HomeMy WebLinkAboutCertificate of Limited PartnershipCERTIFICATE OF LIMITED PARTNERSHIP
FILED.
In the Office of the
Secretary of Slate of Texas
JUN 2 81999
The undersigned General Partners, who desire to form a limited partnership, certify that:
Corpora Ions Section
1. The name of the partnership is PEACH CREEK PARTNERS, LTD.
2. The address of the partnership's registered office is 5271 Memorial Drive, Suite
202, Houston, TX 77007.
3. The name of the partnership's registered agent for service of process is JOHN E.
MCFARLANE.
4. The address of the agent Is 5271 Memorial Drive, Suite 202, Houston, TX 77007.
5. The address of the principal office where records that are required to be kept will
be kept or made available is 5271 Memorial Drive, Suite 202, Houston, TX
77007.
6. The name and address of the business or residence of each general partner are
as follows:
Name Address
PEACH CREEK DEVELOPMENT CORPORATION. 5271 Memorial Drive
Suite 202,
Houston, TX 77007
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 23, 1999, and,
the best of my knowledge and belief, the facts stated in this certificate are true.
General Partner.
PEACH CREEK DEVELOPMENT
CORPORATION
By: �a %
JOHN E cFARLANE, JR., President
ARTICLE IX
CONTROL AND MANAGEMENT
Role of General Partner
9.01. (a) The General Partner has full, exclusive, and complete discretion in the
management and control of the Partnership for any the purposes set forth in Article IV of this
Agreement, unless specifically stated otherwise in this Agreement.
ARTICLE IX
CONTROL AND MANAGEMENT
Role of General Partner
9.01. (a) The General Partner has full, exclusive, and complete discretion in the
management and control of the Partnership for any the purposes set forth in Article IV of this
Agreement, unless specifically stated otherwise in this Agreement.
(b) The General Partner agrees to conduct the operations contemplated under this
Agreement in a careful and prudent manner, and in accordance with good Industry practice.
(c) The General Partner (or any successor to the General Partner) agrees to serve
as general partner of the Partnership until the Partnership is terminated without
reconstitution as provided below.
General Partner's Authority
9.02. Subject to any limitations expressly set forth in this Agreement, the General Partner
is expressly authorized to perform any of the following acts on behalf of the Partnership:
(a) Any and all acts necessary or appropriate to the acquisition and management
of the Partnership and interests in the Partnership;
(b) Maintenance of all necessary Partnership books and records;
(c) Commencement of litigation or defense of litigation, including settlement of any
litigation, Involving the Partnership;
(d) Establishment of bank accounts in which all Partnership funds shall be deposited
and from which payments shall be made;
(e) Procuring and maintaining insurance with responsible companies as may be
available in such.amounts and covering such risks as are deemed appropriate by the
General Partner;
Aq'rcmentOfUlnitcd PandtcMVP ofPFACHOWYK 1'AR!%VERSL7D 1''g0 8
(t) Taking and holding all real, personal, and mixed property of the Partnership in
the name of the Partnership;
(g) Executing and delivering, on behait of and in the name of the Partnership,
contracts, agreements, and other documents;
(h) Coordinating all accounting and clerical functions of the Partnership and
employing accountants, lawyers, engineers and other management or service personnel
as may from time to time be required to carry on the business of the Partnership; and
(i) Filing tax returns and making elections on behalf of the Partnership as provided
under the Code.
Limitations
9.43. Notwithstanding the generality of the General Partner's authority, the General Partner
is not empowered, without the consent of a required interest, to:
(a) Do any act in contravention of this Partnership Agreement;
(b) Do any act that would make it impossible to carry out the ordinary business of
the Partnership, except as specifically permitted by the terms of this Agreement;
(c) Confess a judgment against the Partnership;
(d) Possess Partnership property or assign any rights in specific Partnership
property for other than a Partnership purpose;
(e) Require any Partner to make any contribution to the capital of the Partnership
not provided for in this Agreement;
(f) Amend this Agreement;
(g) Sale or other disposition of assets;
(h) Admission of new partners;
(1) Borrowing money; and
0) Expending funds for items not shown on an approved budget.
Other and Competing Activities
9.44. Any Partner may engage in or possess an interest in other business ventures of any
nature or description, Independently or with others, similar to, or competitive with the business
conducted by the Partnership. Neither the Partnership nor any Partner shall have any rights in or
Agmcmcnt ofL nircd I:umaship oCPEACHCREM PARTNERS LTD. 11,79V 9