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EXHIBIT 3.11
LIMITED LIABILITY COMPANY AGREEMENT
OF
IRIDIUM (POTOMAC) LLC
This LIMITED LIABILITY COMPANY AGREEMENT OF IRIDIUM (POTOMAC) LLC dated
as of February 17, 1999 (this "Agreement") is made by IRIDIUM OPERATING LLC, a
Delaware limited liability company, and the sole member (the "Member") of
Iridium (Potomac) LLC (the "Company").
WHEREAS, the Member has formed the Company as a limited liability company
pursuant to and in accordance with the Delaware Limited Liability Company Act (6
Del. C. Section 18-101, et seq.), as amended from time to time (the "Act"), and
hereby establishes the following:
1. Name. The name of the Company is IRIDIUM (POTOMAC) LLC. The
business of the Company may be conducted under any other name
deemed necessary or desirable by the Member in order to comply
with local law.
2. Purpose. The purpose for which the Company is organized is any
lawful purpose permitted pursuant to the Act.
3. Registered Office. The address of the registered office of the
Company in the State of Delaware is c/o The Corporation Trust
Company, 0000 Xxxxxx Xxxxxx, Xxxx xx Xxxxxxxxxx, Xxxxxx of New
Castle, Delaware.
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,
Xxxx xx Xxxxxxxxxx, Xxxxxx of New Castle, Delaware.
5. Member. The name and the business, residence or mailing address of
the Member is as follows:
Name Address
IRIDIUM OPERATING LLC 0000 Xxx Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
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6. Powers; Authorized Officers; Authorized Signatories. The power and
authority to manage and conduct the business and affairs of the
Company shall be vested in the sole Member, acting through its
Authorized Officers. The Authorized Officers are, and each of them
hereby is, designated as an authorized person within the meaning
of the Act, to execute, deliver and file any certificates (and any
amendments or restatements thereof) necessary for the Company to
do business in a jurisdiction in which the Company may wish to
conduct business. Subject to paragraph 7, any Authorized Officer
shall have the power and authority to do any and all acts
necessary or convenient to or for the furtherance of the purpose
described herein, including all powers, statutory or otherwise,
possessed by the Member under the laws of the State of Delaware.
Subject to paragraph 7, any decisions regarding any matter
involving or affecting the Company shall be made by any Authorized
Officer, acting singly or jointly.
7. Restriction on Powers. Notwithstanding any other provision of this
Agreement and any provision of law, the Company shall not, without
the written consent of the Chairman or the Vice Chairman and Chief
Executive Officer of the Member, (a) dissolve or liquidate, in
whole or in part, or institute proceedings to be adjudicated
bankrupt or insolvent, (b) consent to the institution of
bankruptcy or insolvency proceedings against it or to
reorganization or relief under any applicable federal or state law
relating to bankruptcy or insolvency, (c) file a petition seeking
reorganization or relief under any applicable federal or state law
relating to bankruptcy or insolvency, (d) consent to the
appointment of a receiver, liquidator, assignee, trustee,
sequestrator (or other similar official) of the Company or a part
of its property, (e) make a general assignment for the benefit of
creditors, (f) admit in writing its inability to pay its debts
generally as they become due, (g) take any corporate action in
furtherance of the actions set forth in clauses (a) through (f) of
this paragraph 7, or (h) admit additional members.
8. Authorized Officers. For Purposes of this Agreement the term
Authorized Officers shall mean the Chairman, Vice Chairman and
Chief Executive Officer, any Vice President, the Secretary or any
Assistant Secretary of the Member.
9. Liability of Member. The Member shall not have any liability for
the obligations or liabilities of the Company except to the extent
provided in the Act.
10. Amendment. This Agreement may not be changed or amended or
observance of any provisions by the Company waived without the
consent of any of the Chairman or the Vice Chairman and Chief
Executive Officer of the Member.
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11. 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.
12. Dissolution. The Company shall dissolve, and its affairs shall be
wound up, upon the first to occur of the following: (a) December
31, 2095, (b) the written consent of the Member, (c) the
bankruptcy or dissolution of the Member or (d) the entry of a
decree of judicial dissolution under Section 18-802 of the Act.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound
hereby, has duly executed this Limited Liability Company Agreement as
of the 17th day of February, 1999.
IRIDIUM OPERATING LLC
By:
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Name:
Title:
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