HomeMy WebLinkAboutArticles of OrganizationThis instrument prepared by:
Christopher M, Gill, Esq.
Hand Arendall, L.L.C.
Post Office Box'123
Mobile, Alabama 36601
(251)432-5511
ARTICLES OF ORGANIZATION
OF
CAPSTONE - CS, LLC
TO THE HONORABLE JUDGE OF PROBATE
OF JEMRSON COUNTY, ALABAI4TA-
I, the undersigned organizer, for the purposes of forming a limited liability company under
the provisions of the Alabama Limited Liability Company Act, as amended, currently codified at §
10-12-1, et. seq., Code of Alabama (1975), do hereby make these Articles of Organization.
Section 1. Name. The name of the limited liability company (the "Company") is:
Capstone — CS, LLC
Section 2. Purposes. The purposes for which the Company is formed are:
(a) To carry on and transact any or all lawful business for which limited
liability companies may be organized under the Act, as amended from time to time,
and to have and exercise all powers necessary or convenient to effectuate the
purposes of the Company.
(b) To acquire, by purchase, lease or otherwise, any real or personal
property, and to invest, trade, rent out and deal in any real or personal property
deemed beneficial to the Company, and to encumber or dispose of any real or
personal property at any time owned or held by the Company.
(c) To acquire, by purchase, lease, manufacture, or otherwise, any
personal property deemed necessary or useful in the equipping, furnishing,
improvement,' development, or management of any property, real or personal, at any
time owned, held, or occupied by the Company, and to invest, trade, and deal in any
945112_1
personal property deemed beneficial to the Company, and to encumber or dispose of
any real or personal property, tangible or intangible, at any time owned or held by the
Company.
(d) To do any and all of the things herein set out and such other things as
are incidental or conducive to the attainment of the objectives and purposes of the
Company, to the same extent as natural persons might or could do and in any part of
the world, as principal, factor, agent, contractor, or otherwise, either alone or in
conjunction with any person, firm, association, partnership, corporation, association,
Limited liability company, cooperative or any other entity of any kind whatsoever, and
to have and exercise any and all such powers to the full extent authorized or
permitted to a limited liability company under any laws that may now or hereafter be
applicable or available to the Company.
The foregoing subsections shall be construed, in the broadest sense, as purposes and powers
of the Company in addition to those powers specifically conferred upon the Company by law,
and it is hereby expressly provided that the foregoing specific enumeration of purposes and
powers shall not be held to limit or restrict in any manner the powers of the Company
otherwise granted by law. Nothing herein contained, however, shall be construed as
authorizing the Company to carry on the business of banking or that of a trust company, or
the business of insurance.
Section 3. Name and Address of Organizer. The name and mailing address of the
Organizer of the Company are as follows:
Kelly T. Fox, Esq.
1200 Park Place Tower
2001 Park Place North
Birmingham, Alabama 35203
Section 4. I_nitial Realstered Office and Agent. The physical address of the initial
registered office of the Company is as follows:
431 Office Park Drive
Birmingham, Alabama 35223
The initial registered agent at such address shall be Lisa J. Johnson.
Section 5. Name and Address of Initial Member. The name and mailing address of the
initial member of the Company are as follows:
Capstone Development Corp.
431 Office Park Drive
Birmingham, Alabama 35223
845112_1
Section 6. Member Managed. The Company shall be managed by its members.
Section 7. Additional Members. The members of the Company shall have the right to
admit additional members in the manner provided in the Company's operating agreement, as
amended from time to time.
Section 8. Amendment. The Company reserves the right to amend, alter, change or
repeal any provision contained in these Articles of Organization in the manner now or hereafter
provided by law, and all rights conferred upon members herein are granted subject to this
reservation; provided, however, that no such amendment, alteration, change or repeal shall be
effective unless conducted in the manner provided in the operating agreement, as amended from time
to time.
Section 9. Terminology. Whenever the context requires, words used in the singular
shall be construed to mean or to include the plural and vice versa, and pronouns of any gender shall
be deemed to include and to designate the masculine, feminine or neuter gender.
IN WITNESS WHEREOF, the undersigned organizer has executed these Articles of
Organization on this the l l o' day of December, 2008.
1 J"kt"t �5y
KELLY THRASHER FOX, Organizer
2ON1211001637300 313
Bk: tR20MI P9:285R9
Jefferson eounty,91abama
12/1112M 11:34:49 AM ING
Fee - 251.00
Total of Fees and Tas03-$51.00
LYNN
945112_1
Judges Alan L King & Sherri C Friday
PROBATEJUDGE
Cashier LYNN
Customer Name BAND ARENDALL LLC
JUDGE; OF PROBATE
716 Richard Arrington Jr. Blvd, North
Birmingham, A1,35203
Recordings (205)325 5411
for Services
Batch 0 248924
Date: 12/11/2008 Time: 11:34:49AM
Dade Iw"weet No Document Type Transaction Type Deed Cons. Mortgage Coss. Pg/Amt
12/11/2008 11:34:49AM 20081211001632300 INC LR200812 28549 0.00 0.00 3.00
Party 1: CAPSTONE CS LLC Party 1:
Corporation$51 51.00
INC Total: 51,00
Fee Total: 51.00
CIH,CK 143W 251432-5511 51.00
Payment Total: 51.00
Dann 4 ..£ 4
ACTION BY WRITTEN CONSENT OF
THE SOLE SHAREHOLDER AND DIRECTOR
OF CAPSTONE DEVELOPMENT CORP.
IN LIEU OF A SPECIAL MEETING
Pursuant to § 10-2B-8.21 and § 10-2B-7.04, Code of Alabama (1975), the undersigned,
being the sole sbareholder and sole member of the Board of Directors of Capstone Development
Corp., an Alabama corporation (the "Corporation"), does hereby consent to and adopt the
following preambles and resolutions by written consent in lieu of a special meeting:
WHEREAS, the Corporation caused, on December 11, 2008, the formation of
Capstone- CS, LLC, an Alabama limited liability company ("College Station"), pursuant to
Articles of Organization filed with the Jefferson County Probate Court, with the Corporation
designated as the sole member of College Station;
WHEREAS, College Station was formed for the purpose of acquiring, owning and
developing the Property (as that term is defined in the hereinafter defined Purchase Agreement);
WHEREAS, the Corporation entered into that certain Contract of Sale dated as of March
1, 2007 with TLS Properties, Ltd -("Seller"), as amended by that certain (i) First Amendment to
Contract of Sale dated January 30, 2008, (ii) Second Amendment to Contract of Sale dated April
30,'2008, (iii) Third Amendment to Contract of Sale dated August 26, 2008, (iv) Fourth
Amendment to Contract of Sale dated October 13, 2008 and (v) Fifth Amendment to Contract of
Sale dated November 24, 2008 (collectively, the "Purchase Agreement"), whereby TLS
Properties, Ltd. agreed to sell the Property to the Corporation;
WHEREAS, the sole director and shareholder of the Corporation finds it desirable and
appropriate that the Corporation, in its capacity as the sole member of College Station, be
authorized to cause College Station to .purchase and acquire the Property by assigning the
Corporation's interest under the Purchase Agreement to College Station pursuant to an
assignment and assumption agreement (the "Assignment') and by causing College Station to
perform all of the obligations of the "Purchaser" thereunder;
WHEREAS, upon its acquisition of the Property, College Station intends to develop and
construct a cottage project on the Property (the "Project');
WHEREAS, in order to enable College Station to purchase and acquire the Property and
begin construction and development of the Project, College Station has been negotiating with
Seller for a loan in amount of $6,379,000.00 (the "Loan"); and
WHEREAS, the consummation of the aforementioned transactions is deemed to be in
the best interests of the Corporation and in the best interests of College Station.
NOW, THEREFORE, BE IT RESOLVED, that the sole shareholder and director of
the Corporation hereby authorizes, approves and empowers Michael A. Mouron, its President,
Resolution -Capstone • College Stztlon Fxmutiou Version l
and Rob Howland, its Chief Operating Officer (either of which are an "Authorized
Representative" and both of which are collectively the "Authorized Representatives"), acting
together or alone, to take all such steps and perform all such acts that may be necessary or
required to cause the Corporation to assign the Purchase Agreement to College Station and to
cause College Station to purchase and acquire the Property, to consummate the Loan and to
construct and develop the Project;
BE IT FURTHER RESOLVED, that the Authorized Representatives, acting together or
alone; are hereby authorized, directed and empowered, as duly authorized representatives of the
Corporation, to execute and deliver the Assignment on behalf of the Corporation;
BE PT FURTHER RESOLVED, that the Authorized Representatives, acting together or
alone, are hereby authorized, directed and empowered, as duly authorized representatives of the
Corporation in its capacity as the sole member of College Station and on behalf of College
Station, to:
(a) execute and deliver the Assignment and all other agreements, assignments,
instruments or other documents (collectively, the "Property Documents") that
shall be required by the Purchase Agreement to cause College Station to purchase
and acquire the Property;
(b) execute and deliver all agreements, assignments, instruments, certificates
or otherdocumentsthat shall be required to consummate the Loan, including,
without limitation, a vendor's lien deed, a promissory note, and a deed of trust,
security agreement and financing statement (collectively, the "Loan Documents");
(c) negotiate with a lender for additional construction financing for the
Project, and to execute and deliver all agreements, assignments, instruments,
certificates, or other documents that shall be required to consummate such
additional construction financing, including, without limitation, a loan agreement,
a promissory note, and a deed of trust, security agreement and assignment of rents
and leases (collectively, the "Construction Loan Documents");
(d) execute and deliver all agreements, assignments, instruments, certificates
or other documents that shall be required to construct and develop the Project
(collectively, the "Project Documents") (the Property Documents, the Loan
Documents, the Construction Loan Documents and the Project Documents are
sometimes hereinafter collectively referred to as the "Transaction Documents");
(e) to amend, modify, alter, extend, renew, or otherwise change any of the
provisions, terms, conditions, covenants or representations contained in the
Property Documents, the Loan Documents, the Construction Loan Documents or
the Project Documents;
Resolution - Capstone - College Supon 2
BE IT FURTHER RESOLVED, that the Transaction Documents may contain such
provisions, terms, conditions, covenants, warranties and representations as the Authorized
Representatives, or either of them, in their or his sole and absolute discretion, deem advisable,
necessary or expedient;
BE IT FURTHER RESOLVED, that the undersigned hereby ratifies, approves and
confirms any and all acts and things the Authorized Representatives, or either one of them, have
done with regard to the foregoing matters in the past, including without limitation, the execution
of the Purchase Agreement, or which the Authorized Representatives, or either one of them, may
do in the firture relating to or arising from or in connection with the Assignment, the Transaction
Documents or these resolutions, and such acts and things of the Authorized Representatives, or
either one of them, shall at all times receive the full faith and credit by all persons without the
necessity of inquiry by said persons;
BE IT FURTHER RESOLVED, that the Authorized Representatives, or either one of
them, in their or his sole and absolute discretion, if they or he deems proper and appropriate, may
abandon and terminate the foregoing transactions prior to the consummation thereof.
IN NMNESS WHEREOF, the undersigned sole shareholder and director of the
Corporation has set his hand and seal to this instrument on this the 12a' day of December, 2008,
and by these presents, has directed the Secretary of the Corporation to place this instrument in
the minutes of the official proceedings of the Corporation.
SOLE SHAREHOLDER AND DIRECTOR:
IXAQ4 /0—
MICHAEL A. MOURON
Res Mon - Capstone - Coaege Station