EXHIBIT 3.54
LIMITED LIABILITY COMPANY AGREEMENT
OF
NRG CALIFORNIA PEAKER OPERATIONS LLC
(A DELAWARE LIMITED LIABILITY COMPANY)
This LIMITED LIABILITY COMPANY AGREEMENT of NRG California Peaker
Operations LLC, dated as of May 20, 2003, is hereby adopted, executed and agreed
to by its sole Member (as defined below).
1. FORMATION. NRG California Peaker Operations LLC (the
"Company") was formed on May 20, 2003, as a Delaware limited liability company
under and pursuant to the Delaware Limited Liability Company Act, as amended
(the "Act").
2. TERM. The Company shall have a perpetual existence.
3. MEMBER. NRG Operating Services, Inc. a Delaware corporation,
is the sole member of the Company (such member or its successors, the "Member").
4. ALLOCATION OF PROFITS AND LOSSES. The Member shall be
allocated 100% of all profits, losses, gains, deductions and credits with
respect to the operations of the Company.
5. PURPOSES. The purpose of the Company is to carry on any lawful
business, purpose or activity for which a limited liability company may be
formed under the Act. The Company shall have all of the powers to conduct such
business as permitted under the Act.
6. CONTRIBUTIONS. The Member's initial capital contribution is
set forth on Exhibit A. Without creating any rights in favor of any third party,
the Member may, from time to time, make additional contributions of cash or
property to the capital of the Company, but shall have no obligation to do so.
7. DISTRIBUTIONS. The Member shall be entitled (a) to receive all
distributions (including, without limitation, liquidating distributions) made by
the Company and (b) to enjoy all other rights, benefits and interests in the
Company.
8. MANAGEMENT. The management of the Company is fully reserved to
the Member, and the Company shall not have "managers" as that term is used in
the Act. The powers of the Company shall be exercised by or under the authority
of, and the business and affairs of the Company shall be managed under the
direction of, the Member, who shall make all decisions and take all actions for
the Company. The Member may from time to time delegate to one or more persons
such authority as the Member may deem advisable and may elect one or more
persons as president, vice presidents, secretary, assistant secretary,
treasurer, assistant treasurer or any other title of an officer of the Company
as determined by the Member to act on behalf of the Company with respect to any
matter or matters delegated
to such person by the Member. The Member may, at any time, rescind any such
delegation and remove any person from an office to which such person was elected
by the Member. No officer need be a resident of the State of Delaware. Unless
the Member decides otherwise, the Company may have the following officers:
a. PRESIDENT. The President shall have the active,
executive management of the operations of the
Company, subject however to the control of the
Member. The President shall, in general, perform all
duties incident to the office of president and such
other duties as from time to time may be assigned to
him or her by the Member.
b. VICE PRESIDENT. Vice Presidents shall have such
powers and perform such duties as the Member may from
time to time prescribe or as the President may from
time to time delegate to him or her. At the request
of the President, one or more Vice Presidents may
temporarily act in place of the President. In case of
the death, absence or inability to act of the
President, the Member may designate one or more Vice
Presidents to perform the duties of the President.
c. TREASURER. The Treasurer shall be the principal
financial officer of the Company; shall have charge
and custody of an be responsible for all funds of the
Company and deposit all such funds in the name of the
Company in such banks, trust companies or other
depositories as shall be selected by the Member;
shall receive and give receipts for moneys due and
payable to the Company from any source; and, in
general, shall perform all the duties incident to the
office of treasurer and such other duties as from
time to time may be assigned by the Member or by the
President. The Treasurer shall render to the
President and the Member, whenever the same shall be
required, an account of all transactions accomplished
as treasurer and of the financial condition of the
Company.
d. SECRETARY. The Secretary shall keep or cause to be
kept the minutes of any Company meetings; shall see
that all notices are duly given in accordance with
the provisions of applicable law; shall be custodian
of the records; and, in general, shall perform all
duties incident to the office of the secretary and
such other duties as may from time to time be
assigned by the Member or by the President.
e. ASSISTANT SECRETARIES. Assistant Secretaries shall
have such powers and perform such duties as the
Member may from time to time prescribe or as the
Secretary may from time to time delegate to him or
her. At the request of the Member or the Secretary,
one or more Assistant Secretaries may temporarily act
in place of the Secretary. In the case of the death,
absence or inability to act of the Secretary, the
Member may designate one or more Assistant
Secretaries to perform the duties of the Secretary.
9. TAX MATTERS. The Member intends that the Company be treated as
a "partnership" for tax purposes during all periods during which more than one
person or entity owns an interest in the Company for federal income tax
purposes, and as a disregarded entity for tax purposes during all periods during
which only one person or entity owns an interest in the Company for federal
income tax purposes. The Company and the Member shall comply with all
requirements of the Internal Revenue Code of 1986, as amended, with respect to
the Company.
10. TRANSFERS. The Member may freely transfer all or any part of
its membership interest in the Company at any time, and any such transferee
shall become an additional or substituted Member of the Company, as applicable,
with full rights of a Member as set forth herein and in the Act.
11. DISSOLUTION. The Company shall dissolve and its affairs shall
be wound up at such time, if any, as the Member may elect or as may be required
under the Act. No other event will cause the Company to dissolve.
12. GOVERNING LAW. THIS AGREEMENT IS GOVERNED BY AND SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE (EXCLUDING ITS
CONFLICT OF LAWS RULES).
13. INDEMNIFICATION. The Company shall indemnify to the fullest
extent permitted by the Delaware Limited Liability Company Act any person who is
made, or threatened to be made, a party to an action, suit or proceeding,
whether civil, criminal, administrative, investigative, or otherwise (including
an action, suit or proceeding by or in the right of the Company) by reason of
the fact that the person is or was a director, officer or employee of the
Company or a fiduciary within the meaning of the Employee Retirement Income
Security Act of 1974 with respect to any employee benefit plan of the Company,
or serves or served at the request of the Company as a director, or officer, or
as a fiduciary of an employee benefit plan, of another limited liability
company, corporation, partnership, joint venture, trust or other enterprise. The
officers and directors of the Company are entitled to indemnification from the
Company, and shall be indemnified by the Company, to the full extent permitted
by Delaware Limited Liability Company Act for any action, claim or loss arising
out of such person's good faith acts on behalf of the Company or in furtherance
of the business or purposes of the Company. The right to and amount of
indemnification shall be determined in accordance with the provisions of the
Delaware Limited Liability Company Act in effect at the time of the
determination. The personal liability of a director to the Company or its
members for monetary damages for breach of fiduciary duty is hereby eliminated
to the fullest extent permitted by the Delaware Limited Liability Company Act.
IN WITNESS WHEREOF, the Member has executed this Agreement as of the
date first above written.
NRG OPERATING SERVICES, INC.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Its: Vice President
EXHIBIT A
MEMBER: NRG OPERATING SERVICES, INC.
CAPITAL CONTRIBUTION NUMBER OF UNITS % OWNERSHIP PARENT COMPANIES
-------------------- --------------- ----------- ----------------
$1,000.00 1,000 100% NRG Energy, Inc.