Exhibit 3.3
LIMITED LIABILITY COMPANY AGREEMENT
OF
NBG, L.L.C.
LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") of NBG,
----------
L.L.C. is entered into as of May 30, 2001 by Nexstar Finance Holdings, L.L.C.,
a Delaware limited liability company, as sole member (the "Member").
------
1. Name. The name of the limited liability company
----
governed hereby is NBG, L.L.C. (the "Company").
-------
2. Purpose. The Company does and will exist for the
-------
object and purpose of, and the nature of the business to be conducted
and promoted by the Company is and will be, engaging in any lawful act
or activity for which limited liability companies may be formed under
the Delaware Limited Liability Company Act (6 Del.C. (S) 18-101,
-----
et seq.), as in effect from time to time (the "Act"), and engaging in
-- --- ---
any and all activities necessary or incidental to the foregoing.
3. Members. The name and mailing address of the sole
-------
Member are as follows:
Name Address
---- -------
Nexstar Finance 200 Abington Executive Park,
Holdings, L.L.C. ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
4. Powers. The Member of the Company, shall manage the
------
Company in accordance with this Agreement. The actions of the Member
taken in such capacity and in accordance with this Agreement shall bind
the Company. The Company shall not have any "manager," as that term is
defined in the Act.
(i) The Member shall have full, exclusive and
complete discretion to manage and control the business and
affairs of the Company, to make all decisions affecting the
business, operations and affairs of the Company and to take
all such actions as it deems necessary or appropriate to
accomplish the purpose of the Company as set forth herein.
Subject to the provisions of this Agreement, the Member (and
the officers appointed under clause (ii) below) shall have
general and active management of the day to day business and
operations of the Company. In addition, the Member shall have
such other powers and duties as may be prescribed by this
Agreement. Such duties may be delegated by the Member to
officers, agents or employees of the Company as the Member may
deem appropriate from time to time.
(ii) The Member may, from time to time, designate one
or more persons to be officers of the Company. No officer need
be a member of the Company. Any officers so designated will
have such authority and perform such duties as the Member may,
from time to time, delegate to them. The Member may assign
titles to particular officers, including, without limitation,
chairman, chief executive officer, president, vice president,
chief operating officer, secretary, assistant secretary,
treasurer and assistant treasurer. Each officer will hold
office until his or her successor will be duly designated and
will qualify or until his or her death or until he or she will
resign or will have been removed. Any number of offices may be
held by the same person. The salaries or other compensation,
if any, of the officers and agents of the Company will be
fixed from time to time by the Member or by any officer acting
within his or her authority. Any officer may be removed as
such, either with or without cause, by the Member whenever in
his, her or its judgment the best interests of the Company
will be served thereby. Any vacancy occurring in any office of
the Company may be filled by the Member. The names of the
initial officers of the Company, and their respective titles,
are set forth on the attached Schedule 1. Such officers are
authorized to control the day to day operations and business
of the Company.
5. Tax Elections. The fiscal and taxable year of the
-------------
Company shall be the calendar year.
6. Dissolution. The Company shall dissolve, and its
-----------
affairs shall be wound up upon the first to occur of the following (a)
the written consent of the Member, (b) the death, retirement,
resignation, expulsion, insolvency, bankruptcy or dissolution of the
Member, or (c) the occurrence of any other event which terminates the
continued membership of the Member in the Company.
7. Allocation of Profits and Losses. The Company's
--------------------------------
profits and losses shall be allocated to the Member.
8. Liability of Member. The Member shall not have any
-------------------
liability for the obligations or liabilities of the Company except to
the extent provided in the Act.
9. Governing Law. This Agreement shall be governed by,
-------------
and construed under, the internal laws of the State of Delaware, all
rights and remedies being governed by said laws.
* * * * *
-2-
IN WITNESS WHEREOF, the undersigned, intending to be legally
bound hereby, has duly executed this Limited Liability Company Agreement as of
the date first written above.
NBG, L.L.C.
By: Nexstar Finance Holdings, L.L.C.
Its: Sole Member
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
By: ____________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇, Secretary
Schedule 1
Initial Officers
----------------
▇▇▇▇▇ ▇▇▇▇ President and Chief Executive Officer
▇▇▇▇▇▇▇ ▇▇▇▇▇ Vice President - Finance and Secretary
▇▇▇▇▇ ▇▇▇▇▇▇▇ Vice President and Assistant Secretary
▇▇▇▇▇ ▇▇▇▇▇▇ Vice President and Assistant Secretary
▇▇▇ ▇▇▇▇▇▇▇▇ Vice President and Assistant Secretary
-4-