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HomeMy WebLinkAboutCertificate of Limited PartnershipFILED. In the Ofilce of the CERTIFICATE OF LIMITED PARTNERSHIP Social" of state of Texas JUN 2 81999 The undersigned General Partners, who desire to form a limited partnership, certify that: Ccrporetlone Sec4lon 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 IOrocess 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. B. 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: JOHN E cFARLANE, ., Prealdent 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; A pecinent of.Umitcd Y.vYnv&1 p o% PEACHCRFF.K 1'ARl7VERSLT D. 1?3Bc 8 (f) Taking and holding all real, personal, and mixed property of the Partnership in the name of the Partnership; (g) Executing and delivering, on behalf 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. Umitations 9.03. Notwithstanding the generality of the General Partner's authority, the General Partner is not empowered, without the consent of a required Interest, to: (aj Do any act in contravention of this Partnership Agreement; (b) Do any act that would make it impossible to cant' 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 then 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; (i) Borrowing money; and (j} Expending funds for items not shown on an approved budget. Other and Competing Activities 9.04. 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 A,Canrcnr ofLbiiircd P.vviorsh p ofPEACHCREEK PAR77VER9 LTD. AW 9 RESOLUTIONS ADOPTED BY UNANIMOUS WRITTEN CONSENT OF THE DIRECTORS IN LIEU OF REGULAR MEETING OF PEACH CREEK DEVELOPMENT CORPORATION John E. McFarlane, J. Mason Carter, John E. McFarlane, Jr. and Catherine Carter Malone the only members of the Board of Directors of Peach Creek Development Corporation, a corporation organized under the Texas Business Corporation Act, being the only members of such Board as presently constituted, do by this writing consent to take the following actions and adopt the following resolutions: I. OFFICERS RESOLVED, that the following individuals are elected as Officers of the Corporation to serve for one year and until their successors are elected and qualified: Name John E. McFarlane Jr. John E. McFarlane, Jr. John_ E. McFarlane, Jr. Office President Treasurer Secretary We direct that this consent be filed with the minutes of the proceedings of the Board of Directors of the Corporation. This consent is executed pursuant to Article 9.10(B) of the Texas Business Corporation Act and Article 5.04 of the Bylaws of this Corporation which authorize the taking of action by the Board of Directors by unanimous written consent without a meeting. Dated Effective _ January 1, 2010 tSIMMONS NI iN E. MCFARLANE, JR. A - -