Exhibit 3.1
AMENDED AND RESTATED
LIMITED LIABILITY COMPANY OPERATING AGREEMENT
OF
UNITED STATES STEEL LLC
____________________________
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT
(this "Agreement") of United States Steel LLC (the "Company") dated as of this
2nd day of July, 2001, by USX HoldCo, Inc., as the sole member of the Company,
to be renamed USX Corporation (the "Member").
WHEREAS, the Member has formed the Company as a limited liability
company under the laws of the State of Delaware and, in connection therewith,
executed a Limited Liability Company Operating Agreement for the Company, dated
as of May 25, 2001 (the "Original Agreement"); and
WHEREAS, the Member desires to amend and restate the Original
Agreement in its entirety, as set forth herein.
NOW, THEREFORE, the Member hereby amends and restates the Original
Agreement in its entirety, as follows:
First: The name of the limited liability company (which is hereinafter
referred to as the "Company") is
UNITED STATES STEEL LLC
Second: Its registered office and place of business in the State of
Delaware is located at 0000 Xxxxxx Xxxx, Xxxx xx Xxxxxxxxxx, Xxxxxx of New
Castle. The registered agent in charge thereof upon whom process against the
Company may be served is Corporation Service Company.
Third: The purposes of the Company are to engage in any lawful act or
activity for which a limited liability company may be formed under the Delaware
Limited Liability Company Act and any successor statute, as amended from time to
time (the "Act"),
and without limiting the foregoing to engage in integrated steel operations and
to develop, mine, produce, manufacture, construct, transport, buy, hold, sell
and generally deal in products, materials, property, both tangible and
intangible, and services of all kinds.
Fourth: The capital structure of the Company shall consist of one class of
common interests (the "Common Interests"). All Common Interests shall be
identical with each other in every respect.
Fifth: The existence of the Company is to be perpetual.
Sixth: The private property of the Member shall not be subject to the
payment of the Company's debts to any extent whatever.
Seventh: Subject to such matters which are expressly reserved hereunder or
under the Act to the Member for decision, the business and affairs of the
Company shall be managed by a board of directors (the "Board"). The number of
directors of the Company shall be fixed from time to time by resolution of the
Board, but the number thereof shall not be less than three. Directors shall be
elected by the Member, to serve in accordance with the terms hereof, until their
respective successors are duly elected and qualified.
In the case of any increase in the number of directors of the Company, the
additional director or directors shall be elected by the Board. In the case of
any vacancy in the Board from death, resignation, disqualification or other
cause, a successor to hold office for the unexpired portion of the term of the
director whose place shall be vacant, and until the election of his successor,
shall be elected by a majority of the Board then in office, though less than a
quorum.
Directors of the Company may be removed only for cause.
Meetings of the Board shall be held at such times as may be fixed by
resolution of the Board on at least two days written notice before the meeting,
or by telegraphing or by telexing or by facsimile transmission of such notice at
least one day before the meeting, to each director; but such notice may be
waived by any director.
A majority of the total number of directors shall constitute a quorum for
the transaction of business; but if at any meeting of the Board there be less
than a quorum present, a majority of those present may adjourn the meeting from
time to time. At any meeting of the Board all matters shall be decided by the
affirmative vote of a majority of directors then present, provided that the
affirmative vote of at least one-third of all the directors then in office shall
be necessary for the passage of any resolution.
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Meetings of the Board may be conducted in person or by conference telephone
facilities and each director shall be entitled to participate in any meeting of
the Board by telephone. Any action required or permitted to be taken at any
meeting of the Board may be taken without a meeting if all directors consent
thereto in writing or electronic transmission. The writing or writings or
electronic transmission or transmissions effectuating such written consent must
be filed with the minutes of proceedings of the Board.
No Director (acting in his capacity as such) shall have any authority to
bind the Company to any third party with respect to any matter except pursuant
to a resolution expressly authorizing such action which resolution is duly
adopted by the Board by the affirmative vote required for such matter pursuant
to this Agreement.
Each Director of the Company who is not a salaried officer or employee of
the Company, or of a subsidiary of the Company, shall receive such allowances
for serving as a director and such fees for attendance at meetings of the Board
or any committee appointed by the Board as the Board may from time to time
determine.
Eighth: The name and address of the Member is as follows:
Name Address
---- -------
USX HoldCo, Inc. 000 Xxxxx Xxxxxx
Xxxxx 0000
Xxxxxxxxxx, XX 00000-0000
Legal title to all property of the Company shall be held and vested and
conveyed in the name of the Company and no real or other property of the Company
shall be deemed to be owned by the Member individually.
Any action required to be taken at any annual or special meeting of the
Member, or any action which may be taken at any annual or special meeting of the
Member or otherwise, may not be taken without a meeting, prior notice and a
vote, and the Member may not act by written consent. Meetings of the Member may
be called at such times as may be fixed by resolution of the Board, on at least
two days written notice before the meeting or by telegraphing or by telexing or
by facsimile transmission of such notice at least one day before the meeting to
the Member; but such notice may be waived by the Member.
Ninth: The Board shall cause to be maintained complete and accurate books
of account of the Company's affairs at the Company's principal place of
business. Such books shall be kept on such method of accounting as the Board
shall select.
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The Board from time to time shall determine whether and to what extent, and
at what times and places, and under what conditions and regulation, the accounts
and books of the Company, or any of them, shall be open to the inspection of the
Member, and the Member shall have no right to inspect any account or book or
document of the Company, except as conferred by law or authorized by the Board,
or by the Member.
Tenth: The Board may from time to time declare such dividends as they
shall deem advisable and proper, and to such restrictions as may be imposed by
law, and pay the same to the Member at such times as they shall fix.
The Board shall have power to issue bonds, debentures, or other
obligations, either non-convertible or convertible into the Company's Common
Interests, upon such terms, in such manner and under such conditions in
conformity with law, as may be fixed by the Board prior to the issue of such
bonds, debentures or other obligations.
Eleventh: No director shall be personally liable to the Company or its
members for monetary damages for any breach of fiduciary duty by such director
as a director, except (i) for breach of the director's duty of loyalty to the
Company or the members, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or knowing violation of law, (iii) pursuant to
Section 174 of the Delaware General Company Law, as if the Company were a
corporation organized pursuant to the Delaware General Corporation Law ("DGCL"),
(iv) for any transaction from which the director derived an improper personal
benefit.
The Company shall indemnify and hold harmless to the fullest extent
permitted by law any person who was or is made or is threatened to be made a
party or is involved in any action, suit, or proceeding whether civil, criminal,
administrative or investigative legal representative, is or was a director,
officer, employee or agent of the Company or is or was serving at the request of
the Company as a director, officer, employee or agent of a corporation,
partnership, limited liability company, joint venture, trust, enterprise or non-
profit entity, including service with respect to employee benefit plans, against
all expenses, liability, and loss reasonably incurred or suffered by such
person. The Company shall indemnify any person seeking indemnity in connection
with a proceeding initiated by such person only if the proceeding was authorized
by the Board.
The Company shall pay the expenses reasonably incurred in defending any
such proceeding in advance of its final disposition provided however the payment
of expenses incurred by a director or officer in his capacity as a director or
officer (except with regard to service to an employee benefit plan or nonprofit
entity) in advance of the final disposition of the proceeding shall be made only
upon the agreement by the director or officer to repay all amounts advanced if
it should be determined that the director or officer is not entitled to be
indemnified under this Article or otherwise, and provided, further, that the
Company shall have no obligation to pay any expenses in advance pursuant to this
Article
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to any person who is or was an employee or agent of the Company (other than a
director or an officer) or is or was serving at the request of the Company as an
employee or agent of another corporation or of a partnership, joint venture,
trust, enterprise or nonprofit entity, with respect to any proceeding by or in
the right of the Company to procure a judgment in its favor.
If a claim under this Article is not paid in full within ninety days after
a written claim has been received by the Company, the claimant may file suit to
recover the unpaid amount of such claim and, if successful in whole or in part,
shall be entitled to be paid in addition the expense of prosecuting such claim.
In any such action the Company shall have the burden of proving that the
claimant was not eligible for indemnification under applicable law.
The rights conferred on any person by this Article shall not be exclusive
of any other right which such person may have or hereafter acquire under any
statute, provision of this Agreement, vote of the Member or disinterested
directors or otherwise.
No amendment to or repeal of this Article Eleventh shall apply to or have
any effect on the liability or alleged liability of any director of the Company
for or with respect to any acts or omissions of such director occurring prior to
such amendment or repeal.
Twelfth: The powers and authorities hereinbefore conferred upon the Board
are in furtherance and not in limitation of those conferred by the laws of the
State of Delaware.
Thirteenth: The Company reserves the right at any time and from time to
time to amend, alter, change or repeal any provisions contained in this
Agreement in the manner now or hereafter prescribed by law, and all rights
preferences and privileges of whatsoever nature conferred upon members,
directors or any other persons whomsoever by and pursuant to this Agreement in
its present form or as hereafter amended are granted subject to the rights
reserved in this Article.
Notwithstanding the foregoing, any amendment to this Agreement or any other
organizational document of the Company, which amendment would, if adopted by a
corporation subject to the DGCL, be required to be included in the certificate
of incorporation of such corporation, shall, pursuant to subsection (g) of
Section 251 of the DGCL, require, in addition to the approval of the members of
the Company, the approval of the stockholders of USX HoldCo, Inc., a Delaware
corporation ("USX HoldCo"), or any successor thereto by merger, by the same vote
as is required by the DGCL and/or this Agreement.
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Fourteenth: Any act or transaction by or involving the Company, other than
the election or removal of directors,
(A) that requires for its adoption under the Act, or this Agreement,
the approval of the members of the Company; or
(B) which, if the Company were a Delaware corporation subject to the
DGCL, would require the approval of the stockholders of the
Company pursuant to the DGCL,
shall, pursuant to subsection (g) of Section 251 of the DGCL, require, in
addition to the approval of the members of the Company, the approval of the
stockholders of USX HoldCo, or any successor thereto by merger, by the same vote
as is required by the DGCL and/or this Agreement.
Fifteenth: The Company may be converted into a corporation organized under
the laws of the State of Delaware upon the authorization of the Board, pursuant
to Section 18-216 of the Act. Neither the approval of the Member nor of the
stockholders of the Member is required for such conversion.
Sixteenth: The Company shall be a disregarded entity for U.S. federal
income tax purposes, and the Member and the Company shall timely make any and
all necessary elections and filings for the Company to be treated as a
disregarded entity for U.S. federal income tax purposes.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, this Amended and Restated Limited Liability Company
Operating Agreement, having been duly adopted, has been executed on the 2nd day
of July, 2001.
USX HOLDCO, INC.
By: /s/ X. X. Xxxxxxx
----------------------------
Name: R. M.. Xxxxxxx
Title: President
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