Exhibit 3.2
LIMITED LIABILITY COMPANY AGREEMENT
OF
SDG&E FUNDING LLC
This Limited Liability Company Agreement (this "Agreement") of SDG&E
Funding LLC (the "Company"), is entered into by San Diego Gas & Electric
Company, a California corporation, as the sole member (the "Initial Member").
As used in this Agreement, the term "Member" means the Initial Member, and
includes any person or entity admitted as an additional member of the Company or
a substitute member of the Company pursuant to the provisions of this Agreement.
The Initial Member, by execution of this Agreement, hereby forms a
limited liability company pursuant to and in accordance with the Delaware
Limited Liability Company Act (6 Del. C. (S) 18-101, et seq.), as amended from
---- -- -- ---
time to time (the "Act"), and hereby agrees as follows:
1. Name. The name of the limited liability company formed hereby is
----
SDG&E Funding LLC.
2. Certificates. Xxxxx X. Xxxxxx, Xx., as an authorized person
------------
within the meaning of the Act, shall execute, deliver and file the Certificate
of Formation with the Secretary of State of the State of Delaware. Upon the
filing of the Certificate of Formation with the Secretary of State of the State
of Delaware, his powers as an authorized person shall cease and the Member shall
thereafter be designated as an authorized person within the meaning of the Act.
The Member or an Officer (as hereinafter defined) shall execute, deliver and
file 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.
3. 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.
4. Powers. In furtherance of its purposes, but subject to all of
------
the provisions of this Agreement, the Company shall have the power and is hereby
authorized to:
a. acquire by purchase, lease, contribution of property or
otherwise, own, hold, sell, convey, transfer or dispose of any real or personal
property
which may be necessary, convenient or incidental to the accomplishment of the
purpose of the Company;
b. act as a trustee, executor, nominee, bailee, director,
officer, agent or in some other fiduciary capacity for any person or entity and
to exercise all of the powers, duties, rights and responsibilities associated
therewith;
c. take any and all actions necessary, convenient or
appropriate as trustee, executor, nominee, bailee, director, officer, agent or
other fiduciary, including the granting or approval of waivers, consents or
amendments of rights or powers relating thereto and the execution of appropriate
documents to evidence such waivers, consents or amendments;
d. operate, purchase, maintain, finance, improve, own, sell,
convey, assign, mortgage, lease or demolish or otherwise dispose of any real or
personal property which may be necessary, convenient or incidental to the
accomplishment of the purposes of the Company;
e. borrow money and issue evidences of indebtedness in
furtherance of any or all of the purposes of the Company, and secure the same by
mortgage, pledge or other lien on the assets of the Company;
f. invest any funds of the Company pending distribution or
payment of the same pursuant to the provisions of this Agreement and open and
maintain checking and saving acounts with banking and savings institutions;
g. prepay in whole or in part, refinance, recast, increase,
modify or extend any indebtedness of the Company and, in connection therewith,
execute any extensions, renewals or modifications of any mortgage or security
agreement securing such indebtedness;
h. enter into, perform and carry out contracts of any kind,
including, without limitation, contracts with any Member or any person or entity
affiliated with the Member, necessary to, in connection with, convenient to, or
incidental to the accomplishment of the purposes of the Company;
i. employ or otherwise engage employees, managers, contractors,
advisors, attorneys and consultants and pay reasonable compensation for such
services;
j. enter into partnerships, limited liability companies,
trusts, associations, corporations or other ventures with other persons or
entities in furtherance of the purposes of the Company; and
2
k. do such other things and engage in such other activities related
to the foregoing as may be necessary, convenient or incidental to the conduct of
the business of the Company, and have and exercise all of the powers and rights
conferred upon limited liability companies formed pursuant to the Act.
5. Principal Business Office. The principal business office of the
-------------------------
Company shall be located at such location as may hereafter be determined by the
Member.
6. Registered Office. The address of the registered office of the
-----------------
Company in the State of Delaware is c/o RL&F Service Corp., One Xxxxxx Square,
10th Floor, Tenth and Xxxx Xxxxxxx, Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxxxx
00000.
7. 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
RL&F Service Corp., One Xxxxxx Square, 10th Floor, Tenth and Xxxx Xxxxxxx,
Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxxxx 00000.
8. Members. The name and the mailing address of the Initial Member
-------
are set forth on Schedule A attached hereto.
9. Limited Liability. Except as otherwise provided by the Act, the
-----------------
debts, obligations and liabilities of the Company, whether arising in contract,
tort or otherwise, shall be solely the debts, obligations and liabilities of the
Company, and the Member shall not be obligated personally for any such debt,
obligation or liability of the Company solely by reason of being a member of the
Company.
10. Capital Contributions. The Initial Member is deemed admitted as
---------------------
the Member of the Company upon its execution and delivery of this Agreement.
The Initial Member has contributed the amount of cash to the Company as listed
on Schedule A attached hereto.
11. Additional Contributions. The Initial Member is not required to
------------------------
make any additional capital contribution to the Company. However, a Member may
make additional capital contributions to the Company at any time. To the extent
the Member makes an additional capital contribution to the Company, the Member
shall revise Schedule A of this Agreement.
12. Allocation of Profits and Losses. The Company's profits and
--------------------------------
losses shall be allocated to the Member.
13. Distributions. Distributions shall be made to the Member at the
-------------
times and in the aggregate amounts determined by the Member. Notwithstanding
any provision to the contrary contained in this Agreement, the Company shall not
make a
3
distribution to any Member on account of its interest in the Company if such
distribution would violate Section 18-607 of the Act or other applicable law.
14. Management. In accordance with Section 18-402 of the Act,
----------
management of the Company shall be vested in the Member. The Member shall have
the power to do any and all acts necessary, convenient or incidental to or for
the furtherance of the purposes described herein, including all powers,
statutory or otherwise, possessed by members of a limited liability company
under the laws of the State of Delaware. The Member has the authority to bind
the Company. The Member may act by written consent.
15. Officers. The Member may, from time to time as it deems
--------
advisable, appoint officers of the Company (the "Officers") and assign in
writing titles (including, without limitation, President, Vice President,
Secretary, and Treasurer) to any such person. Unless the Member decides
otherwise, if the title is one commonly used for officers of a business
corporation formed under the Delaware General Corporation Law, the assignment of
such title shall constitute the delegation to such person of the authorities and
duties that are normally associated with that office. Any delegation pursuant
to this Section 15 may be revoked at any time by the Member. An Officer may be
removed with or without cause by the Member.
16. Other Business. The Member may engage in or possess an interest
--------------
in other business ventures (unconnected with the Company) of every kind and
description, independently or with others. The Company shall not have any
rights in or to such independent ventures or the income or profits therefrom by
virtue of this Agreement.
17. Exculpation and Indemnification. No Member or Officer shall be
-------------------------------
liable to the Company, any other person or entity who has an interest in the
Company for any loss, damage or claim incurred by reason of any act or omission
performed or omitted by such Member or Officer in good faith on behalf of the
Company and in a manner reasonably believed to be within the scope of the
authority conferred on such Member or Officer by this Agreement, except that a
Member or Officer shall be liable for any such loss, damage or claim incurred by
reason of such Member's or Officer's willful misconduct. To the full extent
permitted by applicable law, a Member or Officer shall be entitled to
indemnification from the Company for any loss, damage or claim incurred by such
Member or Officer by reason of any act or omission performed or omitted by such
Member or Officer in good faith on behalf of the Company and in a manner
reasonably believed to be within the scope of the authority conferred on such
Member or Officer by this Agreement, except that no Member or Officer shall be
entitled to be indemnified in respect of any loss, damage or claim incurred by
such Member or Officer by reason of willful misconduct with respect to such acts
or omissions; provided, however, that any indemnity under this Section 17 shall
-------- -------
be provided
4
out of and to the extent of Company assets only, and no Member shall have
personal liability on account thereof.
18. Assignments. A Member may assign in whole or in part its limited
-----------
liability company interest in the Company with the written consent of the
Member. If a Member transfers all of its interest in the Company pursuant to
this Section, the transferee shall be admitted to the Company upon its execution
of an instrument signifying its agreement to be bound by the terms and
conditions of this Agreement. Such admission shall be deemed effective
immediately prior to the transfer, and, immediately following such admission,
the transferor Member shall cease to be a member of the Company.
19. Resignation. A Member may resign from the Company with the
-----------
written consent of the Initial Member. If a Member is permitted to resign
pursuant to this Section, an additional member of the Company shall be admitted
to the Company, subject to Section 20, upon its execution of an instrument
signifying its agreement to be bound by the terms and conditions of this
Agreement. Such admission shall be deemed effective immediately prior to the
resignation, and, immediately following such admission, the resigning Member
shall cease to be a member of the Company.
20. Admission of Additional Members. One (1) or more additional
-------------------------------
members of the Company may be admitted to the Company with the written consent
of the Member.
21. Dissolution.
-----------
a. The Company shall dissolve, and its affairs shall be wound
up upon the first to occur of the following: (i) the written consent of the
Member, (ii) the retirement, resignation or dissolution of the Member or the
occurrence of any other event which terminates the continued membership of the
Member in the Company unless the business of the Company is continued in a
manner permitted by the Act, or (iii) the entry of a decree of judicial
dissolution under Section 18-802 of the Act.
b. The bankruptcy of the Member will not cause the Member to
cease to be a member of the Company and upon the occurrence of such an event,
the business of the Company shall continue without dissolution.
c. In the event of dissolution, the Company shall conduct only
such activities as are necessary to wind up its affairs (including the sale of
the assets of the Company in an orderly manner), and the assets of the Company
shall be applied in the manner, and in the order of priority, set forth in
Section 18-804 of the Act.
22. Separability of Provisions. Each provision of this Agreement
--------------------------
shall be considered separable and if for any reason any provision or provisions
herein are determined to be invalid, unenforceable or illegal under any existing
or future law, such
5
invalidity, unenforceability or illegality shall not impair the operation of or
affect those portions of this Agreement which are valid, enforceable and legal.
23. Entire Agreement. This Agreement constitutes the entire
----------------
agreement of the Member with respect to the subject matter hereof.
24. Governing Law. This Agreement shall be governed by, and
-------------
construed under, the laws of the State of Delaware (without regard to conflict
of laws principles), all rights and remedies being governed by said laws.
25. Amendments. This Agreement may not be modified, altered,
----------
supplemented or amended except pursuant to a written agreement executed and
delivered by the Member.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound
hereby, has duly executed this Agreement as of the 1st day of July, 1997.
SAN DIEGO GAS & ELECTRIC COMPANY
By: /s/ Xxxxx X. Xxxxx
-----------------------------
Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer
6
Schedule A
to SDG&E Funding LLC Limited Liability Company Agreement
MEMBER
------
Agreed Value
of Capital Percentage
Name Mailing Address Contribution Interest
---- --------------- ------------ ----------
SAN DIEGO GAS & X.X. Xxx 0000 $5,000.00 100%
ELECTRIC Xxx Xxxxx, Xxxxxxxxxx 00000
COMPANY
7
