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HomeMy WebLinkAboutCertificate of Organization l Elle (State of .exts $Ecretar of c fatt CERTIFICATE QF ORGANIZATION OF DOCK HAVEN MANAGEMENT, LLC 1LING NUMBER 070921/3 THt UNDERSIGNED, AS SECRETARY OF STATE OF THP STATE OF TEXAS , HEREBY CERTIFIES THAT THE ATTACHED Af:"rICL`=S OF ORGANIZATION FOR THE ABOVE NAMrO COMPANY HAVE BE N RECEIVED) Its THIS OFFICE AND HAVE BEEN FOUND TO CLNFORM TU LAW. ACCORDINGLY, THE UNDERSIGNED , AS SECRETARY OF STATE , AND BY VIRTUE OF THF AUTHORITY VESTED IN THE SECR' TARY =3Y LAW, HEREBY ISSUES THIS t CERr1 1CA.L OF ORGANIZATION . ISSUANCE OF THIS CERTIFICATE OF ORGANIZATION DOES NOT AUTHORIZE THE USE OF A CU? PANY NAME IN THIS STATE IN VIOLATION OF THE RIGHTS OF AN0TH7R ENTITY UNDER THE FEDERAL TRADEMARK ACT OF 1946, THE TEXAS TRADEMARK LAW, THF ASSUV+1 P BUSINESS OF PROFESSIONAL NAME ACT OR THE COMMON LAW. DATCD JONCH 28 , 2001 EFFECTIVE: JUNE 28 , 2001 rCE gnnu 014017 ! Henry Cuellar, Secretary of State ARTICLES OF ORGANIZATION OF DUCK HAVEN MANAGEMENT, LLC June 26, 2001 FILED ARTICLES OF ORGANIZATION in the Office of the Secretary of State of Texas OF JUN 28 (1U DUCK HAVEN MANAGEMENT, LLC }oorati©ns Section I, the undersigned natural person of the age of eighteen years or more, acting as the organizer of a limited liability company (the "Company") under the Texas Limited Liability Company Act, do hereby adopt the following Articles of Organization for such Company: ARTICLE I The name of the Company is DUCK HAVEN MANAGEMENT, LLC. ARTICLE II The period of duration of the Company is perpetual. ARTICLE III The purpose for which the Company is organized is to transact any or all lawful business for which limited liability companies may be organized under the Texas Limited Liability Company Act. ARTICLE IV The address of the Company's principal place of business in Texas is as follows: 3608 East 29th Street, Suite 100 Bryan, TX 77802 ARTICLE V The name and address of the Company's initial registered agent and registered office in Texas are as follows: Paul J. Clarke 3608 East 29th Street, Suite 100 Bryan, TX 77802 ARTICLE VI The Company is to be managed by one or more managers. The name and address of the person who is to serve as manager until the first annual meeting of the members or until his successors are elected and qualified are as follows: Paul J. Clarke 3608 East 29th Street, Suite 100 Bryan, TX 77802 Articles of Organization Page 2 ARTICLE VII The name and address of the organizer of the Company are as follows: Amy L. Clough Charles A. Ellison, P.C. 2501 Ashford Dr., Suite 100 College Station, Brazos County, Texas 77840 ARTICLE VIII No manager of the Company shall be liable to the Company or its members for monetary damages for an act or omission in the manager's capacity as a manager, except for liability of a manager for (i) a breach of such manager's duty of loyalty to the Company or its members, (ii) an act or omission not in good faith that constitutes a breach of duty of such manager to the Company, (iii) an act or omission of such manager which involves intentional misconduct or a knowing violation of the law, (iv) a transaction from which such manager received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the manager's position, or (iv) an act or omission for which the liability of such manager is expressly provided for by an applicable statute. If the Texas Limited Liability Company Act, the Texas Business Corporation Act, the Texas Miscellaneous Corporation Laws Act, or other applicable law is amended to authorize action further eliminating or limiting the liability of managers, then the liability of a manager of the Company shall be eliminated or limited to the fullest extent permitted by the Texas Limited Liability Company Act, the Texas Business Corporation Act, the Texas Miscellaneous Corporation Laws Act or other applicable law, as so amended. Any repeal or modification of the foregoing provisions by the members shall not adversely affect any right or protection of a manager existing at the time of such repeal or modification. IN WITNESS WHEREOF, the undersigned organizer has signed these Articles of Organization on the 26th day of June, 2001. Amy L. Clo h, Organize Articles of Organization Page 3 ,sP�Eo (try,; Mir $tat of Texas $.ecr tar of Mate .)Ul 'a, 2001 LAWYER' S AID SERVICE , INC. P.U. BOX 848 AUSTIN ,I X DUCK FAVLN, LTD. FILING NUMBER 00153282•-10 IT HAS PEFN OUR PLEASURE TO APPROVE AND PLACE ON RECORD YOUR CERTIFICATE OF LIMITED PARTNERSHIP. THE APPROPRTATl LVIDE:NC = IS ATTACHED FOR YOUR FILLS AND THE ORIGINAL HAS BEEN FILED 1N THIS OFFIC`. PAYMENT OF THF FILING FFE. IS ACKNOWLEDGED CV THIS LETTER. IF WC CAN Br OF FURTHER SERVICE AT ANY TIME, PLEASE LET US KNOW. .„, „ phZro t 1 __T' Q� t \--„. ,,,----- Henry Cuellar, Secretary of State FILED In the Office of the Secretary of State of Texas CERTIFICATE OF LIMITED PARTNERSHIP JUN 28 2001 The undersigned General Partner, who desires to form a limithlriatitinvcpption certifies that: 1. The name of the partnership is DUCK HAVEN, LTD. 2. The address of the partnership's registered office is 3608 East 29th Street, Suite 100, Bryan, TX 77802. 3. The name of the partnership's registered agent for service of process is PAUL J. CLARKE. 4. The address of the agent is 3608 East 29th Street, Suite 100, Bryan, TX 77802. 5. The address of the principal office where records that are required to be kept will be kept or made available is 3608 East 29th Street, Suite 100, Bryan, TX 77802. 6. The name and address of the business or residence of each general partner are as follows: Name Address Duck Haven Management, LLC 3608 East 29`h Street, Suite 100 Bryan, TX 77802 7. This certificate of limited partnership shall be effective on the date of filing with the Secretary of State. I affirm, under penalty of perjury, that this certificate is executed on June 26th, 2001, and, to the best of my knowledge and belief, the facts stated in this certificate are true. General Partner: DUCK HAVEN MANAGEMENT, LLC a Texas limited liability company By: Adlic° Pau J. e, Manager