EXHIBIT 3.70
LIMITED LIABILITY COMPANY AGREEMENT
OF
NRG INTERNATIONAL LLC
(A DELAWARE LIMITED LIABILITY COMPANY)
This LIMITED LIABILITY COMPANY AGREEMENT of NRG International LLC,
dated as of November 18, 2002, is hereby adopted, executed and agreed to by its
sole Member (as defined below).
1. FORMATION. NRG International LLC (the "Company") was formed on
November 19, 2002, as a Delaware limited liability company under and pursuant to
the Delaware Limited Liability Company Act, as amended (the "Act").
2. TERM. The Company shall have a perpetual existence.
3. MEMBER. NRG Energy, Inc., a Delaware corporation, is the sole member
of the Company (such member or its successors, the "Member").
4. ALLOCATION OF PROFITS AND LOSSES. The Member shall be allocated 100%
of all profits, losses, gains, deductions and credits with respect to the
operations of the Company.
5. PURPOSES. The purpose of the Company is to carry on any lawful
business, purpose or activity for which a limited liability company may be
formed under the Act. The Company shall have all of the powers to conduct such
business as permitted under the Act.
6. CONTRIBUTIONS. The Member's initial capital contribution is set
forth on Exhibit A. Without creating any rights in favor of any third party, the
Member may, from time to time, make additional contributions of cash or property
to the capital of the Company, but shall have no obligation to do so.
7. 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.
8. 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. The Member may from time to time delegate to one or more persons such
authority as the Member may deem advisable and may elect one or more persons as
president, vice presidents, secretary, assistant secretary, treasurer, assistant
treasurer or any other title of an officer of the Company as determined by the
Member to act on behalf of the Company with respect to any matter or matters
delegated
to such person by the Member. The Member may, at any time, rescind any such
delegation and remove any person from an office to which such person was elected
by the Member. No officer need be a resident of the State of Delaware. Unless
the Member decides otherwise, the Company may have the following officers:
a. PRESIDENT. The President shall have the active, executive
management of the operations of the Company, subject
however to the control of the Member. The President
shall, in general, perform all duties incident to the
office of president and such other duties as from time to
time may be assigned to him or her by the Member.
b. VICE PRESIDENT. Vice Presidents shall have such powers
and perform such duties as the Member may from time to
time prescribe or as the President may from time to time
delegate to him or her. At the request of the President,
one or more Vice Presidents may temporarily act in place
of the President. In case of the death, absence or
inability to act of the President, the Member may
designate one or more Vice Presidents to perform the
duties of the President.
c. TREASURER. The Treasurer shall be the principal financial
officer of the Company; shall have charge and custody of
an be responsible for all funds of the Company and
deposit all such funds in the name of the Company in such
banks, trust companies or other depositories as shall be
selected by the Member; shall receive and give receipts
for moneys due and payable to the Company from any
source; and, in general, shall perform all the duties
incident to the office of treasurer and such other duties
as from time to time may be assigned by the Member or by
the President. The Treasurer shall render to the
President and the Member, whenever the same shall be
required, an account of all transactions accomplished as
treasurer and of the financial condition of the Company.
d. SECRETARY. The Secretary shall keep or cause to be kept
the minutes of any Company meetings; shall see that all
notices are duly given in accordance with the provisions
of applicable law; shall be custodian of the records;
and, in general, shall perform all duties incident to the
office of the secretary and such other duties as may from
time to time be assigned by the Member or by the
President.
e. ASSISTANT SECRETARIES. Assistant Secretaries shall have
such powers and perform such duties as the Member may
from time to time prescribe or as the Secretary may from
time to time delegate to him or her. At the request of
the Member or the Secretary, one or more Assistant
Secretaries may temporarily act in place of the
Secretary. In the case of the death, absence or inability
to act of the Secretary, the Member may designate one or
more Assistant Secretaries to perform the duties of the
Secretary.
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9. TAX MATTERS. The Member intends that the Company be treated as a
"partnership" for tax purposes during all periods during which more than one
person or entity owns an interest in the Company for federal income tax
purposes, and as a disregarded entity for tax purposes during all periods during
which only one person or entity owns an interest in the Company for federal
income tax purposes. The Company and the Member shall comply with all
requirements of the Internal Revenue Code of 1986, as amended, with respect to
the Company.
10. TRANSFERS. The Member may freely transfer all or any part of its
membership interest in the Company at any time, and any such transferee shall
become an additional or substituted Member of the Company, as applicable, with
full rights of a Member as set forth herein and in the Act.
11. DISSOLUTION. The Company shall dissolve and its affairs shall be
wound up at such time, if any, as the Member may elect or as may be required
under the Act. No other event will cause the Company to dissolve.
12. 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 Member has executed this Agreement as of the
date first above written.
NRG ENERGY, INC.
/s/ Scott J. Davido
----------------------------------------------
By: Scott J. Davido
Its: Senior Vice President & General Counsel
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EXHIBIT A
MEMBER: NRG ENERGY, INC.
CAPITAL CONTRIBUTION NUMBER OF UNITS % OWNERSHIP PARENT COMPANIES
- --------------------------------------------------------------------------------
$1,000.00 1,000 100% NRG Energy, Inc.