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EX. 3.30 LIMITED PARTNERSHIP AGREEMENT OF KHH TEXAS TRADING COMPANY L.P.

Limited Partnership Agreement

EX. 3.30 LIMITED PARTNERSHIP AGREEMENT
OF
KHH TEXAS TRADING COMPANY L.P. | Document Parties: KIMBALL HILL HOMES HOUSTON INVESTMENTS, L.L.C. | Kimball Hill Homes Dallas Operations, L.L.C | KHH TEXAS TRADING COMPANY L.P. You are currently viewing:
This Limited Partnership Agreement involves

KIMBALL HILL HOMES HOUSTON INVESTMENTS, L.L.C. | Kimball Hill Homes Dallas Operations, L.L.C | KHH TEXAS TRADING COMPANY L.P.

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Title: EX. 3.30 LIMITED PARTNERSHIP AGREEMENT OF KHH TEXAS TRADING COMPANY L.P.
Governing Law: Texas     Date: 4/13/2006

EX. 3.30 LIMITED PARTNERSHIP AGREEMENT
OF
KHH TEXAS TRADING COMPANY L.P., Parties: kimball hill homes houston investments  l.l.c. , kimball hill homes dallas operations  l.l.c , khh texas trading company l.p.
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Exhibit 3.30

 

LIMITED PARTNERSHIP AGREEMENT
OF
KHH TEXAS TRADING COMPANY L.P.

 

This Limited Partnership Agreement dated as of September 16, 2002, is entered into between Kimball Hill Homes Dallas Operations, L.L.C., a Texas limited liability company, as the General Partner, and Kimball Hill Homes Dallas Investments, L.L.C., an Illinois limited liability company, as the Limited Partner.

 

ARTICLE I
FORMATION

 

1.1       The parties hereby form a limited partnership (the “Partnership”) pursuant to the Texas Revised Limited Partnership Act (the “TRLPA”).

 

1.2       Promptly after execution of this Agreement, the parties shall execute and file a Certificate of Limited Partnership with the Secretary of State of Texas. Thereafter the parties shall execute and file such original or amended certificates evidencing the formation and operation of the Partnership whenever the same may be required under the laws of the State of Texas or any other state where the Partnership may do business.

 

1.3       The purposes of the Partnership shall be:

 

(a)       To engage in the sale, marketing and distribution of goods and personal property of all kinds and natures, including without limitation construction and building materials;

 

(b)       To engage in any lawful business or activity for which limited partnerships may be formed under the TRLPA as may be determined from time to time by the General Partner in its sole discretion; and

 

(c)       To engage in such other activities as may be necessary, advisable or convenient to the promotion or conduct of the business of the Partnership, as may be determined by the General Partner in its sole discretion.

 

ARTICLE II
NAME AND PLACE OF BUSINESS

 

2.1       The name of the Partnership shall be KHH TEXAS TRADING COMPANY L.P. (the “Partnership Name”). The Partnership may conduct business under the Partnership Name or any other name which the General Partner may select from time to time, with or without notice to the Limited Partner.

 

2.2       The principal place of business of the Partnership defined in the TRLPA shall be located at 1422 West Main Street, Suite 206, Lewisville, Texas 75067. The registered agent of the Partnership shall be CT Corporation System and the registered office of the Partnership shall be located at 350 North St. Paul Street, Dallas, Texas 75201. The General Partner from time to time may change the principal office, the registered agent and the registered office of the Partnership and may establish

 



 

and designate any additional places of business and registered offices as may be selected by the General Partner.

 

2.3       The name and address of the General Partner of the Partnership is set forth in the attached Exhibit A, which is incorporated by this reference herein. There are no other general partners of the Partnership and no other person or entity has any right to take part in the active management of the business affairs of the Partnership, except as otherwise provided in this Agreement.

 

2.4       The name and address of the Limited Partner of the Partnership is set forth in the attached Exhibit A, which is incorporated by this reference herein. There are no other limited partners of the Partnership.

 

ARTICLE III
PARTNERSHIP TERM

 

3.1       The Partnership shall commence as of the date of the filing of the Certificate of Limited Partnership, and the Partnership shall continue in existence for a period of fifty years, unless earlier terminated, liquidated or dissolved in accordance with this Agreement or by operation of law.

 

ARTICLE IV
PARTNER INTERESTS

 

4.1       The General Partner shall own and hold one percent (1%) of the entire interest in and to the Partnership.

 

4.2       The Limited Partner shall own and hold ninety-nine percent (99%) of the entire interest in and to the Partnership.

 

ARTICLE V
CAPITAL CONTRIBUTIONS

 

5.1       The General Partner has contributed the sum of $99,000.00 to the capital of the Partnership.

 

5.2       The Limited Partner has contributed the sum of $1,000.00 to the capital of the Partnership.

 

5.3       Contributions to the capital of the Partnership will not bear or accrue interest in favor of the contributing Partner.

 

5.4       The Limited Partner shall not be required to make any additional capital contributions.

 

ARTICLE VI
ALLOCATION OF NET PROFITS AND NET LOSSES
AND DISTRIBUTION OF NET PROFITS

 

6.1       The General Partner shall allocate net profits and net losses annually. Interest shall not be paid to Partners on contributions of capital to the Partnership. The amount of net profits and net losses of the Partnership to be allocated to and charged against each Partner for each taxable year of the Partnership shall be determined by the percentage such Partner owns in the Partnership.

 

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6.2       The terms “net profits” and “net losses” shall mean income or gain of any kind actually received or deemed to be received by the Partnership less deductions (exclusive of non-cash deductions, including but not limited to depreciation), expenditures, or charges actually incurred or deemed to be incurred by the Partnership, including reserves and allocations for reserves, all as determined by the General Partner in its sole discretion.

 

6.3       Cash, when available, may be distributed by the General Partner to all partners in the same ratio as profits and losses are shared. Cash distributions from the Partnership may be made by the General Partner to all Partners without regard to the profits or losses of the Partnership from operations; provided that no cash distributions shall be made which will impair the ability of the Partnership to pay its debts as they mature. The General Partner shall determine, in its sole discretion, when, if ever, cash distributions shall be made to the Partners pursuant to the provisions of this Agreement. There shall be no obligation to return to the General Partner or the Limited Partner, or to any one of them, any part of their capital contributed to the Partnership, for so long as the Partnership continues in existence. No General or Limited Partner shall be entitled to any priority or preference over any other partner as to cash distributions.

 

ARTICLE VII
PARTNERSHIP PROPERTY AND FISCAL MATTERS

 

7.1       All real and personal property shall be owned by the Partnership. A Partner shall have no interest in specific property of the Partnership. Each Partner hereby expressly waives the right to require partition of any Partnership property or any part thereof.

 

7.2       The Partnership’s books and records and all required income tax returns shall be kept and made on the calendar year basis. The General Partner shall determine whether the cash or accrual method of accounting is to be used in keeping the Partnership records.

 

7.3       The General Partner shall keep and make available to all Partners, upon reasonable notice, during normal business hours, true and correct books of account and all other Partnership records. The General Partner shall furnish all Partners with a year-end balance sheet for the Partnership and such information as is reasonably necessary for them to complete their federal and state income tax forms, including statements of the net distributable income or loss to each partner from the operation of the Partnership. All of the above duties and services shall be deemed an expense of the Partnership.

 

7.4       The General Partner shall receive all monies of the Partnership and shall deposit them in one or more Partnership accounts at a bank or other financial institution of the General Partner’s choosing. All expenditures for Partnership business shall be made by checks drawn against these Partnership accounts.

 

ARTICLE VIII
MANAGEMENT OF THE PARTNERSHIP

 

8.1       The General Partner shall have sole and exclusive control of the Partnership and its business and affairs. Subject to the limitations in this Agreement, the General Partner shall have the

 

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authority to take any action it deems to be necessary or appropriate in connection with the business and affairs of the Partnership, including without limitation the power and authority to:

 

(a)       Acquire, own, hold, dispose, convey, exchange, lease, convert, grant an option, assign, improve, build, manage, operate, and control real or personal property upon such terms and conditions as the General Partner from time to time may determine in its sole discretion;

 

(b)       Finance the Partnership’s activities by borrowing money on behalf of the Partnership from any person, firm or entity for any Partnership purpose on such terms and conditions as the General Partner deems appropriate, and obligate the Partnership to repay the borrowed money, and pledge, mortgage, encumber, hypothecate and grant security interests in Partnership properties to secure its payment;

 

(c)       Carry, at the expense of the Partnership, insurance of the kinds and in the amounts that the General Partner deems advisable or make other arrangements for payment of losses or liabilities to protect the Partnership, the Partners, Management Committee Members, and the officers, employees, agents and representatives of the Partnership;

 

(d)       Employ or contract with any individual, attorney, investment adviser, accountant, broker, tax specialist, manager, salesman or any other agent, and pay reasonable compensation for all services performed by any of them as a Partnership expense;

 

(e)       Employ any individual or entity on behalf of the Partnership and at the Partnership’s expense to assist the General Partner in performing its duties;

 

(f)        Employ any individual or entity on behalf of the Partnership and at the Partnership’s expense in connection with the performance of the business of the Partnership;

 

(g)       Delegate any or all of its duties hereunder and contract with any person or entity that the General Partner, in its sole discretion, deems necessary or desirable for the transaction of the business of the Partnership;

 

(h)       Compromise, participate in mediation, submit to arbitration, release with or without consideration, extend time for payment, or otherwise adjust any claims in favor of or against the Partnership;

 

(i)        Commence or defend any litigation with respect to the Partnership or any Partnership property, at the expense of the Partnership;

 

(j)        Pay or reimburse any and all actual fees, costs and expenses incurred in the formation, organization and operation of the Partnership;

 

(k)       Abandon any Partnership asset that the General Partner deems advisable;

 

(1)       Do all acts, take part in any proceedings, and exercise all rights and privileges as could an absolute owner of Partnership property; and

 

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(m)      Take any and all other action which is permitted under the TRLPA or which is customary or reasonably related to the operation, management or conducting of the business or affairs of the Partnership, subject to the limitations expressly stated in this Agreement.

 

The enumeration of powers in this Agreement shall not limit the general or implied powers of the General Partner or any additional powers provided by law.

 

8.2       The General Partner hereby establishes a committee (the “Management Committee”) and delegates to the Management Committee the General Partner’s full power and authority to represent the Partnership, to act in the name of the Partnership and to manage the business of the Partnership, including without limitation the powers and authorities set forth in Section 8.1 of this Agreement. Further, the General Partner hereby authorizes the Management Committee to delegate its powers and authorities to the officers or other managers of the Partnership. In addition, the officers of the Partnership described in Section 8.5 shall have the powers and authorities set forth therein. The officers of the Partnership shall conduct the business operations and activities of the Partnership in a manner consistent with the policies adopted from time to time by the Management Committee.

 

8.3       The Management Committee shall consist of five persons (“Management Committee Members”), who shall be appointed from time to time by the General Partner. Each Management Committee Member shall hold office until his successor shall have been appointed by the General Partner. Management Committee Members need not be residents of Texas. Any vacancy occurring in the Management Committee shall be filled by the General Partner.

 

8.4       The Management Committee shall meet at such times and places as a majority of the Management Committee Members may designate from time to time. Notice of any meeting shall be given at least five days previous thereto by written notice mailed or telefaxed to each Management Committee Member at his business address, unless the giving of such notice is waived by such Management Committee Member. Meetings may be held either in person or by conference telephone call or other electronic medium by which all attendees are able to speak and to hear all other attendees. The attendance of a Management Committee Member at any meeting (whether in person or by participation in a conference telephone call or other electronic medium) shall constitute a waiver of notice of such meeting. Neither the business to be transacted at, nor the purpose of, any meeting of the Management Committee need be specified in the notice or waiver of notice of such meeting.

 

8.5       A majority of the Management Committee shall constitute a quorum for transaction of business at any meeting of the Management Committee. The act of the majority of the Management Committee Members present at a meeting at which a quorum is present shall be the act of the Management Committee. Any action which may be taken at a meeting of the Management Committee may be taken without a meeting if a written consent, setting forth the action so taken, shall be signed by all the Management Committee Members. Any written consent signed by all the Management Committee Members shall have the same effect as a unanimous vote, and may be stated as such in any document reflecting action taken by the Management Committee.

 

8.6       The officers of the Partnership shall be a chairman, a president, one or more vice-presidents, a treasurer, a secretary, and such other officers as may be elected or appointed from time to time by the Management Committee. Any two or more offices may be held by the same person. Each officer shall hold office until his successor shall have been duly elected or until his death or until he

 

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shall resign or shall have been removed by the Management Committee. Election of an officer shall not of itself create contract rights.

 

(a)       Chairman. Subject to the direction and control of the Management Committee, the chairman shall be the chief executive officer and shall have the following general duties and responsibilities: be in charge of the business of the Partnership; see that the resolutions and directions of the Management Committee are carried into effect except in those instances in which that responsibility is specifically assigned to some other person by the Management Committee; and, in general, discharge all duties incident to the office of chairman and such other duties as may be prescribed by the Management Committee from time to time. The chairman shall preside at all meetings of the Management Committee. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the Partnership or a different mode of execution is expressly prescribed by the Management Committee, the chairman may execute for the Partnership any contracts, deeds, mortgages, bonds, or other instruments which the Management Committee has authorized to be executed.

 

(b)       President. The president shall assist the chairman in the discharge of the chairman’s duties as the chairman may direct and shall perform such other duties as from time to time may be assigned to him by the chairman or by the Management Committee. In the absence of the chairman or in the event of his inability or refusal to act, the president shall perform the duties of the chairman, and when so acting, shall have all the powers of the chairman. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the Partnership or a different mode of execution is expressly prescribed by the Management Committee, the president may execute for the Partnership any contracts, deeds, mortgages, bonds or other instruments which the Management Committee has authorized to be executed.

 

(c)       Vice Presidents. Each of the vice-presidents shall assist the president in the discharge of the president’s duties as the president may direct and shall perform such other duties as from time to time may be assigned to him by the chairman, the president or the Management Committee. In the absence of the president or in the event of his inability or refusal to act, the vice-presidents in the order of seniority of tenure as vice-president shall perform the duties of the president, and when so acting, shall have all the powers of the president. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the Partnership or a different mode of execution is expressly prescribed by the Management Committee, each of the vice-presidents may execute for the Partnership any contracts, deeds, mortgages, bonds or other instruments which the Management Committee has authorized to be executed.

 

(d)       Treasurer. The treasurer shall be the chief financial officer and principal accounting officer of the Partnership. He shall have charge of and be responsible for the maintenance of adequate books of account for the Partnership, have charge and custody of all funds and securities of the Partnership and be responsible for the receipt and disbursement thereof, and perform all the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the chairman, the president or the Management Committee.

 

(e)       Secretary. The secretary shall record the minutes of Management Committee meetings or actions taken by unanimous consent of the Management Committee, be custodian of the Partnership’s records, sign with the chairman or the president or a vice-president or any other officer authorized by the Management Committee any contracts, deeds, mortgages, bonds or other

 

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instruments which the Management Committee has authorized to be executed, except when a different mode of execution is expressly prescribed by the Management Committee, and perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the chairman, the president or the Management Committee.

 

(f)        Assistant Treasurers and Assistant Secretaries. The assistant treasurers and assistant secretaries shall perform such duties as shall be assigned to them by the treasurer or the secretary, respectively, or by the chairman, the president or the Management Committee.

 

8.7       The Management Committee may authorize any officer, manager or employee of the Partnership to enter into any contract, including without limitation contracts to borrow money, and to execute and deliver any instrument, including without limitation promissory notes and other evidences of indebtedness, in the name of and on behalf of the Partnership, and such authority may be general or confined to specific instances.

 

ARTICLE IX
GENERAL RESPONSIBILITIES

 

9.1       A Partner may lend money to and otherwise transact business with the Partnership and has the same rights and obligations relating to those matters as a person who is not a Partner, except as otherwise provided by this Agreement and any applicable law.

 

9.2       As long as the Partnership is in existence, and except as otherwise provided in this Agreement or with the prior written consent of all Partners, no Partner shall:

 

(a)       Do any act in violation of this Agreement;

 

(b)       Do any act with the intention of harming the business of the Partnership; or

 

(c)       Do any act that would make it impossible or unnecessarily difficult to carry on the intended or ordinary business of the Partnership.

 

9.3       The General Partner, the Management Committee and the officers of the Partnership shall exercise ordinary business judgment in managing the affairs of the Partnership. The General Partner shall be entitled to reimbursement for any expenses it advances for Partnership business.

 

9.4       The General Partner may not assign or transfer any of its rights, duties, obligations or liabilities as General Partner under this Agreement without the consent of the Limited Partner.

 

9.5       Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action to be taken is signed by all Partners entitled to vote. This consent shall have the same force as a unanimous vote of the Partners. The original signed consents shall be placed in the Partnership minute book and kept with the Partnership records.

 

9.6       (a)       The General Partner shall cease to be a General Partner and shall be deemed to have withdrawn from the Partnership on the occurrence of any of the following events (“Event of Withdrawal”) relating to the General Partner occurring subsequent to the date of this Agreement:

 

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(1)       The General Partner’s giving sixty (60) days written notice of withdrawal to all other Partners;

 

(2)     


 
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