OPERATING AGREEMENT OF TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC
Exhibit (3) -2
OF
THIS OPERATING AGREEMENT dated as of the 31st day of December, 2008, is made by Xxxxxxxx Gas
Pipeline Company, LLC with offices at 0000 Xxxx Xxx Xxxxxxxxx, Xxxxxxx, Xxxxx 00000.
WHEREAS, on the 31st day of December, 2008, Xxxxxxxx Gas Pipeline Company, LLC, as sole member
(the “Member”), formed a limited liability company pursuant to the provisions of the Delaware
Limited Liability Company Act by having the Certificate of Formation of Transcontinental Gas Pipe
Line Company, LLC (the “Company”) filed with the Secretary of the State of Delaware.
NOW, THEREFORE, the Member hereby declares as follows:
ARTICLE I-ADOPTION OF ORGANIZATIONAL DOCUMENTS;
PRIORITY OF AUTHORITIES
PRIORITY OF AUTHORITIES
Section 1.1 Certificate of Formation and Operating Agreement Adoption. The
form of the Certificate of Formation of the Company filed with the Secretary of State of the State
of Delaware is hereby adopted by the Member, and all actions taken in organizing the Company,
including, but not limited to, the filing of such Certificate of Formation, are in all respects
ratified, confirmed, adopted and approved. This Operating Agreement is hereby adopted by the
Member to govern the internal business and affairs of the Company.
Section 1.2 Priority of Authorities. The provisions of this Operating
Agreement shall be controlling except to the extent the provisions hereof are in direct conflict
with provisions of the Certificate of Formation of the Company as now in existence and as amended
from time to time (the “Certificate”) or provisions of the Delaware Limited Liability Company Act
as now in existence and as amended from time to time (the “Act”).
Section 1.3 Change of Certificate and Operating Agreement. Only the consent
of the Member shall be required to change the Certificate and/or this Operating Agreement.
ARTICLE II-OFFICES; RESIDENT AGENT
Section 2.1 Offices. The Company’s principal place of business shall be Xxx
Xxxxxxxx Xxxxxx, Xxxxx, Xxxxxxxx until changed as provided by the Act. The Company also may have
such other offices and places of business as the business of the Company may require.
Section 2.2 Name. The name of the limited liability company formed by the
Certificate shall continue to be Transcontinental Gas Pipe Line Company, LLC. All business of the
Company shall be conducted in such name.
Section 2.3 Registered Agent. The address of the Company’s registered office
in the State of Delaware is Corporation Trust Center, 0000 Xxxxxx Xxxxxx, xx xxx Xxxx xx
Xxxxxxxxxx, Xxxxxx of New Castle. The name of the Company’s registered agent at such address is
Corporation Trust Company.
ARTICLE III-MANAGEMENT
Section 3.1 Management Committee:
(a) The management of the Company and its business shall be vested in a Management Committee
(the “Committee”) which shall consist of at least one (1) member, the exact number to be determined
from time to time by the Member. All members of the Committee shall be appointed by, and may be
removed or replaced at the discretion of, the Member.
(b) The Committee shall act by resolution duly adopted by vote at a meeting of the Committee
or by consent in writing of all of its members. At all Committee meetings, members may vote in
person or by proxy. Committee members may participate in a meeting by any means of communication
by which all members participating in such meeting may simultaneously hear each other during the
meeting.
(c) The Member hereby appoints the following Committee members:
Xxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxx
Each Committee member shall serve until his resignation is accepted or successor is appointed.
Section 3.2 Appointment and Removal of Committee Members. The Member may at
any time, by written notice, substitute a new Committee member to serve or designate an alternate
to act for and in place of an existing Committee member.
Section 3.3 Exercise of Authority Granted to the Committee.
(a) Subject to the limitations of paragraph (b) below, or otherwise contained in this
Operating Agreement, the Committee may delegate such general or specific authority to the Officers
(defined in Section 3.5 hereof) as it considers desirable. The Officers may, subject to any
restraints or limitations imposed by the Committee, exercise the authority granted to them.
(b) Notwithstanding anything contained herein to the contrary, the authority to determine the
following matters with respect to the Company shall be retained by the Committee
and any action with respect thereto may be taken by the Officers (within such general or specific
limits as may be determined by the Committee) only after the Committee has approved the action
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in
question in accordance with this Section. The following actions shall require the affirmative vote
of a majority of all the members of the Committee:
(i) Appointing and removing any Officer;
(ii) Changing the fiscal year of the Company or any accounting policy or procedure of the
Company, except as required by law;
(iii) Sale, lease or other disposition of all or substantially all of the Company’s assets;
(iv) Borrowing, lending, securing or guaranteeing the payment of funds or obligations of the
Company;
(v) Recapitalization, dissolution or merger of the Company. other than where the Company
survives the transaction in which case any Officer may approve the transaction;
(vi) Pledging, placing in trust, assigning or otherwise encumbering any existing property real
or personal, owned or hereafter acquired by the Company as collateral or security for any borrowing
or other obligation of the Company, except for pledges or deposits under workers’ compensation,
unemployment insurance and social security laws or to secure the performance of bids, tenders,
contracts (other than for the repayment of money), or leases, or to secure statutory obligations or
surety or appeal bonds or to secure indemnity, performance or similar bonds used in the ordinary
course of business;
(vii) Making loans or advances to any party, excluding advances for travel and relocation
expenses; and
(c) Subject to the foregoing, the Officers shall be fully authorized to handle the day-to-day
business and decisions of the Company.
Section 3.4 Meetings of the Committee.
(a) Meetings of the members of the Committee shall be held from time-to-time on the date and
at the time determined by the President or any member of the Committee.
(b) Unless waived in writing by all of the members of the Committee, at least five business
days’ prior notice of any meeting shall be given to each member of the Committee, except in the
case of an emergency meeting. Such notice shall state the purpose for which such meeting has been
called.
(c) A quorum for any meeting of the Committee shall be a majority of the members thereof.
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(d) The Committee shall cause to be kept a book of minutes of all of its meetings in which
there shall be recorded the time and place of such meeting, whether regular of special, and if
special, by whom such meeting was called, the notice thereof given, the name of those present and
the proceedings thereof. Copies of any consents in writing shall also be filed in such minute
book.
Section 3.5 Officers.
(a) The Company may have such officers as may be designated by the Management Committee from
time-to-time, who shall act as agents of the Company, who shall have such powers as are usually
exercised by comparably designated officers of a Delaware corporation and who shall have the power
to bind the Company through the exercise of such powers, to the extent consistent with the terms of
this Operating Agreement. The officers of the Company may be a Chairman, Chief Executive Officer, a
President, one or more Senior Vice Presidents and one or more Vice Presidents, a Secretary, a
Treasurer and such other officers as the Management Committee may from time to time appoint.
(b) The Member hereby appoints the Officers named below to serve until they are removed from
office by the Committee or until their resignations are accepted and their successors are appointed
by the Committee:
| Office | Name | |||
| Senior Vice President | Xxxxxxx X. Xxxxxx | |||
| Vice President | Xxxxxxx Xxx Xxxxxxx | |||
| Vice President | Xxxxxxx X. Xxxxxxx | |||
| Vice President, General Counsel & Assistant Secretary |
Xxxxxxx X. Xxxxxxx | |||
| Vice President | Xxxxx X. Xxxxxxx | |||
| Vice President | Xxxxxxxx X. Xxxxxxxxxx | |||
| Vice President & Treasurer | Xxxxxxx X. Xxxxxxxx | |||
| Controller & Assistant Treasurer Secretary |
Xxxxxxx X. Xxxxxxxxx La Fleur X. Xxxxxx |
|||
| Assistant Secretary | Xxxxx X. Xxxxx | |||
| Assistant Secretary | Xxxxxxx X. Xxxxx | |||
| Assistant Secretary | Xxxxxx Xxxxxx Xxxxxx | |||
| Assistant Treasurer | Xxxx X. Husband | |||
| Assistant Treasurer | Xxxxxx X. Sailor |
Section 3.6 Execution of Documents.
(a) Any deed, deed of trust, xxxx of sale, lease agreement, security agreement, financing
agreement, contract of purchase or sale, partnership agreement or joint venture agreement, or other
contract or instrument purporting to bind the Company or to convey or encumber any of the assets of
the Company, may be signed by the Chief Executive Officer, the
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President, any Vice President, the Treasurer or the Secretary, and no other signature shall be
required.
(b) Any person dealing with the Company shall be entitled to rely on a certificate of the
Secretary or any Assistant Secretary as conclusive evidence of the incumbency of any Officer and
his authority to take action on behalf of the Company and shall be entitled to rely on a copy of
any resolution or other action taken by the Committee and certified by any Officer not named in the
resolution, as conclusive evidence of such action of the authority of the Officer referred to in
such resolution to bind the Company to the extent set forth therein.
(c) The Chief Executive Officer, the President, any Vice President, the Treasurer or any
Assistant Treasurer of the Company shall have the authority by a letter signed by any of them to
open bank accounts with any banks and to name the person or persons, or combination of persons,
authorized to sign checks and withdrawal documents drawn against such accounts, and to sign
agreements and other documents providing for the transfer of funds by computers or similar
electronic means or otherwise, the same as though the contents of such letter were incorporated in
a formal resolution duly passed at a duly conducted meeting of the Management Committee. The
Secretary or any Assistant Secretary of the Company be, and each is, hereby authorized to certify
any such letter as may be required by any such bank at any time to evidence authority for the
deposit and withdrawal of funds and the borrowing of money or otherwise.
ARTICLE
IV – GENERAL PROVISIONS
Section 4.1 Indemnification. The Company may, to the extent authorized from
time to time by the Committee, grant rights of indemnification and to advancement of expenses to
any member of the Committee, Officer, employee or agent of the Company, to the fullest extent
permitted by law, for judgments, settlements, penalties, fines or expenses incurred in any
proceeding because he or she is or was a member of the Committee, an Officer, an employee, or an
agent of the Company.
Section 4.2 Binding Effect. Except as otherwise provided herein, every
covenant, term and provision hereof shall be binding upon and inure to the benefit of the Member
and its permitted successors, transferees, and assigns (including any assignee for security
purposes or person holding a security interest).
Section 4.3 Severability. Except as otherwise provided in the succeeding
sentence, every provision of this Operating Agreement is intended to be severable, and, if any term
or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity
shall not affect the validity or legality of the remainder of this Operating Agreement. The
preceding sentence of this Section shall be of no force or effect if the consequence of enforcing
the remainder of this Operating Agreement without such illegal or invalid term or provision would
be to cause the Member to lose the benefit of its economic bargain.
Section 4.4 Choice of Law. This Operating Agreement shall be construed and
interpreted according to the laws of the State of Delaware.
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EXECUTED by XXXXXXXX GAS PIPELINE COMPANY, LLC, as sole member of the Company, as of the date
first above stated.
| XXXXXXXX GAS PIPELINE COMPANY, LLC | ||||||
| By: Name: |
/s/ Xxxxxxx X. Xxxxxx
|
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| Title: | Senior Vice President | |||||
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