EXHIBIT 3.5
AGREEMENT OF LIMITED PARTNERSHIP
OF
DORCHESTER MINERALS MANAGEMENT LP
THIS AGREEMENT OF LIMITED PARTNERSHIP, dated as of December 12, 2001 is
entered into and executed by Dorchester Minerals Management GP LLC, a Delaware
limited liability company, as general partner (the "General Partner"), and ▇▇▇
Partners, Ltd., a Texas limited partnership ("▇▇▇"), ▇▇▇▇▇▇ Petroleum, Ltd., a
Texas limited partnership ("▇▇▇▇▇▇"), ▇▇▇▇▇ ▇▇▇▇▇ Oil & Gas, Inc., a Texas
corporation ("SAOG"), P.A. Peak Inc., a Delaware corporation ("Peak"), and ▇▇▇▇▇
▇. ▇▇▇▇▇, Inc., a Delaware corporation ("▇▇▇▇▇"), as limited partners. Each of
SAM, Vaughn, SAOG, Peak and ▇▇▇▇▇ is a "Limited Partner" and, collectively, they
are sometimes referred to as the "Limited Partners." The General Partner and
each Limited Partners is a "Partner" and, collectively, they are sometimes
referred to as the "Partners."
ARTICLE I
DEFINITIONS
The following definitions shall for all purposes, unless otherwise clearly
indicated to the contrary, apply to the terms used in this Agreement.
"Certificate of Limited Partnership" means the Certificate of Limited
Partnership filed with the Secretary of State of the State of Delaware as
described in the first sentence of Section 2.5 as amended or restated from time
to time.
"Delaware Act" means the Delaware Revised Uniform Limited Partnership Act,
as amended from time to time, and any successor to such act.
"General Partner" means Dorchester Minerals Management GP LLC, a Delaware
limited liability company, in its capacity as the general partner of the
Partnership, and any successor to Dorchester Minerals Management GP LLC, as
general partner.
"Limited Partner" means the limited partners named in the preamble and
defined as the Limited Partners therein, and any other limited partner admitted
to the Partnership from time to time.
"Partner" means the General Partner or any Limited Partner.
"Partnership" means Dorchester Minerals Management LP, a Delaware limited
partnership.
"Percentage Interest" means, with respect to any Partner, the percentage
set forth in Section 2.6 below.
ARTICLE II
ORGANIZATIONAL MATTERS
2.1 Formation. Subject to the provisions of this Agreement, the General
Partner and the Limited Partners have formed the Partnership as a limited
partnership pursuant to the provisions of the Delaware Act. The General Partner
and the Limited Partners hereby enter into this Agreement to set forth the
rights and obligations of the Partners and certain matters related thereto.
Except as expressly provided herein to the contrary, the rights and obligations
of the Partners and the administration, dissolution, and termination of the
Partnership shall be governed by the Delaware Act.
2.2 Name. The name of the Partnership shall be, and the business of the
Partnership shall be conducted under the name of, "Dorchester Minerals
Management LP"
2.3 Principal Office; Registered Office.
(a) The principal office of the Partnership shall be at ▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ or such other place as the General
Partner may from time to time designate. The Partnership may maintain
offices at such other places as the General Partner deems advisable.
(b) The address of the Partnership's registered office in the State of
Delaware shall be ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and the
name of the Partnership's registered agent for service of process at such
address shall be The Corporation Trust Company.
2.4 Term. The Partnership shall continue in existence until an election to
dissolve the Partnership by the General Partner.
2.5 Organizational Certificate. A Certificate of Limited Partnership of the
Partnership has been filed by the General Partner with the Secretary of State of
the State of Delaware as required by the Delaware Act. The General Partner shall
cause to be filed such other certificates or documents as may be required for
the formation, operation, and qualification of a limited partnership in the
State of Delaware and any state in which the Partnership may elect to do
business. The General Partner shall thereafter file any necessary amendments to
the Certificate of Limited Partnership and any such other certificates and
documents and do all things requisite to the maintenance of the Partnership as a
limited partnership (or as a partnership in which the Limited Partners have
limited liability) under the laws of Delaware and any state or jurisdiction in
which the Partnership may elect to do business.
2.6 Partnership Interests. Effective as of the date hereof, the General
Partner shall have a 0.1% Percentage Interest and the Limited Partners shall
collectively have a 99.9% Percentage Interest and each Limited Partner shall
have a Percentage Interest equal to the fraction 99.9/5.
2.7 Tax Status. The Partnership shall be operated such that it will be
classified as a "partnership" for federal and, as determined by the General
Partner, state income tax purposes.
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ARTICLE III
PURPOSE
The purpose and business of the Partnership shall be to engage in any
lawful activity for which limited partnerships may be organized under the
Delaware Act.
ARTICLE IV
CAPITAL CONTRIBUTIONS
At or around the date hereof, each of the Partners contributed to the
Partnership the amount in cash set forth next to such Partner's name on Schedule
I attached hereto.
ARTICLE V
CAPITAL ACCOUNTS ALLOCATIONS
5.1 Capital Accounts. The Partnership shall maintain a capital account for
each of the Partners in accordance with the regulations issued pursuant to
Section 704 of the Internal Revenue Code of 1986, as amended (the "Code") and as
determined by the General Partner as consistent therewith.
5.2 Allocations. For federal income tax purposes, each item of income,
gain, loss, deduction, and credit of the Partnership shall be allocated among
the Partners in accordance with their Percentage Interests, except that the
General Partner shall have the authority to make such other allocations as are
necessary and appropriate to comply with Section 704 of the Code and the
regulations issued pursuant thereto.
5.3 Distributions. From time to time, but not less often than quarterly,
the General Partner shall review the Partnership's accounts to determine whether
distributions are appropriate. The General Partner may make such cash
distributions as it, in its sole discretion, may determine without being limited
to current or accumulated income or gains from any Partnership funds, including,
without limitation, Partnership revenues, capital contributions, or borrowed
funds; provided, however, that no such distribution shall be made if, after
giving effect thereto, the liabilities of the Partnership exceed the fair market
value of the assets of the Partnership. In its sole discretion, the General
Partner may, subject to the foregoing proviso, also distribute to the Partners
other Partnership property or other securities of the Partnership or other
entities. All distributions by the General Partner shall be made in accordance
with the Percentage Interests of the Partners.
ARTICLE VI
MANAGEMENT AND OPERATIONS OF BUSINESS
Except as otherwise expressly provided in this Agreement, all powers to
control and manage the business and affairs of the Partnership shall be vested
exclusively in the General Partner, and the Limited Partners shall not have any
power to control or manage the Partnership.
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ARTICLE VII
RIGHTS AND OBLIGATIONS OF LIMITED PARTNER
7.1 Liability of Limited Partners. The Limited Partners shall have no
liability under this Agreement except as provided in Article IV.
7.2 Transfer of Limited Partner Interest. None of the Limited Partners
shall have the right to sell, transfer or assign their limited partnership
interests in the Partnership or any interest therein without the prior written
consent of the General Partner except that the conversion of ▇▇▇▇▇ into a
Delaware general partnership pursuant to the Delaware General Corporation Law
and the Delaware Revised Uniform Partnership Act shall not be deemed to have
effected a sale, transfer or assignment of the limited partnership interests
held thereby.
ARTICLE VIII
DISSOLUTION AND LIQUIDATION
8.1 Dissolution. The Partnership shall be dissolved as provided in Section
2.4 and its affairs shall be wound up as provided by law.
8.2 No Resignation. No Partner shall have the right to resign or withdraw
from the Partnership prior to the dissolution and winding up of the Partnership,
without the prior written consent of the General Partner. Any Partner who
resigns or withdraws from the Partnership in violation of the foregoing
provision or who has resigned or withdrawn from the Partnership in a manner not
expressly permitted herein, shall be liable to the Partnership and the Partners
for any damages sustained by reason of such resignation or withdrawal.
ARTICLE IX
AMENDMENT OF PARTNERSHIP AGREEMENT
The General Partner may amend any provision of this Agreement without the
consent of the Limited Partners and may execute, swear to, acknowledge, deliver,
file, and record whatever documents may be required in connection therewith.
ARTICLE X
GENERAL PROVISIONS
10.1 Addresses and Notices. Any notice to the Partnership, the General
Partner, or the Limited Partners shall be deemed given if received by it in
writing at the principal office of the Partnership designated pursuant to
Section 2.3(a).
10.2 Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their successors and assigns.
10.3 Integration. This Agreement constitutes the entire agreement between
the parties pertaining to the subject matter hereof and supersedes all prior
agreements and understandings pertaining thereto.
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10.4 Severability. If any provision of this Agreement is or becomes
invalid, illegal, or unenforceable in any respect, the validity, legality, and
enforceability of the remaining provisions hereof, or of such provision in other
respects, shall not be affected thereby.
10.5 Applicable Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Delaware.
[Signatures appear on following page]
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IN WITNESS WHEREOF, this Agreement has been duly executed by the General
Partner and the Limited Partners as of the date first above written.
GENERAL PARTNER:
DORCHESTER MINERALS MANAGEMENT GP LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Chief Operating Officer
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LIMITED PARTNERS:
▇▇▇ PARTNERS, LTD.
By: ▇▇▇ Partners Management, Inc., its general partner
By: /s/ ▇. ▇. ▇▇▇▇▇
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▇. ▇. ▇▇▇▇▇, ▇▇., Secretary
▇▇▇▇▇▇ PETROLEUM, LTD.
By: VPL (GP), LLC, its general partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Chief Executive Officer and Manager
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▇▇▇▇▇ ▇▇▇▇▇ OIL & GAS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Vice President
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P.A. PEAK, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. Peak
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▇▇▇▇▇▇▇ ▇. Peak, President
▇▇▇▇▇ ▇. ▇▇▇▇▇, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇, President
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SCHEDULE I
Capital Contributions
General Partner: $1.99
Limited Partners:
▇▇▇▇▇▇ $576.13
▇▇▇ 576.13
SAOG 561.81
Peak 136.97
▇▇▇▇▇ 136.97
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$1,990.00
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