EXHIBIT 3.2
AGREEMENT OF LIMITED PARTNERSHIP
OF
DORCHESTER MINERALS, L.P.
THIS AGREEMENT OF LIMITED PARTNERSHIP, dated as of December 12, 2001 is
entered into and executed by DORCHESTER MINERALS MANAGEMENT LP, a Delaware
limited partnership, as General Partner, and DORCHESTER MINERALS MANAGEMENT GP
LLC, a limited liability company, as Organizational Limited Partner.
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 LP, a Delaware
limited partnership, in its capacity as the general partner of the Partnership,
and any successor to Dorchester Minerals Management LP, as general partner.
"Limited Partner" means the Organizational Limited Partner and any
other limited partner admitted to the Partnership from time to time.
"Organizational Limited Partner" means Dorchester Minerals Management
GP LLC, a Delaware limited liability company, acting as the organizational
limited partner pursuant to this Agreement.
"Partner" means the General Partner or any Limited Partner.
"Partnership" means Dorchester Minerals, L.P., a Delaware 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.
ARTICLE 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 Delaware 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 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,
L.P."
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 Corporation Trust Center, 1209 Orange Street,
Wilmington, Delaware, 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.
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2.6 Partnership Interests. Effective as of the date hereof, the General
Partner shall have a 1% Percentage Interest and the Limited Partner shall have a
99% Percentage Interest.
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, the Limited Partner contributed to the
Partnership $990 in cash and the General Partner contributed to the Partnership
$10 in cash.
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.
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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 Partner shall not have any
power to control or manage the Partnership.
ARTICLE VII
RIGHTS AND OBLIGATIONS OF LIMITED PARTNER
The Limited Partner shall have no liability under this Agreement except
as provided in Article IV.
ARTICLE VII
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.
ARTICLE 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.
ARTICLE X
GENERAL PROVISIONS
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.
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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 Delaware.
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IN WITNESS WHEREOF, this Agreement has been duly executed by the
General Partner and the Organizational Limited Partner as of the date first
above written.
GENERAL PARTNER:
DORCHESTER MINERALS MANAGEMENT LP
BY: DORCHESTER MINERALS MANAGMENT GP
LLC, its General Partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇, Chief Operating Officer
ORGANIZATIONAL LIMITED PARTNER:
DORCHESTER MINERALS MANAGMENT GP LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇, Chief Operating Officer
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