwise to do, perform, satisfy ordischarge any liability or obligation of the Member hereunder, or to pursue any other right orremedy hereunder or at law or in equity, shall not confer any right or claim upon or otherwiseinure to the benefit of any creditor or other third party having dealings with the Company; itbeing understood and agreed that the provisions of this Agreement shall be solely for the benefitof, and may be enforced solely by, the Member and its successors and assigns except as may beotherwise agreed to by the Company in writing with the prior written approval of the Member.**22. GOVERNING LAW**. This Agreement, its enforcement and any disputes arising out ofit shall be governed by, and construed in accordance with, the laws of the State of Delaware, allrights and remedies being governed by said law, without regard to principles of conflict of laws.IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed thisLimited Liability Company Agreement as of the date first above written. Pursuant to Section18-201(d) of the Act, this Agreement shall be effective as of the date hereof.      MEMBER: