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HomeMy WebLinkAboutCertificate of Formation 2008-10-09 13:42 > 'ins Capital Corp P 1133 secretary Of state 1Z/t;/ 2 : b2 PAGE 2/2 Right, Corporations Section E pF. Roger Williams P.O.Box 13697 • Secretary of Stale Austin,Texas 78711.3697 wit • ',,, 1. Office of the Secretary of State CERTIFICATE OF FILING OF Unisource Real Estate Investments,LLC File Number: 800800808 The undersigned, as Secretary of State of Texas,hereby certifies that a Certificate of Formation for the above named Domestic Limited Liability Company(LLC) has been received in this office and has been found to conform to the applicable provisions of law, ACCORDINGLY, the undersigned, as Secretary of State, and by virtue of the authority vested in the secretary by law,hereby issues this certificate evidencing filing effective on the date shown below. The issuance of this certificate does not authorize the use of a name in this state in violation of the rights of another under the federal Trademark Act of 1946, the Texas trademark taw, the Assumed Business or Professions]Name Act,or the common law. Dated:04/12/2007 Effective:04/12/2007 ((‘,rc E 0,4 �t`t , .A& Roger Williams Secretary of State Come visit us on she in:ernes ar htrp://Www.ros.state.tx,us/ Phone:(512)463-5555 Fax:(512)463-5709 Dial:7-1-1 for Relay Services Prepared by:Stephanie Webb TB): 10306 Document: 166800680002 2008-10-09 13:42 >' Is Capital Corp P 2/33 UNISOURCE REAL ESTATE INVESTMENTS, LLC CONSENT OF THE SOLE MANAGER IN LIEU OF THE FIRST MEETING OF MANAGERS The undersigned, being the sole manager of Unisource Real Estate Investments, LLC, a Texas limited liability company (the "Company"), hereby gives his written consent to the adoption of the following actions and resolutions, and the same shall be considered as the Act of the Managers of the Company: RESOLVED, that the Certificate of Formation of Unisource Real Estate Investments, LLC, a Texas limited liability company (the "Company"), which was approved and filed in the Office of the Secretary of State of the State of Texas on April 12, 2007, is hereby approved and ordered to be filed in the minute book as part of the permanent records of the Company; RESOLVED, that the proposed Operating Agreement for the operation, regulation and management of the affairs of the Company, which Operating Agreement has been reviewed by the undersigned, is hereby adopted as the Operating Agreement of the Company and ordered to be placed in the minute book as part of the permanent records of the Company; RESOLVED, that the following person is hereby elected to serve as an officer of the Company until his successors are chosen and qualify, such person is to serve in the capacities specified opposite his name: Name Office Sultan Mahmood President / Secretary RESOLVED, that the form of certificate representing membership interests in the Company which has been reviewed by the undersigned is approved and adopted and that the Secretary is instructed to insert a specimen thereof in the minute book; !thSULVbll, that the seal, an impression or wtnen is placed on the edge of this page, is hereby approved and adopted 2008-10 09 13:42 > its Capital Corp P 3133 as the seal of the Company; RESOLVED, that the President and Secretary of the Company are hereby severally authorized and directed to issue certificates representing membership interest units in the Company (to the person and in the amount as stated below), the Company having received the consideration therefor in cash, property or services already rendered, and that the membership interest units so issued be considered validly issued, fully paid, and non-assessable: Member's Name Number of Membership Consideration Interest Units Tendered Sultan Mahmood 100 510,000.00 RESOLVED, that any Bank selected and approved by the managers of the Company shall be the depository for the funds of the Company, and that the proper officers of the Company are authorized and directed to execute appropriate signature cards, depository agreements and bank resolutions with such depository in such form as are furnished to them by such depository and approved by the Managers, and that the officers and employees of the Company are hereby empowered to deal with such depository in accordance with the terms set out on such cards, agreements and resolution forms; RESOLVED, that for the purpose of authorizing the Company to do business in any state, territory or dependency of the United States or any foreign country in which it is necessary or expedient for the Company to transact business, the proper officers of this Company are hereby authorized to appoint and substitute all necessary agents or attorneys for service of process, to designate and change the location of all necessary statutory offices and, under the Company's seal, to make and file all necessary certificates, reports, powers of attorney and other instruments as may be required by the laws of such state, territory, dependency or country to authorize the Company to transact business therein; RESOLVED, that the Company adopt as its accounting period the fiscal year ending December 31, and that the Company's books of account shall be maintained, the Company's income shall be computed, and the Company's tax return shall be tiled on the basis of such fiscal year; and 2 V 2008-10 09 13.43 > us Capital Corp P 4/33 RESOLVED, that the President and Secretary are hereby directed to publish appropriate notices of the formation of the Company and to otherwise take all necessary steps to make known the organization of the Company and the initiation and implementation of its business. WITNESS the signature of the undersigned as of the 12th day of April, 2007. z Sultan ood, Sole Manager QI Dawns Aral EGIw Imecnem.LLOco nn of vw Sole Mvw ,,W cop khy.va 3 L 2J08-10.0913;43 > 'ns Capital Corp P5,93 UNISOURCE REAL ESTATE INVESTMENTS, LLC CONSENT OF THE SOLE MEMBER The undersigned, being the sole member of Unisource Real Estate Investments, LLC, a Texas limited liability company (the "Company"), hereby gives his written consent to the adoption of the following resolutions and actions: RESOLVED, that Sultan Mahmood be, and he hereby is, elected to serve as the manager of the Company until his successor is elected and qualifies. The undersigned hereby instructs the Secretary of the Company to insert said consent and action in the permanent records of the Company and the same shall be considered as if said action had been duly taken and approved in a special meeting of the members. This Consent may be executed in multiple originals or counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same document. A copy or facsimile of this Consent shall have the same force and effect as that of an original. WITNESS the signature of the undersigned as of the 12th day of April, 2007. Sole Member: SUL MAHMOOD Q 1Uniry Rai aux Nrtmneru.LLCC.mo+of dm Sine Member