Exhibit 3.2**LIMITED LIABILITY COMPANY AGREEMENT****OF****ASSOCIATED MATERIALS, LLC**This Limited Liability Company Agreement (this “Agreement”) of Associated Materials, LLC(the “Company”) is entered into and effective on the 28th day of December, 2007, byAssociated Materials Holdings, LLC, a Delaware limited liability company, as member (the“Member”).WHEREAS, the Company resulted from the conversion of Associated Materials Inc. from a Delawarecorporation to a Delaware limited liability company pursuant to the filing with the Secretary ofState of the State of Delaware of a Certificate of Conversion (the “Certificate ofConversion”) and a Certificate of Formation (the “Certificate of Formation”) effectiveat 4:01 p.m. (Delaware time) on December 28, 2007, pursuant to and in accordance with the DelawareLimited Liability Company 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 “Associated Materials, 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 of the businessto be conducted and promoted by the Company is, engaging in any lawful business, purpose, act oractivity for which limited liability companies may be formed under the Act. The Company shallpossess and may exercise all the powers and privileges granted by the Act, by any other law or bythis Agreement, together with any powers incidental thereto, so far as such powers and privilegesare necessary, desirable, convenient or incidental to the conduct, promotion or attainment of thebusiness purposes or activities of the Company.3. **Filings**. On or before execution of this Agreement, an authorized person, within the meaning ofthe Act, has executed, delivered and filed the Certificate of Conversion and the Certificate ofFormation with the Secretary of State of the State of Delaware. The Member hereby ratifies andapproves such filing of the Certificate of Conversion and the Certificate of Formation with theSecretary of State of the State of Delaware. The Member is hereby designated as an “authorizedperson” within the meaning of the Act, and may further designate additional or alternative“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, orcause the execution, delivery and filing of, all certificates (and any amendments and/orrestatements thereof) required or permitted by the Act to be filed with the office of the Secretaryof State of the State of Delaware or required or permitted to qualify to do business in ajurisdiction in which the Company may wish to conduct business.4. **Registered Office; Offices**. The address of the registered office of the Company in the Stateof 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 the State of Delaware, asthe Member may from time to time determine.5. **Registered Agent.**The name and address of the registered agent for service of process on the Company in the Stateof Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street in theCity of Wilmington, County of Newcastle, Delaware 19801.
 

 
6. **Term**. Subject to the provisions of Section 12 below, the term of the Company shall beperpetual.7. **Fiscal Year**. The fiscal year of the Company (the “fiscal year”) shall be the calendaryear, or in the case of the Company’s last fiscal year, the fraction thereof ending on the date theCompany 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 Company simultaneously withits execution of a counterpart signature page to this Agreement. The name of the Member is as setforth above in the preamble to this Agreement.9. **Management and Control**. The Company shall be managed exclusively by the Member. The Membershall have the right, power, authority and discretion acting alone to conduct the business andaffairs 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 the contrary, theCompany may merge with, or consolidate into, another limited liability company or other businessentity (as defined in Section 18-209(a) of the Act) upon the sole approval of the Member, andwithout any further act, vote or approval of any director, any other member or any other person.11. **Exculpation and Indemnification**. No Member or officer or other authorized agent of theCompany shall be liable to the Company, or any other person or entity who has an interest in theCompany, 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 applicable law, any legal and other expenses (including the cost of anyinvestigation and reparation) incurred by such Indemnified Person inconnection therewith shall, from time to time, be advanced by the Company prior to the finaldisposition of such action, suit, proceeding or investigation upon receipt by the Company of anundertaking by or on behalf of the Indemnified Person to repay such amount if it shall ultimatelybe determined that such Indemnified Person is not entitled to be indemnified by the Company inconnection with such action, suit proceeding or investigation as provided in the exceptioncontained in the next succeeding sentence. To the fullest extent permitted by law, the Companyalso will indemnify and hold harmless an Indemnified Person against any losses, claims, damages,liabilities, obligations, penalties, actions, judgments, suits, proceedings, costs, expenses anddisbursements of any kind or nature whatsoever (collectively, “Costs”), to which such anIndemnified Person may become subject in connection with any matter arising out of or in connectionwith the Company’s business or affairs, except to the extent that any such Costs result solely fromthe willful misfeasance or bad faith of
 

 
such Indemnified Person. If for any reason (other than thewillful misfeasance or bad faith of such Indemnified Person) the foregoing indemnification isunavailable to such Indemnified Person, or insufficient to hold it harmless, then the Company shallcontribute to the amount paid or payable by such Indemnified Person as a result of such Costs insuch proportion as is appropriate to reflect not only the relative benefits received by the Companyon the one hand and such Indemnified Person on the other hand but also the relative fault of theCompany and such Indemnified Person, as well as any relevant equitable considerations. Thereimbursement, indemnity and contribution obligations of the Company under this Section shall be inaddition to any liability which the Company may otherwise have to any Indemnified Person and shallbe binding upon and inure to the benefit of any successors, assigns, heirs and personalrepresentatives of the Company and any Indemnified Person. The reimbursement, indemnity andcontribution obligations of the Company under this Section shall be limited to the Company’sassets, and no Member shall have any personal liability on account thereof. The foregoingprovisions shall survive any termination of this Agreement.12. **Dissolution**. The Company shall dissolve, and its affairs shall be wound up, upon the first tooccur of the following: (a) the written consent of the Member; (b) the entry of a decree ofjudicial dissolution under Section 18-802 of the Act; or (c) at any time that there are no membersof 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 Company be treated asan entity disregarded from its owner for federal, state and local income tax purposes. The Memberis authorized to make all elections for tax or other purposes as it may deem necessary orappropriate.14. **Capital Contributions**. Without creating any rights in favor of any third party, the Membermay, from time to time, make contributions of cash or property to the capital of the Company, butshall have no obligation to do so.15. **Distributions**. Distributions shall be made to the Member at the times and in the aggregateamounts determined by the Member.16. **Assignments**. The Member may transfer or assign, in whole or in part, its limited liabilitycompany interest. Any assignee of the Member’s limited liability company interest shall onlybecome a member of the Company upon the consent of the Member.17. **Admission of Additional Members**. One or more additional members of the Company may beadmitted to the Company with the consent of the Member.18. **Amendments**. This Agreement may not be modified, altered, supplemented or amended exceptpursuant to a written agreement executed and delivered by the Member.19. **Limited Liability Company**. The Member intends to form a limited liability company and doesnot intend to form a partnership under the laws of the State of Delaware or any other laws. Exceptas otherwise provided by the Act, the debts, obligations and liabilities of the Company, whetherarising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities ofthe Company, and the Member shall not be obligated personally for any such debt, obligation orliability 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 or unenforceable forany reason, such provision shall be ineffective to the extent of such invalidity orunenforceability; provided, however, that the remaining provisions willcontinue in full force without being impaired or invalidated in any way unless such invalid
 

 
or unenforceable 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 for any capitalcontribution or to make a capital contribution or otherwise to do, perform, satisfy or dischargeany liability or obligation of the Member hereunder, or to pursue any other right or remedyhereunder or at law or in equity, shall not confer any right or claim upon or otherwise inure tothe benefit of any creditor or other third party having dealings with the Company; it beingunderstood and agreed that the provisions of this Agreement shall be solely for the benefit of, andmay be enforced solely by, the Member and its successors and assigns except as may be otherwiseagreed 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 of it shall begoverned by, and construed in accordance with, the laws of the State of Delaware, all rights andremedies 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: