HomeMy WebLinkAboutCertificates @4/63/2608 17:03 5,747766900 SYPTAKMUR 'BROWNLLP PAGE 06/07
FILED
In the Office of the
Secretary of State of Texas
CERTIFICATh OF FORMATION OF APR 04 2008
JASPER PG,LLC Cr
or Orations Section
A LIMITED LIABILITY COMPAN
This certificate of formation is submitted for filing pursuant to the applicable provisions of
the Texas Business Organizations Code.
Article I -Entity Name and Type
The name and type of filing entity being formed are: Jasper PG, LLC, a Texas limited
liability company(hereinafter "Company").
Article II- Purpose
The purpose for which the Company is organized is any lawful purpose which may be
undertaken by the company in accordance with the applicable provisions of the Texas Business
Organizations Code.
Article III- Registered Office and Registered Agent
The initial registered agent is an individual resident of the state whose name is Greg Jasper.
The business address of the initial registered agent and the initial registered office is: 4422 Spring
Meadow Drive,College Station,Texas 77845.
Article IV- Principal Office
The address of the Company's principal office in this state is: 4422 Spring Meadow Drive,
College Station, Texas 77845.
Article V - Organizer
The name and address of the organizer is:
L1L Address
Gerry M. Brown 4030 Highway 6 South, Suite 250
College Station,Texas 77845
Article VI - Governing Authority
The company shall be managed by its Members. The name and address of the initial memo*
is:
Name Address
Greg Jasper f 4422 Spring Meadow Drive
College Station, Texas 77845
Article VII -Effective Date of Filing
This certificate of formation becomes effective when the document is filed by the secretary
of state.
04/03/2008 17:03 9747760900 SYPTAKMUR` 'BROWNLLP' PAGE 07/07
Article VIII ..Execution
This document is signed subject to the penalties imposed by law for the submission of a
materially false or fraudulent instrument.
Date. April 3,2008
Gerry .. Brown, Organizer
MINUTES OF THE ORGANIZATIONAL
MEETING OF THE MEMBER OF
JASPER PG, LLC
A LIMITED LIABILITY COMPANY
The organizational meeting of the Member of Jasper PG,LLC(hereinafter th "Company")was held
at 4422 Spring Meadow Drive, College Station,Texas 77845,on April I , 2008.
The following Member attended the meeting: Greg Jasper. The undersigned waived notice of the
meeting as evidenced by the attached Waiver of Notice signed and appended hereto.
Greg Jasper was designated chairman and secretary of the meeting.
CERTIFICATE OF FORMATION
The secretary then presented and read to the meeting a copy of the Certificate of Formation and
reported that on April 4, 2008,the original thereof was filed in the office of the Secretary of State
of the State of Texas and that the Secretary of State issued a formal Acknowledgment of Filing to
the company on that date.
Upon motion duly made, seconded and carried, it was:
RESOLVED, that the Certificate of Formation be accepted and approved in all respects.
COMPANY AGREEMENT
The secretary then presented a proposed form of company agreement for regulating and managing
Company affairs. The proposed company agreement was considered and upon motion duly made,
seconded and unanimously adopted, it was:
RESOLVED,that the form of company agreement submitted and reviewed at this meeting
is adopted as the Company Agreement.
OFFICERS
The chairman of the meeting then called for the election of Company officers. The following
persons were nominated to the office preceding their name:
Office Officeholder
President Greg Jasper
Vice President Greg Jasper
Secretary Greg Jasper
Treasurer Greg Jasper
No further nominations being made the nominations were closed and the nominees were elected to
the offices set before their respective name.
MEMBERSHIP INTEREST CERTIFICATES
The Secretary submitted to the meeting a specimen membership interest certificate proposed for use
as the Company's certificate for membership interest. Upon motion duly made, seconded and
carried, it was:
RESOLVED, that the specimen membership interest certificate presented to this meeting
be and hereby is adopted as the Company's form of Membership Interest Certificate; and
RESOLVED FURTHER,that the specimen Membership Interest Certificate be appended
to the minutes of the meeting.
LIMITED LIABILITY COMPANY RECORD BOOK
The secretary presented the Company's record book containing a copy of the Certificate of
Formation, the Acknowledgment of Filing, the Company Agreement previously approved at the
meeting,the Membership Interest Certificate stubs,and the Membership Interest transfer ledger. On
motion duly made, seconded and unanimously adopted, it was:
RESOLVED,that the record book presented to this meeting by the secretary is approved and
adopted,and the secretary's insertion of Certificate ofFomiation,the Acknowledgment of Filing,and
the Company Agreement into the record book, is ratified and approved; and
RESOLVED FURTHER, that the secretary is instructed to authenticate the record book,
to retain custody thereof,and to insert into the record book the minutes of this meeting and of other
proceedings ofthe Members,Managers,and any committee established by the Managers,and to keep
records pertaining to the issuance and transfer of Membership Interest in the Membership Interest
Certificate stubs and Membership Interest transfer book respectively.
MEMBERSHIP INTEREST ISSUED
Upon motion duly made, seconded and carried, it was:
RESOLVED, that the Member be, and hereby is, authorized to issue from time to time
authorized Membership Interests of the Company for money paid, labor done, promissory note, or
personal property or real estate or leases thereof actually acquired and upon such terms as the
Member in the Member's discretion may determine.
The chairman stated that an offer to purchase one hundred percent (100%) of the Membership
Interest of the Company be issued to the following in the percentages set opposite their names and
for the consideration stated next thereto:
Member's Name Member's Interest Consideration
Greg Jasper 100% $1,000.00
RESOLVED, that the Member is authorized to issue additional Membership Interest to
appropriately qualified purchasers.
COMMENCING BUSINESS
The chairman announced that consideration had been received for the issuance of Membership
Interest, and that the Company consequently was able to commence and transact business and to
incur indebtedness.
ORGANIZATIONAL EXPENSES
Upon motion duly made, seconded and carried, it was:
RESOLVED,that the Company treasurer be and hereby is authorized to pay all charges and
expenses incident to or arising out of the organization of and to reimburse any person who has made
any disbursement therefor.
BANK ACCOUNT
The chairman then stated that it was desirable to maintain a depository for Company funds.
Thereupon, on motion duly made, seconded and unanimously adopted, it was:
RESOLVED,that the treasurer be and hereby is authorized to open a bank account on the
Company's behalf with any banks the Member deems appropriate.
PRINCIPAL OFFICE
Upon motion duly made, seconded and carried, it was:
RESOLVED,that a Company office be established and maintained at 4422 Spring Meadow
Drive, College Station, Texas 77845, and that meetings of the Member from time to time may be
held either at the principal office or at such other place as the Member shall from time to time order.
LICENSES AND PERMITS
Additionally,the Member was directed to obtain in the Company's name such other licenses and tax
permits as may be required for the conduct of Company business by any federal, state, county, or
municipal govermnental statute, ordinance, or regulations, and to do all things necessary or
convenient to qualify to transact Company business in compliance with the laws and regulations of
any appropriate federal, state,or municipal governmental authority.
OTHER STATES
Upon motion duly made, seconded and carried, it was:
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 Member is 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 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.
FISCAL YEAR
On motion duly made, seconded and carried, it was:
RESOLVED,that the Company fiscal year shall begin on January 1,and end on December
31, subject to change by resolution, as appropriate, at the discretion of the Member.
CARRY ON BUSINESS
Upon motion duly made, seconded and carried, it was:
RESOLVED, that the signing of these minutes shall constitute full consent, confirmation,
ratification,adoption and approval of the holding of the above meeting,the actions hereby taken,the
resolutions herein adopted and waiver of notice of the meeting by the signatories.
ADJOURNMENT
There being no further business before the meeting,on motion duly made,seconded and carried,the
meeting was adjourned.
Dated: April /V , 2008
Greg/r
A true copy of each of the following papers referred to in the foregoing minutes is appended hereto:
Specimen Membership Interest Certificate
34/11/2008 15:31 9797760500 SYPTAKMURPHYBRnWNLLP04105
FILED
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CERT1EICATE o AnErrnwrr APR 112008
TO THE /+
CE7[ILAOF L MTrED PAR'1 RSHFP Corpora tions Section
Pursuant to the provisions of Section 2.02 of the Texas Revised Partnership Act,the
undersigned limited partnership desires to amend its certificate of limited
partnership and fur that purpose submits the following certificate of amendment..
. The Dame of the limited partnership is: •
Jasper Con fru# boss,Ud. „
(State the name of the limited partnership as currently shown in the records of the
secretary of state. If the amendment changes the name of the partnership, stare the
old name and not the new name here).
2. The certificate of-limited partnership is amended as follows:
M emen L.L.0 T xas 1im'ed liabilityc i withdrawin as
general ,partner. The new general, partner is Jas r PG LTA a Texas limited
li ill m 4422 S M 've Col a Stasi n,Tszcas 77845.
Dated the Ili.L.day of April,2008
JASPER CONSTRUCTION,LTD.,
a Texas limited partnership
By: JASPER. PG, LLC, a Texas limited
liability company,General Partner
By:
- 8 'ER,President
Executiolt aixt1 Filing
The certificate of amendment should be Slgaed by at least one general partner and by each other
genual partner designated in the certificate of amendment as a new general partner. A withdrawing
general farmer need not sign the certificate of amendment. Two copies of the certificate of
amendment should be delivered to the secretary of mate. The secretary of statewill return a file
stamped copy of the certificate of amendment along with a kttar of acknowledgment,if a duplicate
ropy of the doetimes&t was provided for such psi o e.
Fee
The filing fee for certificate of amendment is SI50,00