EXHIBIT 3.9
LIMITED LIABILITY COMPANY AGREEMENT
OF
THE MERIDIAN RESOURCE & EXPLORATION LLC
This Limited Liability Company Agreement (this "Agreement") of The
Meridian Resource & Exploration LLC, is entered into by The Meridian Resource
Corporation, a Texas corporation, to hereby form a Delaware limited liability
company pursuant to and in accordance with the Delaware Limited Liability
Company Act (6 Del.C. Section 18-101, et seq.) (the "Act"), and hereby agree as
follows:
1. Name. The name of the limited liability company formed hereby is The
Meridian Resource & Exploration 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 organized under the Act.
3. Registered Office. The registered office of the Company in the State
of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209
Orange Street, Wilmington, New Castle County, Delaware 19801.
4. Registered Agent. The name and address of the registered agent of
the Company for service of process on the Company in the State of Delaware is
c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street,
Wilmington, New Castle County, Delaware 19801.
5. Principal Office. The principal office of the Company (at which the
books and records of the Company shall be maintained) shall be at 1401 Enclave
Parkway, Suite 300, Houston, Texas 77077.
6. Member. The name and the mailing address of the Member is as
follows:
The Meridian Resource Corporation
1401 Enclave Parkway, Suite 300
Houston, Texas 77077
7. 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.
8. Term. The term of the Company shall commence at the effective time
("Effective Time") of the Certificate of Formation of the Company filed in the
Office of the Secretary of State 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 Company sells or otherwise disposes of its
interest in all or substantially all of its property, or (c) any other event
causing dissolution under the Act.
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9. Capital Contributions. The Member shall make capital contributions
to the Company at such times and in such amounts as determined by the Member.
10. LLC Interests. All members of the Company, and all the members
thereof by the purchase of interests therein, hereby specify, acknowledge and
agree that all interests in the Company are securities governed by Article 8 and
all other provisions of the Uniform Commercial Code as adopted and amended in
the State of New York (the "UCC"), and pursuant to the terms of Section 8-103 of
the UCC, such interests shall be "securities" for all purposes under such
Article 8 and under all other provisions of the UCC. In addition, each member
interest shall be evidenced by a certificate or certificates showing the number
of member interests registered in the name of each member.
11. Management.
(a) Managers. Subject to the provisions of the Act and any
limitations in this Agreement as to action required to be authorized or
approved by the Member, the business and affairs of the Company shall be
managed and all its powers shall be exercised by or under the direction of
a Board of Managers ("Managers" or "Board of Managers"). Without prejudice
to such general powers, but subject to the same limitations, it is hereby
expressly declared that the Board of Managers shall have the following
powers:
(i) To conduct, manage and control the business and affairs
of the Company and to make such rules and regulations therefor not
inconsistent with law or this Agreement, as the Board of Managers
shall deem to be in the best interest of the Company;
(ii) To borrow money and incur indebtedness for the purposes
of the Company and to cause to be executed and delivered therefor,
in the Company's name, promissory notes, bonds, debentures, deeds of
trust, mortgages, pledges, hypothecations or other evidences of
debts and securities therefor;
(iii) To designate an executive and/or other committees, each
consisting of one or more Managers, to serve at the pleasure of the
Board of Managers, and to prescribe the manner in which proceedings
of such committees shall be conducted; and
(iv) To acquire real and personal property, arrange
financing, enter into contracts and complete all other arrangements
needed to effectuate the business of the Company.
(b) Number, Classes and Qualifications of Managers.
(i) The authorized number of Managers which shall constitute
the Board of Managers shall be two. The Member shall designate all
Managers.
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(ii) A Manager must be a natural person who is at least
eighteen (18) years of age.
(iii) The Member shall be entitled to designate any Manager as
chairman of the Board of Managers.
(c) Removal of Managers. Any Manager or the entire Board of
Managers may be removed at any time, with or without cause, by the Member.
(d) Majority Consent. A majority vote or, in the circumstances
referred to in Section 11(l), unanimous written consent of the Board of
Managers shall be required to authorize or approve any actions of the
Board of Managers.
(e) Vacancies; Resignations.
(i) A vacancy shall be deemed to exist in case of the death,
resignation or removal, declaration of bankruptcy under the laws of
any jurisdiction, mental incompetence adjudged by a court of
competent jurisdiction in any state or country (including, without
limitation, any territory, dependency or possession of the United
States of America), or conviction by any court in any state or
country (including, without limitation, any territory, dependency or
possession of the United States of America) of any felony or any
misdemeanor involving moral turpitude of any Manager; or if the
authorized number of Managers be increased.
(ii) Any Manager may resign effective upon giving thirty (30)
days written notice to the Member, unless the notice specifies a
later time for the effectiveness of such resignation.
(iii) The Member shall appoint or elect a successor thereto,
to take office effective upon the departure of the vacating Manager
or at such later time as shall be designated by the Member.
(f) Initial Managers. The initial Managers to hold office from and
after the date of this Agreement until their removal pursuant to this
Agreement or until their respective successors are appointed and qualified
pursuant to this Agreement, are as follows:
Joseph A. Reeves, Jr.
Michael J. Mayell
(g) Compensation of Managers. Managers of the Company shall be
entitled to such compensation as shall be approved by the Member.
(h) Meetings of Managers. Meetings of the Board of Managers for
any purpose or purposes may be called at any time by any Manager. Notice
of the time and place of meetings
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shall be delivered personally or by telephone to each Manager, or sent by
first-class mail, courier service, or by facsimile transmission, charges
prepaid, addressed to such Manager at his or her address as it appears
upon the records of the Company or, if it is not so shown on the records
and is not readily ascertainable, at his or her last known address. In
case such notice is mailed, it shall be deposited in the United States
mail at least seven days prior to the time of the holding of the meeting.
In case such notice is delivered personally or by telephone as above
provided, it shall be so delivered at least forty-eight (48) hours prior
to the time of the holding of the meeting. Any notice given personally or
by telephone may be communicated to either the Managers or to a person at
the office of the Managers whom the person giving the notice has reason to
believe will promptly communicate it to the Managers. Such deposit in the
mail, delivery to a courier service, transmission by electronic means or
delivery, personally or by telephone, as above provided, shall be due,
legal and personal notice to such Managers. The notice need not specify
the purpose of the meeting.
(i) Quorum: Alternates; Participation in Meetings By Conference
Telephone Permitted; Vote Required for Action.
(i) Except as hereinafter provided, presence of one-half or
more of the authorized number of Managers at a meeting of the Board
of Managers constitutes a quorum for the transaction of business.
(ii) Each Manager shall have one vote. Each Manager may, by
written notice given to the chairman of the Board of Managers,
appoint an alternate to attend and vote at meetings, or at any
particular meeting, if the Manager is unable to attend. The presence
of an alternate at any meeting shall be deemed to be presence of the
Manager at such meeting for all purposes, and the vote of such
alternate shall be deemed to be the vote of the relevant Manager. No
Manager may retract the vote of any duly appointed alternate on
behalf of such Manager, or other Manager voting on his or her
behalf, after the close of the meeting at which such vote is made.
In the event that the Manager who appointed an alternate attends a
meeting, the appointment of such alternate shall be ineffective for
such meeting, and the alternate shall have no right to be present or
to participate in that meeting.
(iii) Managers may participate in a meeting through use of
conference telephone or similar communications equipment, so long as
all Managers participating in such meeting can communicate with and
hear one another.
(iv) Every act or decision done or made by a vote required
hereunder shall be regarded as the act of the Board of Managers.
(j) Place of Meetings. Meetings of the Board of Managers shall be
held at any place within or without the State of Delaware that has been
designated from time to time by the Board of Managers. In the absence of
such designation, meetings of the Board of Managers shall be held at the
principal executive office of the Company.
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(k) Waiver of Notice; Consent to Meeting. Notice of a meeting need
not be given to any Manager who signs a waiver of notice or a consent to
holding the meeting or an approval of the minutes thereof, whether before
or after the meeting, or who attends the meeting without protesting, prior
thereto or at its commencement, the lack of notice to such Manager. All
such waivers, consents and approvals shall be filed with the Company's
records and made a part of the minutes of the meeting.
(l) Action by Board of Managers Without a Meeting. Any action
required or permitted to be taken by the Board of Managers may be taken
without a meeting if all the Managers authorized to vote shall
individually or collectively consent in writing to such action. Such
written consent or consents may be in counterparts and transmitted by
facsimile or electronic mail and shall be filed with the minutes of the
proceedings of the Board of Managers. Such actions by written consent
shall have the same force and effect as a vote of the Board of Managers.
12. Officers.
(a) Appointment and Tenure.
(i) The Managers may, from time to time, designate officers
of the Company to carry out the day-to-day business of the Company.
(ii) The officers of the Company shall be comprised of one or
more individuals designated from time to time by the Managers. No
officer need be a resident of the State of Delaware. Each officer
shall hold his offices for such terms and shall have such authority
and exercise such powers and perform such duties as shall be
determined from time to time by the Managers. Any number of offices
may be held by the same individual. The salaries or other
compensation, if any, of the officers and agents of the Company
shall be fixed from time to time by the Managers.
(iii) The officers of the Company may consist of a president,
a secretary and a treasurer. The Managers may also designate one or
more vice presidents, assistant secretaries, and assistant
treasurers. The Managers may designate such other officers and
assistant officers and agents as the Managers shall deem necessary.
(b) Removal. Any officer may be removed as such at any time by the
Managers, either with or without cause, in the discretion of the Managers.
(c) President. The president, if one is designated, shall be the
chief executive officer of the Company, shall have general and active
management of the day-to-day business and affairs of the Company as
authorized from time to time by the Managers and shall be authorized and
directed to implement all orders, resolutions and business plans adopted
by the Managers.
(d) Vice Presidents. The vice presidents, if any are designated,
in the order of their seniority, unless otherwise determined by the
Managers, shall, in the absence or disability of the
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president, perform the duties and have the authority and exercise the
powers of the president. They shall perform such other duties and have
such other authority and powers as the Managers may from time to time
prescribe.
(e) Secretary; Assistant Secretaries. The secretary, if one is
designated, shall perform such duties and have such powers as the Managers
may from time to time prescribe. The assistant secretaries, if any are
designated, in the order of their seniority, unless otherwise determined
by the Managers, shall, in the absence or disability of the secretary,
perform the duties and exercise the powers of the Secretary. They shall
perform such other duties and have such other powers as the Managers may
from time to time prescribe.
(f) Treasurer; Assistant Treasurers. The treasurer, if one is
designated, shall have custody of the Company's funds and securities and
shall keep full and accurate accounts and records of receipts,
disbursements and other transactions in books belonging to the Company,
and shall deposit all moneys and other valuable effects in the name and to
the credit of the Company in such depositories as may be designated from
time to time by the Managers. The treasurer shall disburse the funds of
the Company as may be ordered by the Managers, taking proper vouchers for
such disbursements, and shall render the president and the Managers, when
so directed, an account of all his transactions as treasurer and of the
financial condition of the Company. The treasurer shall perform such other
duties and have such other powers as the Managers may from time to time
prescribe. If required by the Managers, the treasurer shall give the
Company a bond of such type, character and amount as the Managers may
require. The assistant treasurers, if any are designated, in the order of
their seniority, unless otherwise determined by the Managers, shall, in
the absence or disability of the treasurer, perform the duties and
exercise the powers of the treasurer. They shall perform such other duties
and have such other powers as the Managers may from time to time
prescribe.
13. Distributions. The Company shall make cash distributions to the
Member at such times and in such amounts as determined by the Managers.
14. Exculpation. NEITHER THE BOARD OF MANAGERS, THE MEMBER, NOR ANY
OWNER, OFFICER, DIRECTOR OR EMPLOYEE OF THE COMPANY OR THE MEMBER, SHALL BE
LIABLE, RESPONSIBLE OR ACCOUNTABLE IN DAMAGES OR OTHERWISE TO THE COMPANY OR THE
MEMBER FOR ANY ACTION TAKEN OR FAILURE TO ACT (EVEN IF SUCH ACTION OR FAILURE TO
ACT CONSTITUTED THE NEGLIGENCE OF A PERSON) ON BEHALF OF THE COMPANY WITHIN THE
SCOPE OF THE AUTHORITY CONFERRED ON THE PERSON DESCRIBED IN THIS AGREEMENT OR BY
LAW UNLESS SUCH ACT OR OMISSION WAS PERFORMED OR OMITTED FRAUDULENTLY OR
CONSTITUTED GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. TO THE EXTENT THAT, AT LAW
OR IN EQUITY, THE BOARD OF MANAGERS, THE MEMBER, OR ANY OWNER, OFFICER, DIRECTOR
OR EMPLOYEE OF THE COMPANY OR THE MEMBER HAVE DUTIES (INCLUDING FIDUCIARY
DUTIES) AND LIABILITIES RELATING TO THE COMPANY, THE BOARD OF MANAGERS, THE
MEMBER OR ANY OWNER, OFFICER, DIRECTOR OR EMPLOYEE OF THE COMPANY OR THE MEMBER
ACTING UNDER THIS AGREEMENT SHALL NOT BE LIABLE TO THE COMPANY OR THE MEMBER FOR
THEIR RELIANCE ON THE PROVISIONS OF THIS AGREEMENT. THE PROVISIONS OF THIS
AGREEMENT, TO THE EXTENT THAT THEY EXPAND OR RESTRICT THE DUTIES AND LIABILITIES
OF THE BOARD OF MANAGERS, THE MEMBER
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OR ANY OWNER, OFFICER, DIRECTOR OR EMPLOYEE OF THE COMPANY OR THE MEMBER
OTHERWISE EXISTING AT LAW OR IN EQUITY, ARE AGREED BY THE MEMBER TO REPLACE SUCH
OTHER DUTIES AND LIABILITIES OF THE BOARD OF MANAGERS, THE MEMBER OR ANY OWNER,
OFFICER, DIRECTOR OR EMPLOYEE OF THE COMPANY OR THE MEMBER.
15. Indemnification.
(a) TO THE FULLEST EXTENT PERMITTED BY LAW, THE BOARD OF MANAGERS,
THE MEMBER AND THE OFFICERS, DIRECTORS AND EMPLOYEES OF THE COMPANY OR THE
MEMBER OR AN AFFILIATE THEREOF (INDIVIDUALLY, AN "INDEMNITEE") SHALL BE
INDEMNIFIED AND HELD HARMLESS BY THE COMPANY FROM AND AGAINST ANY AND ALL
LOSSES, CLAIMS, DAMAGES, JUDGMENTS, LIABILITIES, OBLIGATIONS, PENALTIES,
SETTLEMENTS AND REASONABLE EXPENSES (INCLUDING LEGAL FEES) ARISING FROM
ANY AND ALL CLAIMS, DEMANDS, ACTIONS, SUITS OR PROCEEDINGS, CIVIL,
CRIMINAL, ADMINISTRATIVE OR INVESTIGATIVE, IN WHICH THE INDEMNITEE MAY BE
INVOLVED, OR THREATENED TO BE INVOLVED, AS A PARTY OR OTHERWISE, BY REASON
OF ITS STATUS AS (x) A MEMBER OF THE BOARD OF MANAGERS, (y) A MEMBER OF
THE COMPANY OR (z) AN OFFICER, DIRECTOR OR EMPLOYEE OF THE COMPANY OR THE
MEMBER OR AN AFFILIATE THEREOF, REGARDLESS OF WHETHER THE INDEMNITEE
CONTINUES TO BE A MEMBER OF THE BOARD OF MANAGERS, A MEMBER OR AN OFFICER,
DIRECTOR OR EMPLOYEE OF THE MEMBER OR AN AFFILIATE THEREOF AT THE TIME ANY
SUCH LIABILITY OR EXPENSE IS PAID OR INCURRED, UNLESS THE ACT OR FAILURE
TO ACT GIVING RISE TO INDEMNITY HEREUNDER WAS PERFORMED OR OMITTED
FRAUDULENTLY OR CONSTITUTED GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
(b) The Company may purchase and maintain insurance on behalf of
the Board of Managers and such other persons as the Board of Managers
shall determine against any liability that may be asserted against or
expense that may be incurred by such person in connection with the
Company's activities, regardless of whether the Company would have the
power to indemnify such person against such liability under the provisions
of this Agreement.
(c) Expenses incurred by any Indemnitee in defending any claim
with respect to which such Indemnitee may be entitled to indemnification
by the Company hereunder (including without limitation reasonable
attorneys' fees and disbursements) shall, to the maximum extent permitted
by law, be advanced by the Company prior to the final disposition of such
claim, upon receipt of a written undertaking by or on behalf of such
Indemnitee to repay the advanced amount of such expenses unless it is
determined ultimately that the Indemnitee is entitled to indemnification
by the Company under Section 15(a).
(d) The indemnification provided in this Section 15 is for the
benefit of the Indemnitees and shall not be deemed to create any right to
indemnification for any other persons.
16. Governing Law. This Agreement shall be governed by, and construed
under, the laws of the State of Delaware, all rights and remedies being governed
by said laws.
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IN WITNESS WHEREOF, the undersigned, intending to be bound hereby, has
duly executed this Limited Liability Company Agreement this 14th day of
December, 2000, to be effective as of the Effective Time.
THE MERIDIAN RESOURCE CORPORATION
/s/ Joseph A. Reeves, Jr.
_________________________________
Joseph A. Reeves, Jr.
Chairman of the Board
and Chief Executive Officer
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