EXHIBIT 3.2
LIMITED LIABILITY COMPANY
AGREEMENT
OF
ALLEGHENY ENERGY XXXX 0 XXX XXXX 0, X.X.X.
This Limited Liability Company Agreement (this
"Agreement") entered into as of this 12th day of May, 1999 by
Allegheny Energy, Inc. ("Allegheny"), a Maryland corporation,
as member (the "Member"), which Member does hereby form a
limited liability company pursuant to the Delaware Limited
Liability Company Act (the "Act") upon the following terms
and conditions.
1. Name. The name of the limited liability
company formed hereby is Allegheny Energy Unit 1 and Unit 2,
L.L.C. (the "Company").
2. Purpose. The Company is formed for the object
and purpose of, and the nature of the business to be
conducted and promoted by the Company is, engaging in any
lawful act or activity for which limited liability companies
may be formed under the Act, including, but not limited to,
generating electrical power.
3. Registered Office. The address of the
registered office of the Company in the State of Delaware is
The Corporation Trust Company, 0000 Xxxxxx Xxxxxx,
Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxxxx 00000.
4. Registered Agent. The name and address of the
registered agent of the Company for service of process on the
Company in the State of Delaware is The Corporation Trust
Company, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx,
Xxxxxxxx 00000.
5. Members. The name of the Member is as set
forth above in the preamble to this Agreement.
6. Powers. The business and affairs of the
Company shall be managed by the Member. The Member shall
have the power to do any and all acts necessary or convenient
to or for the furtherance of the purposes described herein.
Allegheny is hereby designated as an authorized person,
within the meaning of the Act, to execute, deliver and file
the certificate of formation of the Company (and any
amendments and/or restatements thereof) and any other
certificates (and any amendments and/or restatements thereof)
necessary for the Company to qualify to do business in a
jurisdiction in which the Company may wish to conduct
business.
7. Dissolution. The Company shall dissolve, and
its affairs shall be wound up upon the first to occur of the
following: (a) the written consent of the Member, (b) the
death, retirement, resignation, expulsion, bankruptcy or
dissolution of the Member or the occurrence of any other
event which terminates the continued membership of the Member
in the Company or (c) the entry of a decree of judicial
dissolution under Section 18-802 of the Act.
8. Capital Contributions. The Member has
contributed amounts in cash, and no other property, to the
Company according to the Percentage Interests set forth on
Annex I hereto.
9. Additional Contributions. The Member is not
required to make any additional capital contribution to the
Company. However, the Member may make additional capital
contributions to the Company.
10. Distributions. Distributions shall be made to
the Member at the times and in the aggregate amounts
determined by the Member.
11. Assignments. The Member may transfer or
assign in whole or in part its limited liability company
interest.
12. Admission of Additional Members. One or more
additional members of the Company may be admitted to the
Company with the consent of the Member.
13. Liability of Members. The Member shall not
have any liability for the obligations or liabilities of the
Company except to the extent provided in the Act.
14. Governing Law. This Agreement shall be
governed by, and construed under, the laws of the State of
Delaware, all rights and remedies being governed by said
laws.
IN WITNESS WHEREOF, the undersigned, intending to
be legally bound hereby, has duly executed this Limited
Liability Company Agreement as of the date first above
written.
Member:
ALLEGHENY ENERGY, INC., a
Maryland corporation
By: /S/ XXXXX X. XXXXXX
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President
2
ANNEX I
Percentage Interests of the Member
Allegheny Energy, Inc. 100%
