Limited Liability Company Agreement of Mid-Con Energy GP, LLC
Exhibit 3.5
This Limited Liability Company Agreement (this “Agreement”) of Mid-Con Energy GP, LLC
is adopted, executed, and agreed to by the sole Member (as defined below), as of July 27, 2011.
1. Formation. Mid-Con Energy GP, LLC (the “Company”) is a limited liability company
organized under the provisions of the Delaware Limited Liability Company Act, as amended from time
to time (the “Act”). The Company’s Certificate of Formation (the “Certificate”)
was filed on July 27, 2011 with the Secretary of State of the State of Delaware.
2. Name. The name of the Company is, and the business of the Company shall be conducted under
the name of, “Mid-Con Energy GP, LLC”.
3. Term. The Company commenced its existence on the effective date of the filing of the
Certificate. The Company shall continue until terminated pursuant to Section 12.
4. Office. The registered office of the Company required by the Act to be maintained in the
State of Delaware shall be the office of the initial registered agent named in the Certificate or
such other place as the Member may designate in the manner provided by law. The registered agent
for service of process at such address shall be the initial registered agent named in the
Certificate or such other person as the Member may designate in the manner provided by law.
5. Purposes and Permitted Activities. The purposes of the Company are to carry on any lawful
business, purpose, or activity for which limited liability companies may be formed under the Act.
6. Sole Member. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ shall be the sole initial member of the Company (the
“Member”).
7. Contributions. The Member has made, or will make, an initial contribution to the capital
of the Company in the amount of $1,000.00. 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.
8. 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.
9. Management. (a) 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, a Board of Directors (the
“Board”) to be comprised of such number of managers (“Directors”) as shall be
determined by the Member. The Board shall possess all rights and powers which are possessed
by managers under the Act and otherwise by law, pursuant to Section 18-402 of the Act, subject to
the provisions of this Agreement. The Board may exercise all such powers of the Company and do all
such lawful acts and things as are not directed or required to be exercised or done by the Member
by the Act, the Certificate or this Agreement. The number of Directors shall initially be seven;
but the number of Directors may be changed by the Member. The initial Directors of the Company
shall be ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, S. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇, III. Directors need not be residents of the State of
Delaware or Members of the Company. The Board, in its discretion, may elect an executive or
non-executive chairman of the Board who shall preside at any meetings of the Board.
(b) The Board may, from time to time, appoint one or more persons to be officers or authorized
representatives of the Company (each, a “Representative”) on such terms and conditions as
the Board may determine. Any Representative so designated shall have such title and authority and
perform such duties as the Board may, from time to time, designate or as are normally associated
with such office.
(c) Except as otherwise agreed by unanimous written consent, (i) all decisions and actions of
the Board shall require approval of a majority of the Directors present at a meeting of the Board
at which a quorum (defined as a majority of the full Board) is present and (ii) no Director shall
have any unilateral right or authority to take any action on behalf of the Company to bind or
commit the Company except in such Director’s capacity as an authorized officer of the Company while
acting in accordance with such authorization.
10. Indemnification.
(a) No Director shall be liable to the Company for any act or omission based upon errors of
judgment or other fault in connection with the business or affairs of the Company if such
Director’s conduct shall not have constituted gross negligence or willful misconduct.
(b) To the fullest extent permitted by law, each Director, Member and Representative (each
individually a “Covered Person” and collectively, the “Covered Persons”) shall be
indemnified and held harmless by the Company from and against any and all losses, claims, damages,
settlements and other amounts (collectively, “Losses”) arising from any and all claims
(including attorneys’ fees and expenses, as such fees and expenses are incurred), demands, actions,
suits or proceedings (civil, criminal, administrative or investigative), in which such Covered
Person may be involved, as a party or otherwise, by reason of the management of the affairs of the
Company, whether or not such Covered Person continued to be a Covered Person or involved in
management of the affairs of the Company at the time any such liability or expense is paid or
incurred; provided that the Covered Person shall not be entitled to the foregoing indemnification
if a court of competent jurisdiction shall have determined that such Losses resulted primarily from
the gross negligence or willful misconduct of the Covered Person. The termination of a proceeding
by judgment, order, settlement or conviction under a plea of nolo contendere, or its equivalent,
shall not, of itself, create any presumption that such Losses resulted primarily from the gross
negligence or willful misconduct of the Covered Person or that the conduct giving rise to such
liability was not in the best interest of the Company. The Company shall also indemnify the
Covered Person if the Covered Person is or was a party or is
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threatened to be made a party to any threatened, pending or completed action by or in the right of
the Company to procure a judgment in its favor by reason of the fact that the Covered Person is or
was an agent of the Company, or any affiliate of the Company and was acting at the request of the
Company, against any Losses incurred by the Covered Person in connection with the defense or
settlement of such action; provided that the Covered Person shall not be entitled to the foregoing
indemnification if a court of competent jurisdiction shall have determined that any such Losses
resulted from the gross negligence or willful misconduct of the Covered Person. The Company may
advance the Covered Person any expenses (including, without limitation, attorneys’ fees and
expenses) incurred as a result of any demand, action, suit or proceeding referred to in this
paragraph (b) provided that (i) the legal action relates to the performance of duties or services
by the Covered Person on behalf of the Company or any affiliate of the Company at the request of
the Company; and (ii) the Covered Person provides a written undertaking to repay to the Company the
amounts of such advances in the event that the Covered Person is determined to be not entitled to
indemnification hereunder.
(c) The indemnification provided pursuant to this Section 10 shall not be deemed to be
exclusive of any other rights to which the Covered Persons may be entitled under any agreement, as
a matter of law, in equity or otherwise, and shall inure to the benefit of the successors, assigns
and administrators of the Covered Persons.
(d) Any indemnification pursuant to this Section 10 shall be payable only from the assets of
the Company.
11. Limitation of Liability. The Member shall not be personally liable for any debts,
liabilities or obligations of the Company, except for (i) such Member’s liability to make the
capital contributions required in this Agreement, and (ii) the amount of any distributions made to
such Member that must be returned to the Company pursuant to the terms hereof or the Act. No
Director or Representative, by reason of his or her acting as such, shall be obligated personally
for any debts, obligations or liabilities of the Company.
12. Dissolution. The Company shall dissolve and its affairs shall be wound up at such time, if
any, as the Member may elect. Except as otherwise permitted by the mandatory provisions of the
Act, no other event (including, without limitation, an event described in Section 18-801(a)(4) or
(5) of the Act) will cause the Company to dissolve.
13. 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).
14 Subject to All Laws. The provisions of this Agreement shall be subject to all valid and
applicable laws, including, without limitation, the Act, as now or hereafter amended, and in the
event that any of the provisions of this Agreement are found to be inconsistent with or contrary to
any such valid laws, the latter shall be deemed to control and this Agreement shall be deemed
modified accordingly, and, as so modified, to continue in full force and effect.
15 Amendment. This Agreement shall not be amended or modified except by an instrument in
writing signed by or on behalf of the Member.
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[Signature Page Follows]
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IN WITNESS WHEREOF, the Member has executed this Agreement effective as of the date first
above written.
| MEMBER: |
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| By | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |||
| ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | ||||