HomeMy WebLinkAboutAuthority to Sign AUTHORITY TO SIGN
MEW PARTNERS, LTD
0
CERTIFICATE
�t [J OF
LIMITED PARTNERSHCF
OR
MEW PARTNERS,LTD.
THIS CERTIFiCATE OF LIMITED PARTNERSHIP is executed by tha General Partner of ME W
PARTNERS. LTD.,pursuant to Section 1.01 of the Texas ILevised Limited Partnership Act,as follows
1. The name of the Limited Partnership is MEW PARTNERS,LTD.
2. The address of the registered office is 5352 Koppe Bridge Rd..College Station,TX 77f:45,
and the name and address of the registered agent for service of process require4 to be
maintained by Section 1.06 of the Texas Revised Limited Partnership Act is:
Mary Ellen Walker
5352 Koppe Bridge Rd.
' College Station,TX 77845
3. The address of the principal office in the United States where records are to be kept or
maintained under Section 1.07 of the Texas Revised Limited Partnership Act is 5352 Koppe
Bridge Rd..College Station, TX 77845.
4, The name,mailing address and the street address of the business or residence of the General
Paitner is:
MEW GROUP, LLC
General Partner
5353 Koppe Bridge Rd
College Station,TX 77845
S, The Agreement of Limited Partnership of MEW PARTNERS, LTD. contains certain
conditions and restrictions on transferability of Limited Partnership interests. A copy of the
Agreement of Limited Partnership may be made available without charge at the office of the
General Partner.
EXECUTED the day of �, 1999,by the General Partner who affirms,under
t to penalties of perjury,that,to the best o d knoCdledge and belief of the undersigned, the facts stated in
his Certificate are true.
MEW GROUP, LLC
General Partner
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By: , .t. • . r 11ed‘,/ .
MA'Y LLEN WALKER,President
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JOJH; 26, 2001
J MiS R. SECA
11614 FALLING CRcc4 04. , ST: 192
e0USTON ,TX 77008-29;9
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FILING NUM1ER 00IE3L8A—LO
IT 4AS 407N OUR PLEASURE TU APP410V; ANO PLACE ON RECORD YOUR
CIATIFICATE OF LIMITED PARTNERSHIP. ••
" T1! APPROPRIATE CVIBctcE I5 ATTACHED ;OR YOUR FILES AN* THE
OtIGINAL HAS BEEN FILEJ IN TNI$ UFFICE.
PkIA@AT i.F 1I' '1LLN4 PEE IS ACKNOWLEGCFO BY TM25 LETT-R.
1= 42 CO. iE OF FURTHER SENYIC6 AT ANY TIME, PLEASE LE US KNON.
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UNANLMOUS W1fl lEN CONSENT
OF
MANAGERS
OF
MLW Nurtnere LTD
A TEXAS LIMITED LIABILITY COMPANY
;.4
The undersigned,'being all of the duly appointed nr elceredt, rtuslificd and acting Managers of
MEW Partnr.ry, LTD
(thc"Company"),a Teta*limited liability
company, pursuant to the provisions of An. 2,23 .B.(2) of the Tecta Limited Liability Company Act,
Vcrnon's Ann.Civ.St.tut.1528n.hereby adopt the following preamble and resolution,to have the same force
and effect as if a meeting of Managers of the Company had been held at which all Managers wcrc present and
at which each Manager voted for the adoption of such preamble and resolution:
WHEREAS,the Company desires to open an account or accounts with FIRST AMERICAN BANK,
SSB("First American"),in the name of the Company;
NOW,THEREFORE,BE IT RESOLVED,that one or more accounts shall be opened and ettablishod
in the name of thc Company with First American.in accordance with the terms and conditions of any account
agree:nem entered into between the Company and First American,and the rules and regulations as prescribed
by Vint American from time to titre:
t)L rt iITIVITi:R R1L3OLVEi..that ti,e individuals named below,being the duly appoimed,yu,siiftc0
and aciing officer oe employee of the Company set forth beside hit or her name,iSfae hereby designated as an
authorized signer on the Account or Accounts spocifterl below("Signers"). A specimen of the signature of
each of the Signer(s) is/are indicated below. The Signer(s)is/are authorized to open checking, ravings or
other deposit accounts in Ful American as such person(s)shall deem advisable,to sign checks and orders
drawn un the account(s),to nuke withdrawals from First American,and generally to transact business on the
account(s). The signatures of i of such authorized persons arc required for this purpnsn. (If no
number is inserted,only one aig naturc shall be required.)
AUTHORIZED SIGNERS
TYPED OR PatUNTED MANUAL FACSIMILE
NAME AND TITLE SIGNATURE SIGNATURE
(u Awhs,t.arr
(1) ),„E__/ed/VZ--- �' • i.
(2k. --
(3)
(4)
(5)
(6)
UNANIMOUS warTTvN CONSENT Or MANAGERS
LIMITED I.IAFllUTY COMPANY
79003 179100
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BE ri'FURTHER RF_SOLVFI),that First American may honor cheeks,drafts, or other orders for
payment. and any other document, bearing or purporting to bear the facsimile signature of any of the
Authorirsxd Persons whose facsimile signature is provided above,regardless of by whom or by what means the
actual or purported facsimile signature may have hcen affixed. If the Authorized Person is to have only
facsimile signing authority, type "FACSIMILE ONLY" in the manual signature column. To induce First
American to accept items tearing facsimile signatures, the Cumpuny agrees that there is no commercially
reasonable method by which First American can determine the authenticity of facsimile signatures, and the
Company assumes all risk of forged or unauthorized items bearing such a facsimile signature and agrees that
First American will nut be liable for payment of any such items. First American shall have no obligation to
determine how or by whom a facsimile signature was affixed to any item or document.
•BE IT FURTHER RESOLVED that the foregoing resolutions shall apply to:(choose one)
19 All accounts in the name of the Texas Limited Liability Company in Fina American.
❑ 'fhe following account(s)of the Texas Limited Liability Company in First American;
BE IT FURTHER RESOLVED,that the foregoing resolutions(choose one)
0 supplement ®replace any prior authorizations with respect to the accounts(t).
IT FURTHER RESOLVED,that the Company rattles and approves any and all traneactirms with
First American on behalf of the Company prior to the foregoing resolutions and that First Amorican may rely
on the foregoing resolutions until it has received wrincn notice of modification or revocation of these
resolutions.
IN WITNESS WHEREOF, the undersi ed Managers of the Company have each executed this
Consent,to be effective on the / day of r L7��l[1.l� ,
Manage Manager
Manager Munger
Manager Manager
UNANIMOUS WRITTEN CONSENT Or MANAGERS
LIMITED LIABILITY COMPANY
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SECRETARY OF STATE
IT IS HEREBY CERTIFIED that the attached is a true and correct copy of the
following described document on file in this office:
MEW GROUP, LLC
FILE NO. 7062005-22
ARTICLES OF ORGANIZATION JUNE 21, 1999
' . - 1N TESTIMONY WHEREOF, 1 have hereunto
v► F S signed my name officially and caused to be
�' ,° - ), impressed hereon the Seal of State at my office in
+ r __ �� `* °�, Austin, Teras on June 27, 2001.
.....kLed".._.,.° ____,
- - ' enry Cuellar
Secretary of State DAA
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x6/2111999 14;45 2818936180 BECK/14C ARY
PAGE 92
ARTICLES OF ORGANIZATION In the FiL`p
Office of the
.ecretary of Stene of Tbxas
OF
JUN 21 1999
MEW GROUP,LLC
1,the undersigned natural person of the age of eighteen(18) CorporationsoreSection
g years or more, acting as organizer of a
limited liability company under the Texas Limited Liability Company Act,do hereby adopt the following
Articles of Organization for such Company;
ARTICLE
NAME
The name of the limited liability company is MEW GROUP,LLC.
Yj
ARTICLE
DURAT(QF
The period of the Company is fifty(50)yeah,and will end as of December 31 of the year following
the expiration of fifty(50)yeat7, 3
ARTICLE lit r'
LURPQSE r:
1
The purpose for which the Company is organized Is to transact any OT all lawful business for which
limited liability companies may be organized under the Texas Limited Liability Company Act.
ARTICLE IV
PRINCIPAL PLACE OF Bt SlNESS:R,EG1,STE,RED AGENT
The address of the Company's principal place of business iter Texas is 5352 Koppc Bridge Rd.,
College Station,TX 77845. The name of the Company's initial registered agent is Mary Ellen Walker, who
hes en address of 5352 Koppe Bridge Rd,College Station,TX 77845.
ARTICLE V •
AGEMENT
The Company is to be managed in whole by managers, as that term is used in the Texas Limited
Liability Company Act. The cumber of managers shall be fixed by the regulations of the Cotapatry and, until
changed in accordance with the manner presented by the regulations,shall be one(I).
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The names and addresses of the managers who are to serve as utanagers until the first ez.nual meeting
of the members of the Company,or until their successors are duly elected,are as follows:
Name Addrsss
Mazy Ellen Walker 5.352 Kopp"Bridge Rd.
College Station, TX 77845
ARTICLE VI
The power to adopt, alter, amend, or repeal the regulations of the Company, including the initial
regulations, is vested entirely in the manager&listed in Article V.
ARTICLE VII
ORGANIZER
The name end address of the organizer is:
Name Adams
lames R.Beck 14614 Falling Creek Drive,Suite 132
Houston,TX 77068.2942
IN WITNESS WHEREOF,I have hereunto executed these Artkles of Organization oa behalf of the
!1`
Company on the If ,day of . 1999.
Beck
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gECULATION$ OF MCw ,RGIJp f,
In accordance with the Texas Limited Liability Company Act,the managers named in the Articles
of Organization of MEW GROUP. LLC,adopt the following Regulations of MEW GROUP, LLC,a limited
liability company referred to in these Regulations as the "Company";
Purpose
1. The purpose fur which the Company is organized is the transaction of any and all lawful
business for which a limited liability company may be organized under the Texas Limited Liability Company
Act referred to in these Regulations as the "Act".
Power to Specify Regulations
2. The power to adopt,alter,amend,or repeal the Regulations is entirely vested in the managers.
Authority to Contract on Behalf of Company
3. The managers and/or officers have the authority to enter into contracts and incur obligations
on behalf of the Company.
Execution of Documents
4. The managers and/or officers have the authority to execute documents and instruments for
the acquisition, mortgage,or disposal of property Ott behalf of the Company,
Management Rights
5. The right to exercise the powers of the Company and to manage the business and affairs of
the company is vested entirely in the managers.
Number of Managers and Election of Managers
6. The number of managers of the Company shall be determined from time to time by resolution
of the managers. tithe managers made no such determination,the number of managers shall be the number
set forth in the Articles ofOrganization. Each manager shall hold office for the term for which elected and
thereat-1cr into such managers successor shall have been elected and qualified,or until such manager's earlier
death,resignation or removal.
Membership Voting Interests
7. Holders of membership interests are entitled to elect managers in the manner and for die term
specified in these Regulations.
Removal of Manager by Consent of Members
8. At any meeting of members called expressly for that purpose,any manager may be removed
for any meson, with or without cause, on a resolution adopted by the members.
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Quorum of Managers
9• At n11 meetings of the managers,n Ina'o,•i
to constitute a quorum for the tr• tY of the managers shall be peCCSSa
lnsartivn of business. and sutl7cient
Action by Managers
10. An act of the cnanagmanagers is effective if a majority of managers vote approval of the act at a
meeting at which a quo of managers is present.
Manager Committees
1 1, 8y resolution,the managers may designate from among the man
that may cxe►cisc the authority of the managers managers one or more committees
as alternate members aU hQ coot th tee, S venernrly,and any designate one or more managers offin
A committee may to serve
Regular Meetings of Managers not amend the regulations.
12. Regular meetings of the managers shall be held at the principal office of'
the corporation. By
resolution, the managers are authorized to dcsi nate from t;
t
specified above as the place for reg me to time,s place or places
Solar meeting of 8 Other than shallthat the managers. ah
be hetd immediately following the annual meeting of the mernbersRc Regular
meetings of the managers
Special Meetings of Managers
13. Special meetings called by action of the managers shall be held at the principal office of the
Company or at theIn
P ce designated by the managers.
meetings shall be delivered c acts. Written notice of the time and
personally to the managers or sent to each managersplacellor of spec
machine at the manager's address as show,on the records of the Company.
by U.S. mall lefacsimileus
deposited in the U.S. mail at least five(5)days prior to the timeNotice that is mailed ailed must be
Notice of Purpose of Meetings of the holding of the meeting.
14• Notice of a
ny
the business to be transacted attheamecting,meetings
in nadir; Hmanagers shall specify the pu►posr of the meeting or
to place, date,and time ofnc�etins
Membership Contributions
15. For an initial one hundred percent(
lOUYo) interest, MA
cash contribution of$1,000.00 to the Company. RY ELLEN WA(,jr
has made e
Request for Records
16. All requests b
must be sent to the requests
Secretary f members
Company the ora membershipintefor rest re Company. ofCompiSnY records
New Member„ principal office of the Company
1 7' A person may become a member of the Company upon the written
members.
consent of all e�cisting
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Vote on Action by Members
IR. An act of the members ofrecord is effective if a majority of members'votes adopt the act at
a meeting at which a quorum of members is present. in accordance with the following voting Regulations:
(a) Each member is entitled to one vote or fraction of one vote per one percent of
membership interest or fraction of membership interest owned by the member.
(b) For Any meeting at which a matter is to be voted on by the members, the Company
must give to each member notice of the time, place, and purpose ot'a meeting. Written notice of the
time and place of meetings shall be delivered persoually to the members or sent to each member by
U.S. mail or facsimile machine ar the member's address as shown on the records of the company.
For mailed notice,the notice must be deposited in the U.S. mail not less than ten(10)days nor more
than fifty(50)days prior to the time the meeting is held.
(c) Action taken at any meeting of the members without the required notice shall be as
valid as though made at a meeting after notice if a quorum is present and each of the members not
present signs a written waiver of notice or a consent to the holding of that meeting. Attendance of
a member at a meeting constitutes waiver of notice of the meeting fatless the member attends the
meeting for the express purpose of objecting to the transaction of business on the grounds that the
meeting is not lawfully conveyed.
(d) Any action permirted to be taken by the members may be taken without a meeting if
all members individually or collectively consent by signing a writing approving ot'the action. Any
action by written Consent shall have the same force and effect as a unanimous vote of the members.
(e) Only persons whose names are listed as members in the official records of the
Company five(5)days before any meeting of the members shalt be entitled to notice of or to vote
at that meeting.
(t) At all meetings ofthe members,ail of the members shall be necessary and sufficient
to constitute a quorum for the transaction of business.
(g) Members may vote either in person or by proxy. Proxies must be executed in writing
by the members. A telegram, telex, cablegram, or similar transmission by the shareholder, or a
photographic.photostatic, facsimile,or similar reproduction of a writing executed by n member is
deemed an execution in writing for purposes of this regulation.
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Liability of Member or Managers to Third Parties
19. A member or manager is not liable for the debts,obligations, or liabilities of the company,
including liability under a judgment. decree or order of a court,except to the extent the Company is liable
as a direct result of the misconduct of the member or manager.
Assignment of Membership Interest
20. A member may not assign the member's interest in the membership except with the written
consent of all ol'the other members of record. if such consent is obtained, a member may assign the
member's interest in whole, or in part. Except as may be specified in Paragraph 21 of these Regulations
entitled "Rights of Assignee to Become Member", any assignment automatically entitles the assignee to
become a member.
Rights of Assignee to Become Member
21. An assignee of a membership interest does not become a member of the company except with
the written consent of all of the tither members of record.
Obligations of Member by Assignment
22. A person who becomes a member as a result of an assignment of a membership interest
assumes all of the obligations of the assignor.
Certificates of Membership interest
21 The Company is authorized to issue membership interest Certificates. Membership interests
may not be assigned or transferred by delivery of such certificates, and possession of such certificates shall
not constitute absolute ownership rights in the membership interest described on such certificates.
24. Except as is specified in Paragraph 26 of these Regulations.entitled"Cnmpromise or Release
of Obligation",a member of record has an absolute obligation to perform an enforceable promise to make
a contribution, or otherwise pay cash or transter property owed to the Company. However, a member's
representative or member's successor in interest is relieved of such obligation in the event of the member's
death or complete disability.
Penalties for Member's Failure to Make Contribution
25. in the event a member fails to make a contribution to the Company required by an enforceable
promise, the Company is entitled to take any of the following actions:
(a) Reduce the defaulting member's interest in a proportion that the amount of the default
bears to the total contribution of the member,
(b) Require that the member forfeit the member's interest,
(c) Subordinate the member's interest to that of all other members of record.
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(d) Force sale of the member's interest.
(e) Lend money to the defaulting member by other members at an interest rate of Prime
plus one(1)percent in an amount necessary to satisfy the amount of the default.
(f) Determine the value of the defaulting member's interest by appraisal or by formula
and sell the interest.
Compromise or Reteuse of Obligation
26. On written consent of all of the members of record,the Company may release or compromise
tate following obligations of a member,a member's legal representative,or a members successor;
(a) An obligation to make a contribution or otherwise pay or transfer property to the
Company,or.
(b) An obligation to return cash or property paid or distributed to the member in violation
of the Act or these Re`ulations.
Basis of Distributions
27. The amount of cash and other assets shall be distributed to each member based on the current
percentage interest of the member. As used in these Regulations, the "current percentage interest" is the
agreed value of contributions to the Company that have been made by the member divided by the total of
all contributions made to the Company by all members, as specified in the records of the Company and as
determined as of the dste ot'the Company's most recent accounting.
Distributions Before Member's Withdrawal
28. Before a member's withdrawal and before the winding up of tie Company,all members are
entitled to receive distributions from the Company based on the"current percentage interest'. The Company
may not make any distribution that will impair the Ability of the company to pay its debts and obligations
as they mature.
Withdrawal of Member
29. (a) A member of the company may withdraw as a member:
(i) When the member gives 60 days'written notice to all of the other members
of record.
(ii) When the member assigns the member's interest in the Cornpeny in
accordance with these Regulations.
(b) A member of the Company ceases to be a member,and Is deemed to have withdrawn
from the Company,On the occurrence of any of the following events:
(i) When the member file a voluntary bankruptcy petition.
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(ii) If the number is a natural person,the death of the member of an adjudicatiun
of n court of competent jurisdiction that the member is incompetent to manage his or her
person or property.
(Iii) lithe member is an estate, on the personal representative's distribution of the
estate's entire interest in the Company.
(iv) if the member is o corporation,on the filing of a certificate of dissolution fix
the corporation or the revocation of the Company's charter.
Distribution on Withdrawal
30. Except As otherwise provided by the Act or these Regulations,on withdrawal,a member with
unanimous consent of all other members, is entitled to receive, within a reasonable period of time after
withdrawal,the fair market value of that member's interest in the Company as of the date of withdrawal.
1Jlstt'ibuttons In Kind
31. Except on the winding up of the Company or the withdrawal of&member,the company may
nor make a distribution in a form other than cash. A member may not demand or receive a distribution from
a limited liability company in any form other than cash,regardless of the nature ofthe member's contribution.
The undersigned, being all the initial members and managers, have adopted these Regulations
effective this 8th day of July, 1999.
Manager
ilio 116-x_ /,/L?
MARYLLEN WALKER
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