Exhibit 3.16
AGREEMENT OF LIMITED PARTNERSHIP
OF
DORCHESTER MINERALS ACQUISITION LP
THIS AGREEMENT OF LIMITED PARTNERSHIP, dated as of September 24, 2004 is
entered into and executed by DORCHESTER MINERALS ACQUISITION GP, INC., an
Oklahoma corporation, as General Partner, and DORCHESTER MINERALS, L.P., a
Delaware limited partnership, as Limited Partner.
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 Oklahoma as
described in the first sentence of Section 2.5 as amended or restated from time
to time.
"Oklahoma Act" means the Oklahoma Revised Uniform Limited Partnership Act,
as amended from time to time, and any successor to such act.
"General Partner" means Dorchester Minerals Acquisition GP, Inc., an
Oklahoma corporation, in its capacity as the general partner of the Partnership,
and any successor to Dorchester Minerals Acquisition GP, Inc., as general
partner.
"Limited Partner" means Dorchester Minerals, L.P. 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 Acquisition LP, an Oklahoma limited
partnership.
"Percentage Interest" means, with respect to any Partner, the percentage of
cash contributed by such Partner to the Partnership as a percentage of all cash
contributed by all the Partners to the Partnership.
II. ORGANIZATIONAL MATTERS
2.1 Formation. Subject to the provisions of this Agreement, the General
Partner and the Limited Partner have formed the Partnership as a limited
partnership pursuant to the provisions of the Oklahoma Act. The General Partner
and the Limited Partner 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 Oklahoma 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
Acquisition LP."
2.3 Principal Office; Registered Office.
(a) The principal office of the Partnership shall be at ▇▇▇▇▇ Compressor
Station, Intersection of ▇▇▇▇ ▇▇ ▇▇▇▇ and "K" Road, 2.5 Miles southwest of
Hooker, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ 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
Oklahoma shall be at ▇▇▇▇▇ Compressor Station, Intersection of ▇▇▇▇ ▇▇ ▇▇▇▇ and
"K" Road, 2.5 Miles southwest of Hooker, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and
the name of the Partnership's registered agent for service of process at such
address shall be ▇▇▇▇▇▇ ▇. Childress.
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 Oklahoma as required by the Oklahoma 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 Oklahoma 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 Oklahoma 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 Partner shall have
a 99.9% Percentage Interest.
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
Oklahoma Act.
IV. CAPITAL CONTRIBUTIONS
At or around the date hereof, the Limited Partner contributed to the
Partnership $990 in cash and the General Partner contributed to the Partnership
$10 in cash.
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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.
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 Partner shall not have any
power to control or manage the Partnership.
VII. RIGHTS AND OBLIGATIONS OF LIMITED PARTNER
The Limited Partner shall have no liability under this Agreement except as
provided in Article IV.
VIII. DISSOLUTION AND LIQUIDATION
The Partnership shall be dissolved as provided in Section 2.4 and its
affairs shall be wound up as provided by applicable law.
IX. AMENDMENT OF PARTNERSHIP AGREEMENT
The General Partner may amend any provision of this Agreement without the
consent of the Limited Partner and may execute, swear to, acknowledge, deliver,
file, and record whatever documents may be required in connection therewith.
X. GENERAL PROVISIONS
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10.1 Addresses and Notices. Any notice to the Partnership, the General
Partner, or the Limited Partner 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.
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 Oklahoma.
[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 Partner as of the date first above written.
GENERAL PARTNER:
DORCHESTER MINERALS ACQUISITION GP, INC.
BY:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, President
LIMITED PARTNER:
DORCHESTER MINERALS, L.P.
BY: Dorchester Minerals Management LP
its general partner
By: Dorchester Minerals Management GP LLC
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇
Chief Operating Officer
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