Exhibit B-35
LIMITED LIABILITY COMPANY
OPERATING AGREEMENT
OF
SOUTHERN COMPANY GAS LLC
THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (the "Agreement") of
SOUTHERN COMPANY GAS LLC (the "Company"), a Georgia limited liability company,
is entered into to be effective as of the Effective Date by and between the
Company and The Southern Company, a Delaware corporation, its sole member (the
"Sole Member").
ARTICLE I. DEFINITIONS
..........For purposes of this Agreement, in addition to terms defined
elsewhere herein, the following terms shall have the following meanings:
1. Act. The Georgia Limited Liability Company Act at O.C.G.A. ▇▇.▇▇.
▇▇-▇▇-▇▇▇ et seq., as it may be amended from time to time.
2. Additional Member. A Person other than the Sole Member who has
acquired a Membership Interest in the Company.
3. Admission (Admit). The act of becoming an Additional Member and
obtaining the rights appurtenant to a Membership Interest.
4. Agreement. This Limited Liability Company Operating Agreement, as
amended from time to time in accordance with this Agreement and the Act.
5. Articles. The Articles of Organization of the Company as properly
adopted and amended from time to time by the Sole Member and as filed with the
Secretary of State of Georgia on June 3, 2002.
6. Code. The Internal Revenue Code of 1986, as amended from time to
time.
7. Company. Southern Company Gas LLC, a limited liability company
formed under the laws of the State of Georgia.
8. Company Property. Any Property owned by the Company.
9. Contribution. Any contribution of Property or services made by or on
behalf of the Sole Member or by or on behalf of an Additional Member or an
assignee as consideration for a Membership Interest.
10. Disposition (Dispose). Any sale, assignment, transfer, exchange,
mortgage, pledge, grant, hypothecation or other transfer, absolute or as
security or encumbrance (including dispositions by operation of law).
..........11. Effective Date. The date the Articles were filed with the
Secretary of State of Georgia.
12. Initial Contribution. The Contribution made by the Sole Member as
described in Article VIII.
13. Membership Interest. All of the rights of being a member in the
Company, including the right to share in profits, losses and distributions and
the right to participate in the management of the Company.
14. Person. An individual, trust, estate, any incorporated or
unincorporated organization or any other entity permitted to be a member of a
limited liability company under the laws of the State of Georgia.
15. Proceeding. Any judicial or administrative trial, hearing or other
activity, civil, criminal or investigative, the result of which may be that a
court, arbitrator or governmental agency may enter a judgment, order, decree or
other determination that, if not appealed and reversed, would be binding upon
the Company, the Sole Member or other Person subject to the jurisdiction of such
court, arbitrator or governmental agency.
16. Property. Any real, personal, tangible or intangible property,
including cash, cash equivalents and goodwill, and any legal or equitable
interest in such property, but excluding services and promises to perform
services in the future.
17. Regulations. The permanent, temporary and proposed regulations of
the Department of the Treasury under the Code as such regulations may be
lawfully changed from time to time.
..........18. Sole Member. The Southern Company, a Delaware corporation, or any
permitted assignee or transferee of The Southern Company.
19. Taxing Jurisdiction. Any state, local or foreign government that
collects tax, interest or penalties, however designated, on any member's share
of the income or gain attributable to the Company.
ARTICLE II. FORMATION
1. Organization. The Company was organized as a Georgia limited
liability company on June 3, 2002.
2. Agreement, Effect of Inconsistencies with Act. For and in
consideration of the mutual covenants herein contained and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Sole Member and the Company hereby agree to the terms and
conditions of this Agreement, as it may from time to time be amended according
to its terms. It is the express intention of the Sole Member and the Company
that this Agreement shall be the sole source of agreement of the Sole Member and
the Company, and, except to the extent a provision of this Agreement expressly
incorporates federal income tax rules by reference to sections of the Code or
Regulations or is expressly prohibited or ineffective under the Act, this
Agreement shall govern, even when inconsistent with, or different than, the
provisions of the Act or any other law or rule. To the extent any provision of
this Agreement is prohibited or ineffective under the Act, this Agreement shall
be considered amended to the smallest degree possible in order to make the
Agreement effective under the Act. In the event the Act is subsequently amended
or interpreted in such a way to make any provision of this Agreement that was
formerly invalid valid, such provision shall be considered to be valid from the
effective date of such interpretation or amendment. The Sole Member shall be
entitled to rely on the provisions of this Agreement, and the Sole Member shall
not be liable to the Company for any action or refusal to act taken in good
faith reliance on the terms of this Agreement. The Sole Member and the Company
hereby agree that the duties and obligations imposed on the Sole Member as such
shall be those set forth in this Agreement, which is intended to govern the
relationship between the Company and the Sole Member, notwithstanding any
provision of the Act or other law to the contrary.
3. Name. The name of the Company is Southern Company Gas LLC, and all
business of the Company shall be conducted under that name or under any other
name to the extent permitted by applicable law.
4. Term. The Company shall continue until the Company is dissolved and
its affairs wound up in accordance with the provisions of this Agreement or the
Act.
5. Registered Agent and Registered Office. The registered agent for the
service of process on the Company and the registered office of the Company shall
be that Person and location as filed in the office of the Secretary of State of
Georgia. The Sole Member may, from time to time, change the registered agent or
office through appropriate filings with the Secretary of State of Georgia. In
the event the registered agent ceases to act as such for any reason or the
registered office shall change, the Sole Member shall promptly designate a
replacement registered agent or file a notice of change of address, as the case
may be.
6. Principal Office. The principal office of the Company (the
"Principal Office") shall be located at:
.......... ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
.......... ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
ARTICLE III. PURPOSE AND NATURE OF BUSINESS
The purpose of the Company shall be to engage in any lawful act or
activity for which limited liability companies may be organized under the Act.
ARTICLE IV. ACCOUNTING AND RECORDS
1. Records to be Maintained. The Sole Member shall maintain the
following records at the Principal Office:
1.1 A copy of the Articles, this Agreement and all amendments
thereto, and executed copies of the powers of attorney, if any,
pursuant to which the Articles or this Agreement have been executed;
1.2 Copies of such records as would enable the Sole Member to
determine the business and financial condition of the Company, the date
upon which the Sole Member became the Sole Member, the Sole Member's
name and last known mailing address, and the voting rights of the Sole
Member, as applicable;
1.3 Copies of the Company's federal, foreign, state, and local
income tax returns and reports, if any, for the three most recent
years;
1.4 The financial statements of the Company for the
three most recent years;
1.5 True and full information regarding the amount of cash and
other Property (including the value thereof) made as Contributions by
the Sole Member and what Contributions the Sole Member has agreed to
make in the future; and
1.6 Any other information required byss. ▇▇-▇▇-▇▇▇ of
the Act.
2. Inspection of Records. The Sole Member shall upon reasonable request
have the right to inspect and copy any Company record at the Sole Member's own
expense. The Sole Member shall be able to obtain, upon reasonable demand, true
and complete information regarding the state of the business and the financial
condition of the Company and copies of all federal, state and local and other
tax returns filed by the Company promptly after such returns become available.
ARTICLE V. NAME, ADDRESS AND INTEREST OF SOLE MEMBER
The name and address of the Sole Member is:
The Southern Company
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
The Sole Member owns 100% of the Membership Interests in the Company.
ARTICLE VI. MANAGEMENT
1. Management of the Company.
1.1 Management by Board of Managers. The business and
operations of the Company shall be managed by or under the direction of
a board of managers, who shall be elected in accordance with this
Article VI (the "Board of Managers"). For purposes of this Agreement,
each member of the Board of Managers shall be considered a "Manager"
(as defined in ss. ▇▇-▇▇-▇▇▇ of the Act). Except as otherwise
specifically set forth in this Agreement, including, without
limitation, in Paragraph 1.2 of this Article VI, the Board of Managers
(without the consent or approval of the Sole Member) shall have the
right, authority, power and discretion to control, direct, manage and
administer the business and affairs of the Company and to do all things
necessary to carry on the business and purposes of the Company. The
acts of the Board of Managers shall bind the Sole Member and the
Company when taken within the scope of the Board of Managers' authority
and discretion expressly granted hereunder.
1.2 Actions Requiring Consent of the Sole Member. In addition
to the other actions requiring the consent of the Sole Member set forth
in this Agreement, the Board of Managers shall not, without first
obtaining the consent of the Sole Member:
1.2.1 sell all or substantially all of the assets
of the Company;
1.2.2 merge or consolidate the Company with or into
any other corporation, partnership, limited liability company
or other entity;
1.2.3 dissolve, liquidate or terminate the Company;
1.2.4 amend the Articles or this Agreement;
1.2.5 take any action in contravention of this
Agreement; or
1.2.6 institute a case or other proceeding under any
section or chapter of the Federal Bankruptcy Code as now
existing or hereafter amended or becoming effective.
1.3 Powers and Duties of the Board of Managers. Except as
otherwise explicitly provided herein, the Board of Managers shall have
the power on behalf and in the name of the Company to implement any and
all of the objectives of the Company and to exercise any and all rights
and powers the Company may possess. Without limiting the foregoing
general powers and duties, the Board of Managers is hereby authorized
and empowered on behalf and in the name of the Company to:
1.3.1 Direct the formulation of investment policies
and strategies for the Company and select and approve the
investment of Company funds in accordance with investment
guidelines approved by the Sole Member or the Board of
Managers;
1.3.2 Open, maintain and close bank accounts and draw
checks or other orders for the payment of money and open,
maintain and close brokerage, mutual fund and similar
accounts;
1.3.3 Engage and terminate consultants, attorneys,
accountants and such other agents and employees for the
Company as it may deem necessary or advisable, and authorize
any such agent or employee to act for and on behalf of the
Company;
1.3.4 Negotiate and enter into contracts or
agreements with vendors;
1.3.5 Subject to its ultimate responsibility for the
management of the Company, delegate any of its duties
hereunder to any other person or entity, and in furtherance of
any such delegation to appoint, employ or contract with any
person or entity it may in its sole discretion deem necessary
or desirable for the transaction of the business of the
Company, which person or entity may administer the day-to-day
operations of the Company;
1.3.6 Institute, prosecute, settle, compromise or
defend any claim, proceeding, trial, hearing or other civil or
criminal activity instituted by, on behalf of or against the
Company;
1.3.7 Make any tax election or decision to be
made by the Company under the Code and the Regulations; and
1.3.8 Make and perform such other agreements and
undertakings as may be necessary or advisable to the carrying
out of any of the foregoing powers, objects or purposes.
2. Number, Election and Term of Office; Chairman. The Board of Managers
shall consist of no less than three (3) and no more than fifteen (15) Managers,
the exact number of Managers within such range to be fixed from time to time by
the Sole Member or the Board of Managers. The Managers shall be elected by the
Sole Member. Each Manager (except in case of death, resignation, retirement,
disqualification or removal) shall serve for a period of one (1) year and
thereafter until his or her successor shall have been duly elected and
qualified. The Board of Managers may appoint from among the Managers a chairman
(the "Chairman"). The Chairman shall preside at all meetings when present. A
majority of Managers present at any meeting shall elect an alternate Chairman to
preside at any meeting when the Chairman is not present. The number of initial
Managers and their names are set forth on Exhibit A attached hereto.
3. Removal. Any Manager may be removed (with or without cause) by the
Sole Member in its sole and absolute discretion. Removal action may be taken at
any time, and a removed Manager's successor may be elected at the same time to
serve the unexpired term.
4. Vacancies. A vacancy occurring in the Board of Managers may be
filled for the unexpired term, and until the Sole Member has elected a
successor, by an affirmative vote of a majority of the Managers remaining in
office.
5. Compensation. Managers may receive reasonable compensation for their
services as Managers as may from time to time be approved by the Sole Member.
Managers may receive such reimbursement of expenses as may be fixed or
determined by the Sole Member. A Manager may also service the Company in any
capacity other than that of Manager and receive compensation, as determined by
the Sole Member, for services rendered in that other capacity.
6. Meeting of the Board of Managers. An annual meeting of the Board of
Managers shall be held each year. The Board of Managers may also schedule
additional meetings to occur at regular intervals throughout the year. Special
meetings of the Board of Managers may be called by or at the request of the Sole
Member, the Chairman or at least two (2) Managers. A meeting of the Board of
Managers shall be held on such date and at such time and place as shall be set
forth in the notice thereof. Unless waived by the Managers, the Company shall
give written notice to each Manager of each meeting of the Board of Managers
stating the date, time and place of the meeting. Such notice shall be given at
least forty-eight (48) hours in advance by courier service, in person or by
electronic means or at least ten (10) days in advance by mail. Attendance by a
Manager at a meeting shall constitute waiver of notice of such meeting, except
where a Manager attends a meeting for the express purpose of objecting at the
beginning of the meeting to the transaction of business at the meeting. At
meetings of the Board of Managers, the presence of at least one half (1/2) of
the Managers then in office (but not less than two (2) Managers) shall be
necessary to constitute a quorum for the transaction of business at such
meeting. The act of a majority of the Managers present at a meeting at which a
quorum is present at the time shall be the act of the Board of Managers.
7. Action by Managers Without a Meeting. Any action required or
permitted to be taken at any meeting of the Board of Managers of any committee
thereof may be taken without a meeting upon written approval of all of the
members of the Board of Managers or such committee. Such written approval shall
have the same force and effect as a unanimous vote of the Board of Managers or
such committee and shall be evidenced by one (1) or more written consents
describing the action taken.
8. Participation in Board Meetings. Members of the Board of Managers or
any committee thereof may participate in a meeting of the Board of Managers or
such committee thereof by means of conference telephone or similar communication
equipment by means of which all persons participating in the meeting can hear
each other, and such participation in a meeting shall constitute presence in
person at the meeting.
9. Committees. The Sole Member or the Board of Managers may designate
one or more committees, each committee to consist of one or more of the Managers
of the Company. The Sole Member or the Board of Managers may designate one or
more Managers as alternate members of any committee, who may replace any absent
or disqualified member at any meeting or such committee. Any such committee, to
the extent provided in the resolutions of the Sole Member or the Board of
Managers appointing such committee, shall have and may exercise all the powers
and authority of the Board of Managers in the management of the business and
affairs of the Company, and may authorize the seal of the Company to be affixed
to all papers which may require it, but no such committee shall have the power
or authority in reference to amending the Articles or this Agreement, adopting
an agreement of merger or consolidation, recommending to the Sole Member the
sale, lease or exchange of all or substantially all of the Company's property
and assets or recommending to the Sole Member a dissolution of the Company. Such
committee or committees shall have such name or names as may be determined from
time to time by resolutions adopted by the Sole Member or the Board of Managers.
Unless otherwise specifically determined by the Sole Member or the Board of
Managers, the provisions of this Agreement that govern meetings, actions without
meetings, notice and waiver of notice, and quorum and voting requirements of the
Board of Managers shall apply to meetings of committees and their members as
well.
ARTICLE VII. OFFICERS
1. General Authority; President. The Company may have such officers
(the "Officers") as may be appointed by the Board of Managers from time to time,
each having such powers and duties as generally pertain to their respective
offices as well as such powers and duties as from time to time may be conferred
by the Board of Managers. In addition to those powers and duties generally
pertaining to the office of president, the President of the Company is hereby
authorized to enter into any and all transactions, contracts, agreements,
instruments, guarantees and other financing arrangements and documents on behalf
of the Company to the extent permitted by law and without further act or
resolution of the Board of Managers, subject to such limits as the Board of
Managers may set from time to time. The President may also delegate, in writing,
to other officers of the Company the authority to execute contracts, agreements,
instruments, guarantees and other financing arrangements and documents from time
to time on behalf of the Company and may otherwise establish delegated authority
limits for other employees and agents of the Company. In addition, the President
may appoint, employ or otherwise cause the Company to contract with such other
persons or entities for the transaction of the business of the Company or the
performance of services for or on behalf of the Company as he or she shall
determine in his or her discretion from time to time. The Board of Managers may
delegate to any officer of the Company or to any such other person or entity
such authority to act on behalf of and to bind the Company. The names and titles
of the initial Officers of the Company are set forth in Exhibit B attached
hereto.
2. Bank Accounts. The Officers of the Company are authorized and
directed to open accounts with any bank as may be selected as depositories for
the Company in the discretion of any of the Officers of the Company, and to
deposit therein funds of the Company, drafts, checks and notes of the Company,
payments on said accounts to be made in the corporate name. The Officers are
authorized to execute and deliver corporate resolutions on such forms as may be
presented or required by any such bank, said forms to be completed with such
information as the executing Officers may deem to be in the best interest of the
Company. All such resolutions which may be required by banks selected by the
Company dealing with the designation of such banks as depositories are adopted
as resolutions of the Board of Managers, and any Officer of the Company may
hereafter attest to and execute such bank resolutions and/or forms without
additional action of the Board of Managers.
ARTICLE VIII. CONTRIBUTIONS
1. Initial Contribution. The Sole Member has made an Initial
Contribution as set forth on Exhibit C attached hereto. No interest shall accrue
on the Initial Contribution or on any Contribution, and the Sole Member shall
not have the right to withdraw or be repaid any Contribution except as provided
in this Agreement.
2. Additional Contribution. In addition to the Initial Contribution,
the Sole Member may make additional Contributions. Except for the Initial
Contribution, the Sole Member shall not be obligated to make any additional
Contributions. Additional Members and assignees shall be required to make such
Contributions as determined by the Sole Member.
ARTICLE IX. DISTRIBUTIONS
1. Distributions. Except as provided in Paragraph 2 of this Article IX,
the Company may make distributions as determined by the Board of Managers or the
Sole Member from time to time in accordance with this Agreement.
2. Limitations on Distributions. No distribution shall be declared and
paid unless, after the distribution is made, the assets of the Company are in
excess of all liabilities of the Company.
ARTICLE X. TAXES
1. Elections. The Sole Member may make any tax elections for the
Company allowed under the Code or the tax laws of any state or other
jurisdiction having taxing jurisdiction over the Company.
2. Taxes of Taxing Jurisdictions. To the extent that the laws of any
Taxing Jurisdiction require, the Sole Member will submit an agreement indicating
that the Sole Member will make timely income tax payments to the Taxing
Jurisdiction and that the Sole Member accepts personal jurisdiction of the
Taxing Jurisdiction with regard to the collection of income taxes attributable
to the Sole Member's income, and interest, and penalties assessed on such
income. If the Sole Member fails to provide such agreement, the Company may
withhold and pay over to such Taxing Jurisdiction the amount of tax, penalty and
interest determined under the laws of the Taxing Jurisdiction with respect to
such income. Any such payments with respect to the income of a Sole Member shall
be treated as a distribution for purposes of Article IX of this Agreement.
3. Method of Accounting. The records of the Company shall be maintained
on the same method of accounting as that of the Sole Member.
ARTICLE XI. DISPOSITION OF MEMBERSHIP INTEREST AND
ADMISSION OF ADDITIONAL MEMBERS
1. Disposition. The Sole Member's Membership Interest is transferable
either voluntarily or by operation of law. The Sole Member may Dispose of all or
a portion of the Sole Member's Membership Interest. Upon the transfer of the
Sole Member's Membership Interest, the transferee shall be Admitted as an
Additional Member at the time the transfer is completed.
2. Admission of Additional Members. The Company and the Sole Member
acknowledge that this Agreement governs the relationship between the Company and
the Sole Member only. The Sole Member may Admit Additional Members and determine
the Contributions of such Additional Members. If the Sole Member Admits
Additional Members, or if at any time the Company otherwise has more than one
member, the rights, obligations and duties of all of the members shall be set
forth in an amended and restated operating agreement of the Company executed at
the time of Admission of such Additional Member(s). Such amended and restated
operating agreement shall supersede and replace this Agreement in its entirety.
ARTICLE XII. DISSOLUTION AND WINDING UP
1. Dissolution. The Company shall be dissolved and its affairs wound up
upon the first to occur of the following events:
1.1 upon the will of the Sole Member as evidenced by the Sole
Member taking any and all appropriate action to cause such dissolution
and winding up;
1.2 upon the dissolution of the Sole Member; or
1.3 upon the entry of a decree of judicial dissolution
underss. 14-11-603(a) of the Act.
2. Effect of Dissolution. Upon dissolution, the Company shall cease
carrying on as distinguished from the winding up of the Company business, but
the Company is not terminated, but continues until the winding up of the affairs
of the Company is completed and the appropriate documents have been filed with
the Secretary of State of Georgia.
3. Distribution of Assets on Dissolution. Upon the winding up of the
Company, the Company Property shall be distributed:
3.1 first to creditors, including the Sole Member if it is a
creditor, to the extent permitted by law, in satisfaction of Company
liabilities; and
3.2 second to the Sole Member.
Such distributions shall be in cash or in real or personal property, or
partly in each, as determined by the Sole Member.
4. Winding Up and Certificate of Termination. The winding up of the
Company shall be completed when all debts, liabilities and obligations of the
Company have been paid and discharged or reasonably adequate provision therefor
has been made, and all of the remaining Property and any other assets of the
Company have been distributed to the Sole Member. Upon the completion of winding
up of the Company, the appropriate documentation setting forth the information
required by the Act shall be delivered to the Secretary of State of Georgia for
filing.
ARTICLE XIII. INDEMNIFICATION
1. No Liability of Sole Member, Managers and Officers. Neither the Sole
Member nor any Manager or Officer shall be liable for the obligations of the
Company. The failure of the Company to observe any formalities or requirements
relating to the exercise of its powers or management of its business or affairs
under this Agreement or the Act shall not be grounds for imposing personal
liability on the Sole Member or any Managers or Officers for liabilities of the
Company. The liability of the Sole Member and each Manager and Officer shall be
limited to the extent permitted by the Act and other applicable law.
2. Indemnification. To the fullest extent not prohibited by applicable
law, the Company shall indemnify the Sole Member and each Manager and Officer of
the Company for all costs and expenses (including attorney's fees and
disbursements), losses, liabilities and damages paid or accrued by the Sole
Member or any such Manager or Officer in connection with any act or omission
performed by such Person in good faith on behalf of the Company. To the fullest
extent not prohibited by applicable law, expenses (including attorneys' fees and
disbursements) incurred by the Sole Member or any Manager or Officer in
defending any claim, demand, action, suit or proceeding may, from time to time,
upon approval by the Sole Member or the Board of Managers, be advanced by the
Company prior to the final disposition of such claim, demand, action, suit or
proceeding, subject to recapture by the Company following a later determination
that the Sole Member or such Manager or Officer was not entitled to
indemnification hereunder. Notwithstanding the foregoing, neither the Sole
Member nor any such Manager or Officer shall be indemnified against liability
for any intentional misconduct, any knowing violation of law or any transaction
in which the Sole Member or any such Manager or Officer receives a personal
benefit in violation or breach of the Act or this Agreement.
ARTICLE XIV. AMENDMENT
1. Agreement May Be Modified. This Agreement may be modified as
provided in this Article XIV (as the same may from time to time be amended). No
member shall have any vested rights in this Agreement that may not be modified
through an amendment to this Agreement.
2. Amendment or Modification of Agreement. This Agreement may be
amended or modified from time to time only by a written instrument adopted by
the Sole Member and executed by the Sole Member.
ARTICLE XV. MISCELLANEOUS PROVISIONS
1. Entire Agreement. This Agreement represents the entire agreement
between the Sole Member and the Company.
2. No Rights of Creditors and Third Parties Under Agreement. This
Agreement is entered into between the Company and the Sole Member for the
exclusive benefit of the Company, the Sole Member and their successors and
assignees. This Agreement is expressly not intended for the benefit of any
creditor of the Company or any other Person. Except and only to the extent
provided by applicable statute, no such creditor or third party shall have any
rights under this Agreement or any agreement between the Company and the Sole
Member with respect to any Contribution or otherwise.
3. Governing Law. This Agreement and the rights and obligations of the
respective parties hereunder shall be governed by and interpreted and enforced
in accordance with the laws of the State of Georgia.
4. Binding Effect. This Agreement constitutes the legal, valid and
binding obligation of each party, enforceable against such party in accordance
with its terms, except to the extent that the validity, binding nature or
enforceability of such terms may be limited or otherwise affected by general
principles of equity or bankruptcy, insolvency or similar laws generally
affecting creditors' rights.
5. Severability. If any provision of this Agreement, or the application
thereof to any person or circumstances, shall, for any reason and to any extent,
be invalid or unenforceable, the remainder of this Agreement and the application
of such provision to other persons or circumstances shall not be affected
thereby, but rather shall be enforced to the greatest extent permitted by law;
provided, however, that the above-described invalidity or unenforceability does
not diminish in any material respect the ability of the Sole Member to achieve
the purposes for which this Company was formed.
6. Headings. All headings herein are inserted only for convenience and
ease of reference and are not to be considered in the construction or
interpretation of any provision of this Agreement.
7. Authorization to Transact Business in Other States. The Board of
Managers is authorized, empowered and directed to undertake any and all actions
that may be necessary or appropriate to enable the Company to transact business
in those states in which the Company is required to qualify to transact
business.
8. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, and all of which
together shall be deemed to one and the same instrument.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
executed by their duly authorized representatives to be effective as of the
Effective Date.
"Company"
SOUTHERN COMPANY GAS LLC
By:
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President and Chief Executive Officer
"Sole Member"
THE SOUTHERN COMPANY
By:
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Executive Vice President
operating agreement-southern company gas llc (3).doc
EXHIBIT A
INITIAL MANAGERS
The number of initial Managers shall be six (6) and their names are set forth
below:
▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇ ▇.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
EXHIBIT B
INITIAL OFFICERS
The initial Officers are set forth below:
Name Title
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ President and Chief Executive Officer
C.B. (▇▇▇▇) ▇▇▇▇▇▇▇ ▇▇. Treasurer
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Secretary
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. Assistant Secretary
EXHIBIT C
INITIAL CONTRIBUTION
Sole Member's Initial Capital Contribution [ ]
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