Print Page  Close Window

SEC Filings

S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
Entire Document
 
<PAGE>   1
   
                                                                    Exhibit 3.2
                        LIMITED LIABILITY COMPANY AGREEMENT
    

                                       OF

                       CHARTER COMMUNICATIONS HOLDINGS LLC

                     (A DELAWARE LIMITED LIABILITY COMPANY)


         This LIMITED LIABILITY COMPANY AGREEMENT OF CHARTER COMMUNICATIONS
HOLDINGS LLC (this "Agreement"), is entered into as of February 9, 1999 by
Charter Communications, Inc., a Delaware corporation ("Charter") as the initial
member (the "Member") of Charter Communications Holdings LLC, a Delaware limited
liability company (the "Company").

                              W I T N E S S E T H:

         WHEREAS, Charter formed the Company under the Delaware Limited
Liability Company Act (6 Del.C. Section 18-101, et. seq.) (the "Delaware Limited
Liability Company Act"); and

         WHEREAS, the Certificate of Formation (the "Certificate") of the
Company was executed and filed in the office of the Secretary of State of the
State of Delaware on February 9, 1999;

         NOW THEREFORE, in consideration of the terms and provisions set forth
herein, the mutual benefits to be gained by the performance thereof and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:



         SECTION 1. General.

         (a) Effective as of the date and time of filing of the Certificate in
the office of the Secretary of State
 of the State of Delaware, the parties
hereby form a limited liability company under the Delaware Limited Liability
Company Act. Except as expressly provided herein, the rights and obligations of
the members in connection with the regulation and management of the Company
shall be governed by the Delaware Limited Liability Company Act.

         (b) The name of the Company shall be "Charter Communications Holdings
LLC". The business of the Company shall be conducted under such name or any
other name or names that the Manager shall determine from time to time.

         (c) The address of the registered office of the Company in the State of
Delaware shall be c/o CorpAmerica, Inc., 30 Old Rudnick Lane, Dover, Delaware
19901. The name and address of the registered agent for service of process on
the Company in the State of Delaware shall be CorpAmerica, Inc., 30 Old Rudnick
Lane, Dover, Delaware 19901. The