EXHIBIT 3.6
LIMITED LIABILITY COMPANY AGREEMENT
OF
XXXXXX MIDSTREAM GP LLC
A DELAWARE LIMITED LIABILITY COMPANY
This LIMITED LIABILITY COMPANY AGREEMENT OF XXXXXX MIDSTREAM GP LLC
(this "Agreement"), dated as of June 21, 2002, is adopted, executed, and agreed
to by the sole Member (as defined below).
1. FORMATION. Xxxxxx Midstream GP LLC (the "Company") has been formed
as a Delaware limited liability company under and pursuant to the Delaware
Limited Liability Company Act (the "Act").
2. TERM. The Company shall have a perpetual existence.
3. PURPOSES. The purposes of the Company are to carry on any lawful
business, purpose, or activity for which limited liability companies may be
formed under the Act.
4. SOLE MEMBER. Xxxxxx Resource LLC, a Delaware limited liability
company, shall be the sole member of the Company (the "Member").
5. CONTRIBUTIONS. The Member has made an initial contribution to the
capital of the Company in the amount of $1,000.00. Without creating any rights
in favor of any third party, the Member may, from time to time, make additional
contributions of cash or property to the capital of the Company, but shall have
no obligation to do so.
6. DISTRIBUTIONS. The Member shall be entitled (a) to receive all
distributions (including, without limitation, liquidating distributions) made by
the Company and (b) to enjoy all other rights, benefits, and interests in the
Company.
7. MANAGEMENT. The powers of the Company shall be exercised by or under
the authority of, and the business and affairs of the Company shall be managed
under, its Directors. The Directors may exercise all such powers of the Company
and do all such lawful acts and things as are not directed or required to be
exercised or done by the Member by the Delaware Act, the Certificate of
Formation of the Company or this Agreement. The number of Directors of the
Company shall initially be four; but the number of Directors may be changed by
the Member. Directors need not be residents of the State of Delaware or Members
of the Company. The Directors, in their discretion, may (i) elect a chairman of
the Directors who shall preside at any meetings of the Directors and (ii)
appoint one or more officers with such power and authority as the Directors may
designate.
8. DISSOLUTION. The Company shall dissolve and its affairs shall be
wound up at such time, if any, as the Member may elect. No other event
(including, without limitation, an event described in Section 18-801(4) of the
Act) will cause the Company to dissolve.
9. GOVERNING LAW. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE (EXCLUDING ITS
CONFLICT-OF-LAWS RULES).
1
IN WITNESS WHEREOF, the undersigned, being the sole member of the
Company, has caused this Agreement to be duly executed as of the date first
written above.
XXXXXX RESOURCE LLC
as Sole Member
By: Xxxxxx Resource Management Corporation
as Sole Member
By: /s/ XXXXXX X. XXXXXXXXX
-----------------------------------------
Xxxxxx X. Xxxxxxxxx
Chief Financial Officer
