Exhibit 3.16
AGREEMENT OF LIMITED PARTNERSHIP
OF
DORCHESTER MINERALS ACQUISITION LP
THIS AGREEMENT
OF LIMITED PARTNERSHIP, dated as of September 24, 2004 is
entered into and executed by DORCHESTER MINERALS
ACQUISITION GP, INC., an
Oklahoma corporation, as General Partner,
and DORCHESTER MINERALS, L.P., a
Delaware limited partnership, as Limited
Partner.
I. DEFINITIONS
The following
definitions shall for all purposes, unless otherwise clearly
indicated to the contrary, apply to the
terms used in this Agreement.
"Certificate of
Limited Partnership" means the Certificate of Limited
Partnership filed with the Secretary of
State of the State of Oklahoma as
described in the first sentence of Section
2.5 as amended or restated from time
to time.
"Oklahoma Act"
means the Oklahoma Revised Uniform Limited Partnership Act,
as amended from time to time, and any
successor to such act.
"General
Partner" means Dorchester Minerals Acquisition GP, Inc., an
Oklahoma corporation, in its capacity as
the general partner of the Partnership,
and any successor to Dorchester Minerals
Acquisition GP, Inc., as general
partner.
"Limited
Partner" means
Dorchester Minerals, L.P. and any other limited
partner admitted to the Partnership from
time to time.
"Partner" means
the General Partner or any Limited Partner.
"Partnership"
means Dorchester Minerals Acquisition LP, an Oklahoma limited
partnership.
"Percentage
Interest" means, with respect to any Partner, the percentage of
cash contributed by such Partner to the
Partnership as a percentage of all cash
contributed by all the Partners to the
Partnership.
II. ORGANIZATIONAL MATTERS
2.1 Formation. Subject to the provisions of this
Agreement, the General
Partner and the Limited Partner have formed
the Partnership as a limited
partnership pursuant to the provisions of
the Oklahoma Act. The General Partner
and the Limited Partner hereby enter into
this Agreement to set forth the rights
and obligations of the Partners and certain
matters related thereto. Except as
expressly provided herein to the contrary,
the rights and obligations of the
Partners and the administration,
dissolution, and termination of the Partnership
shall be governed by the Oklahoma Act.
<PAGE>
2.2 Name.
The name of the
Partnership shall be,
and the business of the
Partnership shall be conducted under the
name of, "Dorchester Minerals
Acquisition LP."
2.3 Principal
Office; Registered Office.
(a) The principal office of the Partnership shall be at Raley
Compressor
Station, Intersection of Mile 43 Road and
"K" Road, 2.5 Miles southwest of
Hooker, Oklahoma, Hooker, Oklahoma 73945 or
such other place as the General
Partner may from time to time designate.
The Partnership may maintain offices at
such other places as the General Partner
deems advisable.
(b) The address of the
Partnership's registered office in the State of
Oklahoma shall be at Raley Compressor
Station, Intersection of Mile 43 Road and
"K" Road, 2.5 Miles southwest of Hooker,
Oklahoma, Hooker, Oklahoma 73945, and
the name of the Partnership's registered
agent for service of process at such
address shall be Rodney D. Childress.
2.4 Term. The
Partnership shall continue in existence until an election to
dissolve the Partnership by the General
Partner.
2.5
Organizational Certificate. A Certificate of Limited Partnership of
the
Partnership has been filed by the General
Partner with the Secretary of State of
the State of Oklahoma as required by the
Oklahoma Act. The General Partner shall
cause to be filed such other certificates
or documents as may be required for
the fo
