LIMITED LIABILITY COMPANY AGREEMENT OF TERRA LP HOLDINGS LLC
EXHIBIT 3.47
OF
TERRA LP HOLDINGS LLC
This LIMITED LIABILITY COMPANY AGREEMENT OF TERRA LP HOLDINGS LLC (this “Agreement”),
dated as of December 4, 2009, is adopted, executed and agreed to by the sole Member (as defined
below).
1. Formation. Terra LP Holdings 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. Terra Nitrogen Corporation, a Delaware corporation, 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,
as reflected in the Company’s books and records. 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. Taxes. The Company and the Member acknowledge that, for federal income tax purposes, the
Company initially has elected to be treated as an association taxable as a corporation pursuant to
an election made by the Company under Treasury Regulation § 301.7701-3.
7. 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.
8. Management.
(a) Management by Board of Directors. 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 the
direction of, a Board of Directors elected in accordance with Section 8(d) (the “Board of
Directors”), who shall make all decisions and take all actions for the Company.
(b) Number. The Board of Directors will consist of one or more persons with the
number thereof to be determined from time to time by approval of the Member. The number of initial
Directors will be initially be three.
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(c) Initial Directors. The initial Directors will be Xxxxxxx X. Xxxxxxx, Xxxxxx X.
Xxxxxxxxx and Xxxx X. Xxxx.
(d) Election of Directors. The Member shall have the sole authority with respect to
the election and removal of the Directors as provided in this Section 8(d). Director vacancies
existing from time to time will be filled by nominees elected by the Member. Each Director shall
serve as a manager of the Company until his successor is elected and qualified or until his earlier
death, resignation or removal. Any Director may resign upon written notice to the Member. Such
resignation shall take effect at the time specified therein, and, unless otherwise specified
therein, no acceptance of such resignation shall be necessary for such resignation to become
effective. Any Director may be removed as such, either with or without cause, by the Member.
Designation of a Director shall not of itself create contract rights.
(e) Authority of Board of Directors. In addition to the powers that now or hereafter
may be granted to Directors under the Act and to all other powers granted under any other provision
of this Agreement, the Board of Directors shall have full power and authority to do all things on
such terms as they, in their sole discretion, may deem necessary or appropriate to conduct, or
cause to be conducted, the business and affairs of the Company.
(f) Regular Meetings. Regular meetings of the Board of Directors may be held at such
places within or without the State of Delaware and at such times as the Board of Directors may from
time to time determine, and, if so determined, notice thereof need not be given.
(g) Special Meetings. Special meetings of the Board of Directors may be held at any
time or place within or without the State of Delaware whenever called by any Director upon at least
twenty-four hours notice to the other Directors.
(h) Telephonic Meetings Permitted. Directors may participate in a meeting of the
Board of Directors by means of telephone conference, video conference, internet web-based
conference or similar communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting by such means shall constitute presence
in person at such meeting.
(i) Quorum; Vote Required for Action. At all meetings of the Board of Directors, the
presence of a majority of the Directors shall constitute a quorum for the transaction of business.
The affirmative vote of at least a majority of the Directors present at any meeting at which there
is a quorum is required for all acts of the Board of Directors.
(j) Actions by Board of Directors Without a Meeting. Any action required or permitted
to be taken at any meeting of the Board of Directors, or any committee thereof, may be taken
without a meeting and without a vote if all of the Directors consent thereto in writing, and the
writing or writings are filed with the minutes of the proceedings of the Board of Directors.
(k) Compensation of Directors. The salary or other compensation, if any, of the
Directors shall be fixed by the Member.
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9. Officers. The Board of Directors may designate one or more persons to be officers of the
Company. Officers are not “Managers,” as that term is used in the Act. Any officers who are so
designated shall have such titles and authority and perform such duties as the Board of Directors
may delegate to them. The salaries or other compensation, if any, of the officers of the Company
shall be fixed by the Board of Directors. Any officer may be removed as such, either with or
without cause, by the Board of Directors. Designation of an officer shall not of itself create
contract rights. The Board of Directors hereby designates the following persons to serve as
officers of the Company subject to change by the Board of Directors in accordance with the
provisions of this Section 8:
| Name: | Title: | |
Xxxxxxx X. Xxxxxxx
|
President | |
Xxxxxx X. Xxxxxxxxx
|
Vice President and Treasurer | |
Xxxx X. Xxxx
|
Vice President and Corporate Secretary | |
Xxxxxx X. Xxxxxx
|
Vice President | |
Xxxxxxxxxxx X. Xxxxxxxxx
|
Vice President | |
Xxxxx X. Xxxxxx
|
Assistant Corporate Secretary |
10. 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.
11. Exculpation and Indemnity. The Member, the Directors and officers of the Company shall
not be liable or accountable in damages or otherwise to the Company for any act or omission done or
omitted by him in good faith, unless such act or omission constitutes fraud or willful misconduct
or, in the case of a criminal matter, was undertaken with knowledge that the conduct was unlawful.
The Company shall indemnify the Member, the Directors or officers of the Company to the fullest
extent permitted by law against any loss, liability, damage, judgment, demand, claim, cost or
expense incurred by or asserted against the Member, the Directors or officers of the Company
(including, without limitation, reasonable attorneys’ fees and disbursements incurred in the
defense thereof) arising out of any act or omission of the Member, the Directors or officers in
connection with the Company, unless such act or omission constitutes fraud or willful misconduct
or, in the case of a criminal matter, was undertaken with knowledge that the conduct was unlawful.
12. Liability. The Member, the Directors and the officers of the Company shall not be liable
for the debts, obligations or liabilities of the Company.
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13. Bank and Securities Accounts. Funds of the Company shall be deposited in such banks or
with such securities intermediaries or other depositories as shall be designated from time to time
by the Board of Directors.
14. Amendments to this Agreement. The power to alter, amend, restate, or repeal this
Agreement or adopt a new limited liability company agreement is vested in the Member. This
Agreement may be amended, modified, supplemented or restated in any manner permitted by applicable
law and approved by the Member.
15. Governing Law. This Agreement is governed by and shall be construed in accordance with
the laws of the State of Delaware without regard to the principle of conflict-of-laws.
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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date written first above.
| MEMBER: TERRA NITROGEN CORPORATION |
||||
| By: | /s/ Xxxx X. Xxxx | |||
| Name: | Xxxx X. Xxxx | |||
| Title: | Vice President, General Counsel and Corporate Secretary |
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LLC Agreement —Terra LP Holdings LLC
Signature Page
Signature Page
