HomeMy WebLinkAboutArticles of ConversionFILED
In the Office of the
Secretary of State of Texas
JUL 02 2001
ARTICLES OF CONVERSION for conversion of Corporations Section
TEXAS HOTEL MANAGEMENT CORPORATION
(a Texas corporation)
into
TEXAS HOTEL MANAGEMENT, L.P.
(a Texas limited partnership)
Pursuant to Articles 5.17 through 5.20 of the Texas Business Corporation Act, and Section
2.15 of the Texas Revised Limited Partnership Act, TEXAS HOTEL MANAGEMENT
CORPORATION. is converting to TEXAS HOTEL MANAGEMENT, L.P., and executes
these Articles of Conversion, certifying the following:
ARTICLE I
IDENTIFICATION OF PARTIES
1.1 Converting Entity. The converting entity, TEXAS HOTEL MANAGEMENT
CORPORATION ("Converting Entity"), is a corporation formed under the laws of
the State of Texas `f
1.2 Converted Entity. The converted entity, TEXAS HOTEL MANAGEMENT, L.P.
("Converted Entity'), will be a limited partnership formed under the laws of the State
of Texas. TEXAS HOTEL MANAGEMENT, L.P. will be responsible for the
payment of all applicable filing fees and all franchise taxes of the Converting Entity
and the Converted Entity. ,t
ARTICLE III
PLAN OF CONVERSION
2.1 Plan of Conversion Approved. A Plan of Conversion was unanimously approved by
all of the shareholders and directors of the Converting Entity on May Z, 2001. The
Converting Entity has one thousand (1,000) shares of common stock (the only class
of stock) issued and outstanding and the shareholders of all one thousand (1,000)
shares approved such Plan of Conversion.
2.2 Location ofP/an of Conversion. An executed copy of the Plan of Conversion is on
file at 1601 S. Texas Ave., Bryan, Texas 77802, the principal office of the Converting
Entity. After the effective date of conversion, an executed copy of the Plan of
Conversion will be on file at 1601 S. Texas Ave., Bryan, Texas 77802, the principal
office of the Converted Entity
'. k
2.3 Furnishing Plan of Conversion. An executed copy of the Plan of Conversion has
been furnished by the Converting Entity (prior to conversion) to shareholders of the
Converting Entity and to the partners of the Converted Entity free of charge.
2.4 Approval of Plan of Conversion. The Plan of Conversion was approved by all the
shareholders and directors of the Converting Entity in accordance with the Bylaws of
the Converting Entity and the Texas Business Corporation Act. There are one
thousand (1,000) shares of common stock of the Converting Entity (being the only
class of stock of the Converting Entity) outstanding and all one thousand (1,000)
shares voted for such Plan of Conversion.
Executed on this day of May, 2001
TEXAS HOTEL MANAGEMENT
CORPORATION
By Salim Ismail, President
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