Exhibit 3.11
LIMITED LIABILITY COMPANY AGREEMENT
OF
DR LAND HOLDINGS, LLC
This Limited Liability Company Agreement (this "Agreement") of DR Land
Holdings, LLC is entered into as of the 4th day of December, 1998 by The Doe
Run Resources Corporation, as member (the "Member").
The Member hereby forms a limited liability company pursuant to and in
accordance with the Delaware Limited Liability Company Act, as amended from
time to time (6 Del.C. Section 18-101, et seq.) (the "Act"), and hereby
agrees as follows:
1. Name. The name of the limited liability company formed hereby is
DR Land Holdings, LLC (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, without limitation,
acquiring, managing and disposing of real and personal property), and
engaging in any and all activities necessary or incidental to the foregoing.
3. Registered Office. The address of the registered office of the
Company in the State of Delaware is Corporation Trust Center, 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, Corporation Trust Center, 0000 Xxxxxx
Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxxxx 00000.
5. Member. The name and the business, residence or mailing address
of the Member is as follows:
Name Address
---- --------
The Doe Run Resources Corporation 0000 Xxxx 000 Xxxxx
Xx. Xxxxx, XX 00000
6. Powers. The business and affairs of the Company shall be managed
by the Member. The Member shall have the power and authority to do any and
all acts necessary or convenient to or for the furtherance of the purposes
described herein, including all powers and authorities, statutory or
otherwise, possessed by members of limited liability companies
under the laws of the State of Delaware. In connection with the foregoing, the
Member is hereby authorized and empowered to act through its officers and
employees and other persons designated by the Member in carrying out any and all
of its powers and authorities under this Agreement, and to delegate any and all
powers and authorities that the Member possesses under this Agreement to any of
its officers and employees and to any other person designated by the Member.
Xxxxxx X. Xxxxxx 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. The Company may (i) acquire, hold and dispose of
interests (whether by the making of investments or otherwise and on such terms
and conditions as the Member may determine) in other entities, including as a
partner of a partnership, a member of a limited liability company and a
stockholder of a corporation, and (ii) borrow money (on such terms and
conditions as the Member may determine) in connection with its 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 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 the following
amount, in cash, and no other property, to the Company:
The Minerals Lease between Xxx X. Xxxx, Xxx X. Xxxx
and Ozark Lead Company, dated as of January 1, 1969,
as amended from time to time, by assignment.
9. Additional Contributions. The Member is not required to make any
additional capital contribution to the Company.
10. Allocation of Profits and Losses. The Company's profits and
losses shall be allocated in proportion to the capital contribution of the
Member.
11. Distributions. Distributions shall be made to the Member at the
times and in the aggregate amounts determined by the Member. Such
distributions shall be allocated to the Member in the same proportion as its
then capital account balance.
12. Assignments. The Member may assign in whole or in part its
limited liability company interest.
13. Resignation. The Member may resign from the Company.
14. Admission of Additional Members. One (1) or more additional
members of the Company may be admitted to the Company with the consent of the
Member.
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15. 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.
16. 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.
This Agreement and any controversy or claim arising out of or relating to
this Agreement shall be governed by the laws of the State of Delaware without
giving effect to the principles of conflicts of laws.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound
hereby, has duly executed this Limited Liability Company Agreement as of the
date and year first aforesaid.
THE DOE RUN RESOURCES CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------------
Xxxxxx X. Xxxxxx
Vice President and Chief Financial Officer
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