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Document Preview Limited Liability Company Agreement |
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Title: |
Limited Liability Company Agreement |
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Date: |
2003 |
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Preview shows 4KB of 15KB total |
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Price: |
$36 |
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ID: |
#1570388 |
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LIMITED LIABILITY COMPANY AGREEMENT
OF
PG INVESTMENTS EIGHT, L.L.C.
THIS LIMITED LIABILITY COMPANY AGREEMENT ("Agreement") of PG
INVESTMENTS EIGHT, L.L.C. (the "LLC"), is dated as of August 28, 2000, and made
by Gold Fields Mining Corporation, a Delaware corporation (the "Member").
WITNESSETH:
WHEREAS, the LLC is a limited liability company formed under
the Delaware Limited Liability Company Act (the "Delaware LLC Act") pursuant to
a Certificate of Formation filed with the Delaware Secretary of State on August
25, 2000; and
WHEREAS, the Member is the sole member of the LLC.
NOW, THEREFORE, the Member hereby declares as follows:
1. LLC FORMATION, NAME, PLACE OF BUSINESS
1.1. FORMATION OF LLC; CERTIFICATE OF FORMATION
The Member of the LLC hereby acknowledges the formation of the
LLC as a limited liability company pursuant to the Delaware LLC Act by virtue of
the filing of a Certificate of Formation with the Delaware Secretary of State on
August 25, 2000.
1.2. NAME OF LLC
The name of the LLC as of the date of this Agreement is and
shall continue to be "PG Investments Eight, L.L.C.". The business of the LLC may
be conducted under any other name that is permitted by the Delaware LLC Act and
selected by the Member. The Member promptly shall execute, file, and record any
assumed or fictitious name certificates required by the laws of the State of
Delaware or any state in which the LLC conducts business and shall take such
other action as the Member determines is required by or advisable under the laws
of the State of Delaware, or any other state in which the LLC conducts business,
to use the name or names under which the LLC conducts business.
1.3. PLACE OF BUSINESS
The LLC's principal place of business shall be St. Louis,
Missouri. The Member may establish and maintain such other offices and
additional places of business of the LLC, either within or without the State of
Delaware, or close any office or place of business of the LLC, as it deems
appropriate.
1.4. REGISTERED AGENT
The street address of the initial registered office of the LLC
shall be:
The Corporation Trust Company
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
and the LLC's registered agent at such address shall be Corporation Service
Company. The Member may from time to time appoint a new resident agent for the
LLC.
2. PURPOSES AND POWERS OF LLC
2.1. PURPOSES
The purposes of the LLC shall be (i) to hold, whether directly
or indirectly through subsidiaries and other controlled entities, entities
engaged in the restructuring of electric power contracts, (ii) to undertake any
lawful transactions and engage in any lawful activity incidental to or in
furtherance of the foregoing purpose or otherwise related to the energy
business; and (iii) as agreed by the Member, to engage in any other lawful
business, purpose or activity permitted by the Delaware LLC Act.
2.2. POWERS
The LLC shall have all the powers and privileges as are
necessary or convenient to the conduct, promotion, or attainment of the
business, purposes or activities of the LLC.
3. TERM OF LLC
The LLC commenced on the date upon which the Certificate of
Formation was duly filed with the Delaware Secretary of State and shall continue
until the dissolution of the LLC as provided by the Delaware LLC Act.
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