Exhibit 3.2
LIMITED LIABILITY COMPANY AGREEMENT
OF
NEXSTAR FINANCE, L.L.C.
LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") of Nexstar
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Finance, L.L.C. is entered into as of December 5, 2000 by Nexstar Finance
Holdings, L.L.C., a Delaware limited liability company, as sole member (the
"Member").
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1. Name. The name of the limited liability company governed hereby
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is Nexstar Finance, L.L.C. (the "Company").
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2. Purpose. The Company does and will exist for the object and
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purpose of, and the nature of the business to be conducted and promoted by
the Company is and will be, engaging in any lawful act or activity for
which limited liability companies may be formed under the Delaware Limited
Liability Company Act (6 Del.C. (S) 18-101, et seq.), as in effect from
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time to time (the "Act"), and engaging in any and all activities necessary
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or incidental to the foregoing.
3. Members. The name and mailing address of the sole Member are as
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follows:
Name Address
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Nexstar Finance Holdings, 200 Abington Executive Park, Suite 201
L.L.C. Xxxxxx Xxxxxx, XX 00000
4. Powers. The Member of the Company, shall manage the Company in
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accordance with this Agreement. The actions of the Member taken in such
capacity and in accordance with this Agreement shall bind the Company. The
Company shall not have any "manager," as that term is defined in the Act.
(i) The Member shall have full, exclusive and complete discretion
to manage and control the business and affairs of the Company, to make
all decisions affecting the business, operations and affairs of the
Company and to take all such actions as it deems necessary or
appropriate to accomplish the purpose of the Company as set forth
herein. Subject to the provisions of this Agreement, the Member (and
the officers appointed under clause (ii) below) shall have general and
active management of the day to day business and operations of the
Company. In addition, the Member shall have such other powers and
duties as may be prescribed by this Agreement. Such duties may be
delegated by the Member to officers, agents or employees of the
Company as the Member may deem appropriate from time to time.
(ii) The Member may, from time to time, designate one or more
persons to be officers of the Company. No officer need be a member of
the Company. Any officers so designated will have such authority and
perform such duties as the Member may, from time to time, delegate to
them. The Member may assign titles to particular officers, including,
without limitation, chairman, chief executive officer, president, vice
president, chief operating officer, secretary, assistant secretary,
treasurer and assistant treasurer. Each officer will hold office
until his or her successor will be duly designated and will qualify or
until his or her death or until he or she will resign or will have
been removed. Any number of offices may be held by the same person.
The salaries or other compensation, if any, of the officers and agents
of the Company will be fixed from time to time by the Member or by any
officer acting within his or her authority. Any officer may be
removed as such, either with or without cause, by the Member whenever
in his, her or its judgment the best interests of the Company will be
served thereby. Any vacancy occurring in any office of the Company
may be filled by the Member. The names of the initial officers of the
Company, and their respective titles, are set forth on the attached
Schedule 1. Such officers are authorized to control the day to day
operations and business of the Company.
5. Tax Elections. The fiscal and taxable year of the Company shall
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be the calendar year.
6. Dissolution. The Company shall dissolve, and its affairs shall be
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wound up upon the first to occur of the following (a) the written consent
of the Member, (b) the death, retirement, resignation, expulsion,
insolvency, bankruptcy or dissolution of the Member, or (c) the occurrence
of any other event which terminates the continued membership of the Member
in the Company.
7. Allocation of Profits and Losses. The Company's profits and
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losses shall be allocated to the Member.
8. Liability of Member. The Member shall not have any liability for
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the obligations or liabilities of the Company except to the extent provided
in the Act.
9. Governing Law. This Agreement shall be governed by, and construed
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under, the internal laws of the State of Delaware, all rights and remedies
being governed by said laws.
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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has
duly executed this Limited Liability Company Agreement as of the date first
written above.
NEXSTAR FINANCE, L.L.C.
By: Nexstar Finance Holdings, L.L.C.
Its: Sole Member
/s/ Xxxxxxx Xxxxx
By: ____________________________
Xxxxxxx Xxxxx, Vice President,
Corporate Controller and Secretary
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Schedule 1
Initial Officers
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Xxxxx Xxxx President
Xxxxxxx Xxxxx Vice President, Corporate Controller and Secretary
Xxxxx Xxxxxxx Vice President and Assistant Secretary
Xxxxx Xxxxxx Vice President and Assistant Secretary
Xxx Xxxxxxxx Vice President and Assistant Secretary
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