**Exhibit 3.2**

 

LIMITED LIABILITYCOMPANY AGREEMENT

OF

MUELLER WATERPRODUCTS, LLC

 

This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) isexecuted as of October 3, 2005, by the undersigned member (the “Member”)of the Company (as defined below).

 

The Member hereby duly adopts this Agreement pursuant to and inaccordance with the Delaware Limited Liability Company Act (6 Del.C. § 18-101,etseq.), as amended from time to time (the “Act”), andhereby agrees as follows:

 

ARTICLE II

 

2.1                                 Name:Certificate of Formation.  Thename of the limited liability company is Mueller Water Products, LLC (the “Company”).The Certificate of Formation of the Company, dated October 3, 2005, wasfiled in the office of the Secretary of State of the State of Delaware on October 3,2005.

 

2.2                                 Purpose.  The Company is formed for the object andpurpose of, and the nature of the business to be conducted and promoted by theCompany is, engaging in any lawful act or activity for which limited liabilitycompanies may be formed under the Act and engaging in any and all activitiesnecessary or incidental to the foregoing.

 

2.3                                 DesignatedAgent for Service of Process.  The Company shall maintain a registeredoffice and a designated and duly qualified agent for the service of process on theCompany in the State of Delaware.

 

2.4                                 PerpetualExistence.  The Companyshall have perpetual existence.

 

ARTICLE III

 

Capitalization

 

3.1                                 Identificationof Initial Member.  The Memberis the sole member of the Company and owns all of the limited liability companyinterests in, and all rights with respect to, the Company.

 

3.2                                 LimitedLiability Company Interests as Units.  Each limited liability company interest inthe Company shall be represented by units (“Units”) in such number asdetermined by the Board of Managers. Units may be, but shall not be required tobe, represented by certificates in such form determined by the Board ofManagers.  The initial number of Unitsshall be the same number of shares of common stock of Mueller Water Products, Inc.(the “Corporation”) immediately prior to the conversion of theCorporation as a corporation to the Company as a limited liability company (the“Conversion”).

 

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ARTICLE IV

 

Tax/Allocation ofProfits and Losses/Distributions

 

The Member intends for the Company to be disregarded as an entity forincome tax purposes so long as it has a single member. If at any time theCompany has more than one member, it shall be treated as a partnership for taxpurposes, and all profits, losses, credits and other items realized orrecognized by the Company shall be divided among and allocated to the Membersin accordance with their Units. The Company shall make distributions to theMembers, from time to time, as the Board of Managers may determine to beappropriate.

 

ARTICLE V

 

Management

 

5.1                                 General Powers.  Subject to Section 8.2 of this Agreementand the Act, the business and affairs of the Company shall be managed by theBoard of Managers.  The Board of Managersshall have the power to do any and all acts necessary or convenient to or forthe furtherance of the purposes described herein, including all powers,statutory or otherwise, possessed by members under the laws of the State ofDelaware.

 

5.2                                 Management.  The Board of Managers shall have the powerand authority to act for and bind the Company. The Board of Managers shall havethe right to manage the business and affairs of the Company and may delegatesuch management rights, powers, duties and responsibilities to one or moreperson or persons designated by it as it may determine.

 

5.3                                 IndividualManager Authority.  The membersof the Board of Managers (each a “Manager”) shall constitute the Company’smanagers for all purposes under the Act and other applicable law.  Notwithstanding the foregoing, no Manager,acting in his or her capacity as Manager, shall be entitled to sign for or takeany action individually on behalf of the Company without being authorized bythe Board of Managers as provided in this ARTICLE V.

 

5.4                                 Number andQualification.  The numberof Managers constituting the Board of Managers shall be not less than one normore than sixteen, as may be fixed from time to time exclusively pursuant to aresolution adopted by the Board of Managers, and the initial Board of Managersshall consist of two Managers.  TheMember may from time to time change the maximum or minimum number of Managersby amendment of this Agreement.

 

5.5                                 Designation andTerm of Managers.  TheManagers shall be designated by the Member, and each Manager shall serve untilsuch Manager’s death, incapacity, resignation, removal, or until theappointment of a successor.

 

5.6                                 Removal ofManagers.  Any Managermay be removed at any time with or without cause by the Member.

 

5.7                                 Vacancies.  The Member may fill any vacancy occurring inthe Board of Managers by designating a Manager to fill such vacancy.

 

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5.8                                 Chairman of theBoard of Managers.  There shallbe a Chairman of the Board of Managers (the “Chairman”) elected by theManagers from their number at any meeting of the Board of Managers. The Chairmanshall preside at all meetings of the Board of Managers and perform such otherduties as may be directed by the Board of Managers, and shall serve as Chairmanat the pleasure of the Board of Managers. Unless otherwise determined by theBoard of Managers, the Chief Executive Officer of the Company shall be theChairman.

 

5.9                                 Compensation.  The Board of Managers may provide for thecompensation of Managers for their services as such and for the payment orreimbursement of any or all expenses incurred by them in connection with suchservices.

 

ARTICLE VI

 

MEETINGS OF THEBOARD OF MANAGERS

 

6.1                                 Meetings ofBoard of Managers.  The Boardof Managers shall hold such meetings as may be called by the Chairman orrequested by any Manager in writing to the Chairman.  Such a meeting may be held at a time and alocation fixed by the Chairman, but in any event no more than ninety (90) daysafter any proper request; provided, however, that such requirementmay waived by the Manager requesting the meeting.

 

6.2                                 Notice ofMeetings.  TheChairman shall, at least twelve hours before the meeting, give or cause to begiven notice thereof by any usual means of communication. Such notice need notspecify the purpose for which the meeting is called. Any duly convened meeting maybe adjourned by the Managers to a later time without further notice.

 

6.3                                 Waiver ofNotice.  Any Manager may waive noticeof any meeting before or after the meeting. Except as provided in the followingsentence, the waiver must be in writing, signed by the Manager entitled to thenotice and delivered to the Company for inclusion in the minutes or filing withthe Company’s records. A Manager’s attendance at or participation in a meeting waivesany required notice of such meeting unless the Manager at the beginning of themeeting, or promptly upon arrival, objects to the holding of the meeting or totransacting business at the meeting and does not thereafter vote for or assentto action taken at the meeting.

 

6.4                                 Quorum.  A majority of the number of Managers fixed byor pursuant to this Agreement shall constitute a quorum for the transaction ofbusiness at any meeting of the Board of Managers, or if no number is so fixed,a majority of Managers in office immediately before the meeting begins shallconstitute a quorum.

 

6.5                                 Action by theBoard of Managers.  Theaffirmative vote of a majority of the Managers present at a meeting at whichthere is a quorum shall be the act of the Board of Managers; provided, however,that with respect to any matter to be determined by the Board of Managerspursuant to which one or more Managers have a direct or indirect interest thatis not shared by all Managers, such determination must be made by a majority ofthe disinterested Managers present at a meeting at which a quorum is present.  As used in this Agreement, the phrase “theapproval of the Board of Managers,” “the consent of the Board ofManagers,” “as

 

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determined by the Board of Managers” and similar phrases meansthe approval as set forth in the preceding sentence, except as expresslyprovided otherwise in this Agreement.

 

6.6                                 Presumption ofAssent.  A Manager who is present at ameeting of the Board of Managers or a committee of the Board of Managers whenboard action is taken is deemed to have assented to the action taken unless (i) heobjects at the beginning of the meeting, or promptly upon his arrival, to theholding of the meeting or to transacting business at the meeting, (ii) hisdissent or abstention from the action taken is entered in the minutes of themeeting, or (iii) he files written notice of his dissent or abstentionwith the presiding chairman of the meeting before its adjournment or with theCompany immediately after the adjournment of the meeting.  Such right of dissent or abstention is notavailable to a Manager who votes in favor of the action taken.

 

6.7                                 Action WithoutMeeting.  On any matter that is to bevoted on, consented to or approved by the Board of Managers, the Board ofManagers may take such action without a meeting, without prior notice andwithout a vote if a consent or consents in writing, setting forth the action sotaken, shall be signed by the Managers having not less than the minimum number ofvotes that would be necessary to authorize or take such action at a meeting atwhich all Managers entitled to vote thereon were present and voted. On anymatter that is to be voted on by Managers, the Managers may vote in person orby proxy, and such proxy may be granted in writing, by means of electronictransmission or as otherwise permitted by applicable law.  A consent transmitted by electronictransmission by a Manager or by a person or persons authorized to act for aManager shall be deemed to be written and signed for purposes of this Agreement.For purposes of this Agreement, the term “electronic transmission” means anyform of communication not directly involving the physical transmission of paperthat creates a record that may be retained, retrieved and reviewed by arecipient thereof and that may be directly reproduced in paper form by such arecipient through an automated process.

 

6.8                                 Committees ofthe Board of Managers.  TheBoard of Managers may create an executive committee, a compensation committeeand other committees of the Board of Managers and appoint Managers to serve onsuch committees. The creation of a committee of the Board of Managers and theappointment of Managers to it must be approved by the greater of (i) a majorityof the number of Managers in office when the action is taken or (ii) thenumber of Managers required to take action pursuant to this Agreement.  Each committee of the Board of Managers musthave two or more Managers and, to the extent authorized by the Board of Managers,shall have and may exercise all of the authority of the Board of Managers inthe management of the Company. Each committee member shall serve at thepleasure of the Board of Managers.  Theprovisions in this Agreement governing meetings, action without meetings, noticeand waiver of notice, and quorum and voting requirements of the Board of Managersapply to committees of the Board of Managers established under this Section 6.8.

 

6.9                                 Participationin Meeting by Telephone.  Membersof the Board of Managers, or of any committee thereof, may participate in ameeting of such board or committee by means of conference telephone or similarcommunications equipment by means of which all persons participating in themeeting can hear each other, and such participation shall constitute presence inperson at such meeting.

 

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ARTICLE VII

 

OFFICERS

 

7.1                                 Delegation ofAuthority.

 

(a)                                  The Board ofManagers may from time to time appoint and delegate to one or more individuals(each an “Officer”) any portion of its authority granted hereunder andunder the Act as the Board of Managers deems appropriate. No such delegationshall relieve any Manager of his duties and obligations, or limit the power andauthority of the Board of Managers, set forth herein and under the Act.

 

(b)                                 Initially, theOfficers of the Company shall consist of a Chief Executive Officer, a Secretary,a Treasurer and such Vice-Presidents, Assistant Secretaries, AssistantTreasurers, and other Officers as may from time to time be appointed by orunder the authority of the Board of Managers. Any two or more offices may beheld by the same individual, but no Officer may act in more than one capacitywhere action of two or more Officers is required.

 

7.2                                 Appointment andTerm.  The Officers of the Companyshall be appointed and removed by the Board of Managers, the Chairman, or by aduly appointed Officer authorized by the Board of Managers to appoint one ormore Officers or assistant Officers. Each Officer shall hold office until suchOfficer’s death, incapacity, resignation, removal, or until the appointment ofa successor.

 

7.3                                 Compensation ofOfficers.  Thecompensation of all Officers of the Company shall be fixed by or under theauthority of the Board of Managers, and no Officer shall serve the Company inany other capacity and receive compensation therefor unless such additional compensationshall be duly authorized.  Theappointment of an Officer does not itself create contractual rights.

 

7.4                                 Bonds.  The Board of Managers may require anyOfficer, agent, or employee of the Company to give bond to the Company, withsufficient sureties, conditioned on the faithful performance of the duties ofhis respective office or position, and to comply with such other conditions asmay from time to time be required by the Board of Managers.

 

7.5                                 Chief ExecutiveOfficer.  The Chief Executive Officershall act in a general executive capacity, shall be responsible for the generaladministration and operation of the affairs of the Company and shall performall duties incidental to such person’s office that may be required by law andall such other duties as are properly required of him by the Board of Managers.He or she shall make reports to the Board of Managers and the Member and shallsee that all orders and resolutions of the Board of Managers and of anycommittee thereof are carried into effect.

 

7.6                                 Vice Presidents.  Each Executive Vice President and Senior VicePresident and any Vice President shall have such powers and shall perform suchduties as shall be assigned to him by the Board of Managers or the Chairman.

 

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7.7                                 Treasurer.

 

(a)                                  The Treasurershall exercise general supervision over the receipt, custody and disbursementof Company funds.  The Treasurer shallcause the funds of the Company to be deposited in such banks as may beauthorized by the Board of Managers, or in such banks as may be designated asdepositories in the manner provided by resolutions of the Board of Managers.  The Treasurer shall, in general, perform allduties incident to the office of the Treasurer and shall have such furtherpowers and duties and shall be subject to such directions as may be granted orimposed from time to time by the Board of Managers or the Chairman.

 

(b)                                 AssistantTreasurers shall have such of the authority and perform such of the duties ofthe Treasurer as may be provided in this Agreement or assigned to them by theBoard of Managers, the Chairman or the Treasurer.  Assistant Treasurers shall assist theTreasurer in the performance of the duties assigned to the Treasurer, and inassisting the Treasurer, each Assistant Treasurer shall for such purpose havethe powers of the Treasurer.  During the Treasurer’sabsence or inability, the Treasurer’s authority and duties shall be possessedby such Assistant Treasurer or Assistant Treasurers as the Board of Managers orthe Chairman may designate.

 

7.8                                 Secretary.

 

(a)                                  The Secretaryshall keep or cause to be kept, in one or more books provided for that purpose,the minutes of all meetings of the Board of Managers, the committees of theBoard of Managers and the Member.  TheSecretary shall see that all notices are duly given in accordance with theprovisions of this Agreement and as required by law; shall be custodian of therecords and the seal of the Company and affix and attest the seal to allcertificates for Units of the Company (unless the seal of the Company on such certificatesshall be a facsimile, as hereinafter provided) and affix and attest the seal toall other documents to be executed on behalf of the Company under its seal;shall see that the books, reports, statements, certificates and other documentsand records required by law to be kept and filed are properly kept and filed;and in general, shall perform all the duties incident to the office ofSecretary and such other duties as from time to time may be assigned to theSecretary of the Board of Managers or the Chairman.

 

(b)                                 AssistantSecretaries shall have such of the authority and perform such of the duties ofthe Secretary as may be provided in this Agreement or assigned to them by theBoard of Managers, the Chairman or the Secretary. Assistant Secretaries shallassist the Secretary in the performance of the duties assigned to theSecretary, and in assisting the Secretary, each Assistant Secretary shall forsuch purpose have the powers of the Secretary. During the Secretary’s absence or inability, the Secretary’s authorityand duties shall be possessed by such Assistant Secretary or AssistantSecretaries as the Board of Managers or the Chairman may designate.

 

7.9                                 Removal.  Any Officer elected, or agent appointed, bythe Board of Managers may be removed by the Board of Managers whenever, intheir judgment, the best interests of the Company would be served thereby.  Any Officer or agent appointed by theChairman may be removed by him or her whenever, in the judgment of theChairman, the best interests of the Company would be served thereby. No electedOfficer shall have any contractual rights against the Company for compensationby virtue of such election beyond the date of the election of such person’ssuccessor, such person’s death, such person’s resignation or such person’sremoval,

 

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whicheverevent shall first occur, except as otherwise provided in an employment contractor under any employee deferred compensation plan.

 

7.10                           Authority ofOfficers to Bind the Company.  Other than the Managers, only the Officers,acting within their authority as provided herein, shall have the authority tobind the Company.

 

ARTICLE VIII

 

THE MEMBER

 

8.1                                 Action With orWithout Meeting.  The Membermay take action with or without a meeting. Any action of the Member may be taken without a meeting if a writtenconsent, describing the action so taken, shall be signed by the Member anddelivered to the Company for inclusion in the minutes or filing with itsrecords.

 

8.2                                 Member Approval.  Except as otherwise specifically set forthherein, none of the following actions may be taken without the approval of theMember:

 

(a)                                  The amendmentof this Agreement or the Company’s certificate of formation;

 

(b)                                 The creation,authorization, designation, reclassification, modification, issuance or sale ofany class or series of Units or rights, options, warrants or other securitiesconvertible into or exchangeable for any Units, any “phantom” equity or equityappreciation rights, or any other membership interest in the Company;

 

(c)                                  The dissolutionof the Company;

 

(d)                                 The sale,lease, transfer, assignment or other disposition of all or substantially all ofthe assets of the Company other than in connection with the dissolution of theCompany;

 

(e)                                  The conversionof the Company into another form of business entity or into a limited liabilitycompany organized under a jurisdiction other than Delaware; or

 

(f)                                    The merger ofthe Company with or into another entity or the consummation of any othersimilar business transaction.

 

ARTICLE IX

 

Duties; Liability;Indemnification

 

9.1                                 Duties ofManagers.  TheManagers shall have the same duties to the Company that they would have underthe law of the State of Delaware if the Company were a corporation and theManagers were its directors.

 

9.2                                 Liability of Member;Indemnification of Member.  TheMember shall not have any liability to the Company or any third party for theobligations or liabilities of the Company

 

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exceptto the extent explicitly required by the Act. The Company shall, to the fullextent permitted by applicable law, indemnify and hold harmless the Memberagainst any and all liabilities incurred by it in connection with any action,suit or proceeding to which it may be made a party or otherwise involved orwith which such Member shall be threatened by reason of its being a Member orwhile acting as a Member on behalf of the Company or in its interest,including, without limitation, reasonable costs, expenses and attorneys’ feesincurred by the Member in connection with the enforcement of the indemnificationrights provided herein.

 

9.3                                 Indemnification.  The Company shall indemnify to the full extentpermitted by applicable law any person who is or was serving as a Manager orOfficer, and may, but shall not be required to, indemnify any other person whois or was serving as employee or agent of the Company or who, at the request ofthe Company, is or was serving as a Manager, Officer, employee or agent ofanother corporation, partnership, joint venture, trust or other enterprise oras a trustee or administrator under an employee benefit plan, against (a) litigationexpenses, including costs, expenses and reasonable attorneys’ fees incurred byany such person in connection with any threatened, pending or completed action,suit or proceedings, whether civil, criminal, administrative or investigative,whether formal or informal, and whether or not brought by or on behalf of theCompany, arising out of such person’s status as such or such person’sactivities in any of the foregoing capacities, (b) liability, includingpayments made by such person in satisfaction of any judgment, money, decree,fine (including any excise tax assessed with respect to an employee benefitplan), penalty or settlement for which such person may have become liable inany such action, suit or proceeding, and (c) reasonable costs, expensesand attorneys’ fees incurred by such person in connection with the enforcementof the indemnification rights provided herein.

 

Any such litigation expenses may, and shall be required for the Member,Managers and Officers to be, paid by the Company in advance of the finaldisposition of any action, suit or proceeding upon receipt of an unsecuredwritten promise by or on behalf of any such person to repay such amount unlessit shall ultimately be determined that such person is entitled to beindemnified by the Company against such expenses.

 

ARTICLE X

 

Miscellaneous

 

10.1                           Amendments.  This Agreement may not be modified or amendedexcept with the written consent of the Member, and such writing must referspecifically to this Agreement.

 

10.2                           Applicable Law.  This Agreement shall be governed by andconstrued in accordance with the laws of the State of Delaware.

 

[Signatures beginon following page]

 

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IN WITNESS WHEREOF, the Member has executed this Limited LiabilityCompany Agreement of Mueller Water Products, LLC as of the day and year firstabove written.

 

 
|   | MUELLER  HOLDING COMPANY, INC. |
|--------|--------------------------------|
|   |                           |
|   |                           |
|   | By:                            | /s/ Joseph J. Troy |   |
|   |                           | Name: | Joseph  J. Troy |
|   |                           | Title: | President |
|        |                                |  |  |  |  |

 

[MWP LLC Agreement]

 

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