EXHIBIT 3.8
LIMITED LIABILITY COMPANY AGREEMENT
OF
RIO VISTA OPERATING GP LLC
This Limited Liability Company Agreement (this "Agreement") of Rio
Vista Operating GP LLC, is entered into by Rio Vista Energy Partners L.P., a
Delaware limited partnership (the "Partnership"), pursuant to and in accordance
with the Delaware Limited Liability Company Act (6 Del.C. Section 18-101, et
seq.) (the "Act"), for the regulation and management of the Company.
1. Name. The name of the limited liability company is Rio Vista
Operating GP LLC (the "Company").
2. Purpose. The purpose for which the Company is organized is to
transact any and all lawful business for which limited liability companies may
be formed under the Act and which is not forbidden by the law of the
jurisdiction in which the Company engages in that business.
3. Registered Office; Registered Agent. The registered office and
registered agent of the Company in the State of Delaware shall be as specified
in the Certificate of Formation (the "Certificate of Formation") filed with the
Secretary of State of the State of Delaware.
4. Principal Office. The principal office of the Company (at
which the books and records of the Company shall be maintained) shall be at such
place as the Member may designate, which need not be in the State of Delaware.
The Company may have such other offices as the Member may designate.
5. Member.
(a) The term "Member" as used in this Agreement means the
Partnership, in its capacity as a member (as defined in the Act) of the
Company, and any person hereafter admitted to the Company as a member,
but such term does not include any person who has ceased to be a member
of the Company. The name and the mailing address of the initial Member
is as follows:
Rio Vista Energy Partners L.P.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
(b) The Member shall not cease to be a member of the
Company upon the occurrence of any event described in Section 18-304 of
the Act.
6. Powers. The Company shall have the power and authority to take
any and all actions necessary, appropriate, proper, advisable, convenient or
incidental to or for the furtherance of the purposes set forth in Section 2,
including any and all powers set forth in the Act.
7. Term. The term of the Company commenced on the date of the
filing of the Certificate of Formation in the Office of the Secretary of the
State of Delaware and shall be perpetual, unless it is dissolved sooner as a
result of: (a) the written election of the Member, (b) the entry of a decree of
judicial dissolution under Section 18-802 of the Act, or (c) the occurrence of
an event that causes there to be no members of the Company, unless the Company
is continued in accordance with the Act. No other event shall cause a
dissolution of the Company.
8. Capital Contributions. The Member has made an initial
contribution to the capital of the Company in the amount of $1,000.00. The
Member shall make capital contributions to the Company at such times and in such
amounts as determined by the Member in its sole discretion. All capital
contributions made by the Member to the Company shall be credited to the
Member's account.
9. 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.
10. 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.
11. Powers of Execution.
(a) Checks and Notes. All checks and other demands for
money and notes and any other instrument for the payment of money shall
be signed on behalf of the Company by the Member or by such other
person or persons as the Member may from time to time designate. The
signature of the Member or any such other person may be a facsimile if
so authorized by the Member.
(b) Contracts and Deeds. All contracts, deeds and
instruments shall be signed on behalf of the Company by the Member or
by such other person or persons as the Member may from time to time
designate.
(c) Interests in Other Entities. All shares of stock,
partnership interests, limited liability company interests or other
interests owned by the Company in other entities shall be voted or
represented, as the case may be, on behalf of the Company by the Member
or such other person or persons as shall be designated by the Member.
12. Mergers and Exchanges. Subject to the requirements of the Act,
the Company may be a party to a merger, consolidation, share or interest
exchange or other transaction authorized by the Act.
13. Amendments to this Agreement. The power to alter, amend,
restate, or repeal this Agreement or to adopt a new limited liability company
agreement is vested in the Member. This Agreement may be amended, modified,
supplemented or restated in any manner permitted by applicable law and approved
by the Member.
14. Authorized Person. The execution by ▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as an
"authorized person" within the meaning of the Act, of the Certificate of
Formation and the filing of the Certificate of Formation with the Secretary of
State of the State of Delaware are hereby ratified, confirmed and approved. Upon
the filing of the Certificate of Formation with the Secretary of State of the
State of Delaware, ▇▇▇ ▇. ▇▇▇▇▇▇▇▇'▇ powers as an "authorized person" ceased,
and the Member and any person designated by the Member shall be an "authorized
person" of the Company within the meaning of the Act.
15. 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).
IN WITNESS WHEREOF, the undersigned, being the sole member of the
Company, has caused this Limited Liability Company Agreement to be duly executed
as of the date first written above.
RIO VISTA ENERGY PARTNERS L.P.,
as Sole Member
By: RIO VISTA GP LLC
its General Partner
By: _____________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇, Jr., President