LIMITED LIABILITY COMPANY AGREEMENT OF CENTEX LAND VISTA RIDGE LEWISVILLE III GENERAL PARTNER, LLC (a Delaware Limited Liability Company)
Exhibit 3.6
OF
(a Delaware Limited Liability Company)
This LIMITED LIABILITY COMPANY AGREEMENT of CENTEX LAND VISTA RIDGE LEWISVILLE III GENERAL
PARTNER, LLC (this “Agreement”), is entered into as of June 22, 2004 by Centex Home Equity
Company, LLC, a Delaware limited liability company (the “Sole Member”), as the sole member of
Centex Land Vista Ridge Lewisville III General Partner, LLC, a Delaware limited liability company
(the “Company”), admitted pursuant to Section 5 of this Agreement.
WHEREAS, the Sole Member desires to form a limited liability company under the Delaware
Limited Liability Company Act (6 Del. C. § 18-101, et. seq.) (“Delaware Limited Liability Company
Act”); and
WHEREAS, effective June 22, 2004, Xxxxxxxx X. Xxxxxx executed the Certificate of Formation of
the Company and caused it to be filed in the office of the Secretary of State of the State of
Delaware (the “Certificate”).
NOW, THEREFORE, in consideration of the terms and provisions set forth herein, the benefits
to begin by the performance thereof and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the sole party hereto agrees as follows:
SECTION 1. General.
(a) Except as expressly provided herein, the rights and obligations of the Sole Member in
connection with the regulation and management of the Company shall be governed by the Delaware
Limited Liability Company Act.
(b) The name of the Company shall be “Centex Land Vista Ridge Lewisville III General Partner,
LLC.” The business of the Company shall be conducted under such name or any other name or names
that the Sole Member shall determine from time to time.
(c) The name and address of the registered agent for service of process on the Company in the
State of Delaware shall be Corporation Service Company, 0000 Xxxxxxxxxxx Xxxx, Xxxxx 000,
Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxxxx 00000. The registered office or registered agent of the
Company may be changed from time to time by the Sole Member.
(d) The principal place of business of the Company shall be located at 0000 X. Xxxxxxx,
Xxxxxx, Xxxxx 00000, or such other place as the Sole Member shall determine from time to time.
(e) The Company shall have perpetual existence, unless earlier dissolved pursuant to the
provisions of this Agreement.
SECTION 2. Purposes. The Company is formed for the object and purpose of, and the nature of
the business to be conducted by the Company is, engaging in any lawful act or activity for which
limited liability companies may be formed under the Delaware Limited Liability Company Act and
engaging in any and all activities necessary, convenient, desirable or incidental to the foregoing.
SECTION 3. Powers. The Company shall have all powers necessary, appropriate or incidental to
the accomplishment of its purposes and all other powers conferred upon a limited liability company
pursuant to the Delaware Limited Liability Company Act.
SECTION 4. Management.
(a) Except for situations in which the approval of the Sole Member is required by this
Agreement or by non-waivable provisions of applicable law: (i) 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, the Managers; and (ii) the Managers may make all decisions and take
all lawful actions for the Company not otherwise provided for in this Agreement, including the
right to appoint and delegate managerial responsibilities to officers, directors, employees and
agents of the Company.
(b) The number of Managers of the Company shall initially be three (3). Such number may be
increased or decreased from time to time by the Sole Member. Each Manager shall serve for the term
for which such Manager is elected and thereafter until such Manager’s successor shall have been
duly elected and qualified, or until such Manager’s earliest death, resignation or removal.
Managers need not be Members or residents of the State of Delaware.
SECTION 5. Capital Contributions; Units. Contemporaneous with the execution by the Sole Member
of this Agreement, the Sole Member has made or is making the capital contribution and receiving
units (“Units”) in the Company in exchange therefor as set forth on the attached Schedule
A.
SECTION 6. Distributions. The Company shall from time to time distribute to the Sole Member
such amounts in cash and other assets as shall be determined by the Sole Member. Each such
distribution shall be paid directly to the Sole Member as the holder of all outstanding Units of
the Company.
SECTION 7 . Allocations. The profits and losses of the Company shall be allocated to the Sole
Member.
SECTION 8. Dissolution; Winding Up.
(a) The Company shall be dissolved upon: (i) the adoption of a plan of dissolution by the Sole
Member or (ii) the occurrence of any event required to cause the dissolution of the Company under
the Delaware Limited Liability Company Act.
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(b) Any dissolution of the Company shall be effective as of the date on which the event occurs
giving rise to such dissolution, but the Company shall not terminate unless and until all its
affairs have been wound up and its assets distributed in accordance with the provisions of the
Delaware Limited Liability Company Act.
(c) Upon dissolution of the Company, the Company shall continue solely for the purposes of
winding up its business and affairs as soon as reasonably practicable. Promptly after the
dissolution of the Company, the Sole Member shall designate one or more persons (the “Liquidating
Trustees”) to accomplish the winding up of the business and affairs of the Company. Upon their
designation, the Liquidating Trustees shall immediately commence to wind up the affairs of the
Company in accordance with the provisions of this Agreement and the Delaware Limited Liability
Company Act. In winding up the business and affairs of the Company, the Liquidating Trustees may
take any and all lawful actions that they determine in their sole discretion to be in the best
interests of the Sole Member, including, but not limited to, any actions relating to: (i) causing
written notice by registered or certified mail of the Company’s intention to dissolve to be mailed
to each known creditor of and claimant against the Company; (ii) the payment, settlement or
compromise of existing claims against the Company; (iii) the making of reasonable provisions for
payment of contingent claims against the Company; and (iv) the sale or disposition of the
properties and assets of the Company. It is expressly understood and agreed that a reasonable time
shall be allowed for the orderly liquidation of the assets of the Company and the satisfaction of
claims against the Company so as to enable the Liquidating Trustees to minimize the losses that may
result from a liquidation.
SECTION 9. Transfer. A member shall not transfer (whether by sale, assignment, gift, pledge,
hypothecation, mortgage, exchange or otherwise) all or any part of its limited liability company
interest in the Company to any other person without the prior written consent of each of the other
members, if any.
SECTION 10. Admission of Additional Members. The admission of additional members to the
Company shall be accomplished by amendment of the Agreement and, if required by the Delaware
Limited Liability Company Act, by the filing of an appropriate amendment to the Certificate in the
office of the Secretary of State of the State of Delaware.
SECTION 11. Miscellaneous.
(a) The terms and provisions set forth in this Agreement may be amended, and compliance with
any term or provision set forth herein may be waived, only by a written instrument executed by the
Sole Member. No failure of delay on the part of any member in exercising any right, power or
privilege granted hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right, power or privilege preclude any other or further exercise thereof or
the exercise of any other right, power or privilege granted hereunder.
(b) This Agreement shall be binding upon and inure to the benefit of the Sole Member and its
respective successors and assigns.
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(c) This Agreement shall be governed by, and construed in accordance with, the laws of the
State of Delaware (without regard to any conflicts of law principles that would require the
application of the laws of any other jurisdiction).
(d) In the event that any provision contained in this Agreement shall be held to be invalid,
illegal or unenforceable for any reason, the invalidity, illegality or unenforceability thereof
shall not affect any other provision hereof.
IN WITNESS WHEREOF, the party has caused this Agreement to be duly executed on the date first
above written.
| CENTEX HOME EQUITY COMPANY, LLC |
||||
| /s/ Xxxxxxx X. Xxxxxx | ||||
| Xxxxxxx X. Xxxxxx | ||||
| President and Chief Executive Officer | ||||
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SCHEDULE A
| Capital | Number | |||||||
| Name | Contribution | of Units | ||||||
Centex Home Equity Company, LLC. |
$ | 1,000.00 | 1,000 | |||||
TOTALS: |
$ | 1,000.00 | 1,000 | |||||
