HomeMy WebLinkAboutWritten ConsentWRITTEN CONSENT OF THE SOLE MEMBER
OF
HEATH PHILLIPS INVESTMENTS, LLC
A LIMITED LIABILITY COMPANY
The undersigned, being the sole Member of Heath Phillips Investments, LLC., a Texas
limited liability company (the "Company"), pursuant to the provisions of the Company
Agreement, adopt by consent the following resolutions-
1 . The Company is organized and operating under the laws of Texas, is qualified to
do business in Texas, and is in good standing.
2. No proceeding for forfeiture of the certificate of incorporation of the Company or
for voluntary or involuntary dissolution of the Company is pending.
3. The undersigned Member consents that Heath Phillips Investments, LLC, a
Texas limited liability company may cause the Company to borrow funds from a financial
institution in an amount necessary to conduct the business of the Company.
4. The undersigned Member consents that Heath Phillips, President of Heath
Phillips Investments, LLC may execute all documents necessary to borrow funds.
5. The agreements recited below were duly adopted on the date of execution of this
Written Consent of the Sole Member.
AGREED, that Heath Phillips Investments, LLC is authorized to borrow funds from any
financial institution to conduct the business of the Company,
AGREED, that Health Phillips, as President of Heath Phillips Investments, LLC (the
"Authorized Representative"), is authorized to enter into a promissory note, deed of trust, and
any other loan documents required (collectively, the "Loan Documents") to borrow funds on
behalf of the Company.
AGREED, that the Authorized Representative is authorized to execute and deliver, on
behalf of and in the name of the Company, a Note, or any other agreements, documents, or
instruments, and to take or cause to be taken any action necessary to appropriate in connection
with the Note or to accomplish the purpose of these resolutions, in the form and with the
provisions the Authorized Representative may deem proper.
WRITTEN CONSENT OF SOLE MEMBER PAGE 1
• D .,6 0
HEATH PHILLIPS INVESTMENTS, LLC,
a Texas Limited Liability Company
Heath Phillips; President
WRITTEN CONSENT OF SOLE MEMBER PAGE 2
UNANIMOUS WRITTEN CONSENT IN LIEU
OF
ORGANIZATIONAL MEETING OF SOLE MEMBER
OF
HEATH PHILLIPS INVESTMENTS, LLC
A LIMITED LIABILITY COMPANY
The undersigned, being the Sole Member named in Heath Phillips Investments, LLC's
(hereinafter the "Company") Certificate of Formation filed with the Secretary of State of Texas,
hereby adopts the following resolutions in lieu of an organizational meeting of the Member.
CERTIFICATE OF FORMATION
RESOLVED; that the acknowledgment of filing issued by the Secretary of State of Texas,
and the certified copy of the Certificate of Formation fled on November 23, 2009, are accepted
and approved in all respects, and the Secretary is directed to place same in the Company record
book.
COMPANY AGREEMENT
RESOLVED, that the form of the company agreement for regulating and managing
Company affairs submitted to the undersigned is approved and adopted as the Company
Agreement of the Company.
RESOLVED, that the secretary is directed to place the Company Agreement in the
Company record book, and maintain a copy of the Company Agreement at the Company's
principal office.
PRINCIPAL OFFICE
RESOLVED, that the Company's principal office be established and maintained at 4490
Castlegate Drive, College Station, Texas 77845, and that meetings of the Member from time to
time may be held either at the Company's principal office or at such other place as the Member
may select.
OFFICERS
RESOLVED, that the following persons were nominated to the office preceding their
name:
UNANIMOUS WRITTEN CONSENT IN LIEU OF ORGANIZATIONAL MEETING PAGE 1 OF 4
Office Officeholder
President Heath Phillips
Secretary/Treasurer Heath Phillips
MEMBERSHIP INTEREST CERTIFICATES
RESOLVED, that the specimen membership interest certificate proposed for use as the
Company's certificate for membership interest is adopted as the Company's form of Membership
Interest Certificate; and
RESOLVED FURTHER, that the specimen Membership Interest Certificate be appended
to the minutes of the meeting.
• •fl :•• 1
RESOLVED, that the Company, through its secretary, shall maintain and authenticate in
the Company record book the appropriate business records, including but not limited to originals,
copies or certified copies of the Company's Certificate of Formation, the Acknowledgment of
Filing, the Company Agreement, the Membership Interest transfer ledger, minutes of the meetings
and of other proceedings of the Members, Managers, and any committee established by the
Managers; and
RESOLVED FURTHER, that the secretary is to maintain in the Company record book
records pertaining to the issuance and transfer of Membership Interest in the Membership Interest
Certificate stubs and Membership Interest transfer ledger respectively.
INTERESTISSUED
RESOLVED, that the Member be, and hereby is, authorized to issue from time to time
authorized Membership Interests of the Company for money paid, labor done, promissory note, or
personal property or real estate or leases thereof actually acquired and upon such terms as the
Member in the Member's discretion may determine; and
RESOLVED FURTHER, than an offer be issued to the following to purchase one hundred
percent (100%) of the Membership Interest of the Company in the percentages and for the
consideration indicated opposite each name:
UNANIMOUS WRITTEN CONSENT IN LIEU OF ORGANIZATIONAL MEETING PAGE 2 OF 4
Member's Name Member's Interest Consideration
Heath Phillips 100% $1,000.00
RESOLVED, that the Member is authorized to issue additional Membership Interest to
appropriately qualified purchasers.
COMMENCING BUSINESS
RESOLVED, that consideration has been received for the issuance of Membership
Interest, and that the Company consequently is able to commence and transact business and to
incur indebtedness.
ORGANIZATIONAL EXPENSES
RESOLVED, that the Company treasurer be and hereby is authorized to pay all charges
and expenses incident to or arising out of the organization of and to reimburse any person who
has made any disbursement therefore.
BANK ACCOUNT
RESOLVED, that the treasurer be and hereby is authorized to open a bank account on the
Company's behalf with any banks the Member deems appropriate.
LICENSES AND PERMITS
RESOLVED, that Company officers are directed to obtain in the Company's name such
other licenses and tax permits as may be required for the conduct of Company business by any
federal, state, county, or municipal governmental statute, ordinance, or regulations, and are
directed and authorized to do all things necessary or convenient to qualify to transact Company
business in compliance with the laws and regulations of any appropriate federal, state, or
municipal governmental authority.
OTHER STATES
RESOLVED, that for the purpose of authorizing the Company to do business in any state,
territory or dependency of the United States or any foreign country in which it is necessary or
expedient for the Company to transact business, the proper Company officers are hereby
authorized to appoint and substitute all necessary agents or attorneys for service of process, to
designate and change the location of all necessary statutory offices and to make and file all
necessary certificates, reports, powers of attorney and other instruments as may be required by
the laws of such state, territory, dependency or country to authorize the Company to transact
business therein.
UNANIMOUS WRITTEN CONSENT IN LIEU OF ORGANIZATIONAL MEETING PAGE 3 OF 4
FISCAL YEAR
RESOLVED, that the Company fiscal year shall begin on January 1, and end on
December 31, subject to change by resolution, as appropriate, at the discretion of the Member.
CARRY ON BUSINESS
RESOLVED, that the signing of these minutes shall constitute full consent, confirmation,
ratification, adoption and approval of the holding of the above meeting, the actions hereby taken,
the resolutions herein adopted and waiver of notice of the meeting by the signatories.
Dated: November 23, 2009
Heath Phillips
A true copy of each of the following papers referred to in the foregoing minutes is appended
hereto:
Specimen Membership Interest Certificate
P:\Gentry\Philiips_Heath InvestmentsLLC_\Unanimous Written Consent_OrgMtg.doc
UNANIMOUS WRITTEN CONSENT IN LIEU OF ORGANIZATIONAL MEETING PAGE 4 OF 4
4Brazos County .Abstract Company
"More than 140 Yews of Title Service"
EFFECTIVE DATE: August 20, 2012 at 8:00 a.m.
GF NO. 152682
PROPERTY DESCRIPTION:
Being all that certain tract or parcel of land lying and being situated in the
CRAWFORD BURNETT LEAGUE, Abstract No. 7, College Station,
Brazos County, Texas, Said tract being the remainder of a called 136.063
acre tract as described by a Deed to L. M. Haupt, Jr. and wife, Stella Geren
Haupt recorded in Volume 171, page 392, Deed Records of Brazos County,
Texas, and the remainder of a called 3.3 acre tract as described by a Deed to
Lewis M. Haupt, Jr., recorded in Volume 293, page 788, Deed Records of
Brazos County, Texas.
Said tract being more particularly described by metes and bounds as
follows:
BEGINNING at a 1/2 inch iron rod found on the southwest line of Old
Wellborn Road marking the east corner of said remainder of 136.063 acre
tract and the north corner of a called 12.40 acre tract as described by a Deed
to Osage, Ltd„ recorded in Volume 1130, page 570, Official Records of
Brazos County, Texas;
THENCE S 410 12' 34" W along the common line of said remainder of
136.063 acre tract and said 12.40 acre tract for a distance of 517.37 feet to a
3/8 inch iron rod found marking the west corner of said 12,40 acre tract and
the north corner of the remainder of a called 8.833 acre tract as described by
a Deed to Greens Prairie Investors, Ltd., recorded in Volume 8413, page 22,
Official Records of Brazos County, Texas;
THENCE S 41' 55' 50" W along the common line of said remainder of
136,063 acre tract and said remainder of 8.833 acre tract for a distance of
429.64 feet to a 1/2 inch iron rod found marking the common corner of said
remainder of 8.833 acre tract and the remainder of a called 3.0 acre tract as
described by a Deed to Greens Prairie Investors, Ltd., recorded in Volume
8513, page 276, Official Records of Brazos County, Texas;
THENCE S 411 18' 46" W along the
136.063 acre tract and said remainder
124.14 feet to a 1/2 inch iron rod
Williamsgate Subdivision, Phase 1,
cormnon line of said remainder of
of 3.0 acre tract for a distance of
found marking the north corner of
according to the plat recorded in
Brazos County Abstract Company
"More than 140 Years of Title Service"
Volume 7705, page 206, Official Records of Brazos County, Texas;
THENCE S 410 30' 18" W along the cotmnon line of said remainder of
136.063 acre tract and Williamsgate Subdivision, Phase 1 and the remainder
of a called 20.25 acre tract as described by a Deed to Robbie Robinson,
Ltd., recorded in Volume 6446, page 92, Official Records of Brazos
County, Texas, for a distance of 637.46 feet to a 1/2 inch iron rod found
marking an easterly corner of a called 22.97 acre tract as described by a
Deed to Charles I. Turner and Mary E. Turner recorded in Volume 3331,
page 61, Official Records of Brazos County, Texas,
THENCE N 49' 58' 35" W along the common line of said remainder of
136.063 acre tract and said 22.97 acre tract for a distance of 562.09 feet to a
1/2 inch iron rod found marking the north corner of said 2297 acre tract;
THENCE S 41° 21' 39" W continuing along the common line of said
remainder of 136.063 acre tract and said 22.97 acre tract for a distance of
801.59 feet to a 1/2 inch iron rod found on the northwest line of a called
23.00 acre tract described as Tract 2 by a Deed to Henry P. Mayo and wife,
Sandra K. Mayo, recorded in Volume 1253, page 878, Official Records of
Brazos County, Texas, marking the east corner of a called 27.017 acre tract
divided out of said remainder of 136.063 acre tract, said 27.017 acre tract
not yet filed of record at the time of this description;
THENCE through said remainder of 136,063 acre tract and along the
northeast and northwest lines of said 27.017 acre tract for the following
calls:
N 470 43' 18" W for a distance of 898.64 feet to a 1/2 inch iron rod found;
S 421 56' 0 1 " W for a distance of 803.33 feet to a 1/2 inch iron rod found
marking the beginning of a clockwise curve having a radius of 468.50 feet;
Along said curve through a central angle of 25' 02' 43" for an arc distance
of 204.79 feet (Chord Bears: S 55' 26' 04" W - 203.17 feet) to a 1/2 inch
iron rod found marking the ending point of said curve;
S 67' 52' 33" W for a distance of 30,24 feet to a 1/2 inch iron rod found on
the northeast line of Jones Butler road marking the southwest corner of this
herein described tract;
THENCE N 22' 02' 42" W along the northeast line of Jones Butler Road,
same being the southwest line of said remainder of 3.3 acre tract, for a
*Brazos County Abstract Company
"More than 140 Years of Title Service"
distance of 412.84 feet to a 112 inch iron rod found marking the common
corner of said remainder of 3.3 acre tract and a called 29,175 acre tract as
described by a Deed to John Wheeler Barger, Trustee, recorded in Volume
7583, page 90, Official Records of Brazos County, Texas;
THENCE N 420 14' 17" E along the common line of said remainder of 3.3
acre tract and said remainder of 136.063 acre tract and said 29.175 acre tract
for a distance of 3402.74 feet to a 6 inch fence corner post found on the
southwest line of Old Wellborn Road marking the north corner of this
herein described tract;
THENCE S 470 04' 17" E along the southwest line of Old Wellborn Road
for a distance of 1867.58 feet to the POINT OF BEGINNING, containing
108.88 acres of land, more or less.
SAVE AND EXCEPT all that property lying within the boundary lines of
The Barracks II Subdivision, Phase 100, according to plat recorded in
Volume 10570, page 293, Official Records of Brazos County, Texas.
NOTE: The Company is prohibited from insuring the area or quantity of
the land described herein. Any statement in the above legal description of
the area or quantity of land is not a representation that such area or quantity
is correct, but is made only for informational and/or identification purposes
and does not override item 2 of Schedule B hereof.
TITLE APPEARS TO BE VESTED IN:
HEATH PHILLIPS INVESTMENTS, LLC
by Warranty Deed with Vendor's Lien from Arrenia H. Ellis, Florence H. King, Lewis M. Haupt,
III and Luella H. Trotter, dated May 13, 2010, recorded in Volume 9627, page 73, Official
Records of Brazos County, Texas.
SUBJECT TO:
1. LIENS: A. Deed of Trust, Security Agreement, Fixtures, Financing Statement and
Assignment of Rents and Leases dated May 13, 2010, executed by Heath
Phillips Investments, LLC to Julius C. Dunlap, Trustee, securing one note
of even date payable to American Momentum Bank, in the principal amount
of $2,994,200.00, recorded in Volume 9627, page 80, Official Records of
Brazos County, Texas, and as modified rearranged and/or extended by
instruments recorded in Volume 10220, page 151 and Volume 10470, page
Brazos County Abstract Company
"More than 140 Years of Title Service"
133, Official Records of Brazos County, Texas.
B. Deed of Trust, Security Agreement, Fixtures, Financing Statement and
Assignment of Rents and Leases dated October 4, 2011, executed by Heath
Phillips Investments, LLC to Tom Giesenschlag, Trustee, securing one note
of even date payable to Greens Prairie Investors, Ltd., in the principal
amount of $2,600,000.00, recorded in Volume 10364, page 96, Official
Records of Brazos County, Texas.
2. ABSTRACT OF JUDGMENT/FEDERAL AND/OR STATE LIENS:
NONE OF RECORD
3. EASEMENTS: Right -of -Way Easement from J. W. Mochas to Sinclair Refining Company,
dated September 6, 1947, recorded in Volume 132, page 68, Deed Records
of Brazos County, Texas.
Right -of -Way Easement fiom P. D. Gandy et ux to City of Bryan, dated
December 22, 1949, recorded in Volume 141, page 392, Deed Records of
Brazos County, Texas.
Right -of -Way Easement from Arrenia Haupt Ellis et al to Wellborn Special
Utility District, dated May 12, 1999, recorded in Volume 3645, page 298,
Official Records of Brazos County, Texas.
Public Utility Easement from Arrenia H. Ellis et al to City of College
Station, Texas, dated May 24, 2006, recorded in Volume 7233, page 93,
Official Records of Brazos County, Texas.
Temporary Construction Easement from Arrenia H. Ellis et a( to City of
College Station, Texas, dated May 24, 2006, recorded in Volume 7233,
page 103, Official Records of Brazos County, Texas.
Temporary Blanket Utility Easement from Heath Phillips Investments, LLC
to City of College Station, Texas, dated November 1, 2011, recorded in
Volume 10420, page 239, Official Records of Brazos County, Texas.
*Brazos County Abstract Company
"More than 140 Years of Title Service"
4. OUTSTANDING MINERALS AND/OR ROYALTIES:
Royalty reservation in Deed from S. F. Machos et al to P. D. Gandy, dated
October 3, 1949, recorded in Volume 140, page 614, Deed Records of
Brazos County, Texas. Title to this reservation has not been traced
subsequent to the date of the above -cited instrument.
Mineral and groundwater reservation in Deed from Arrenia H. Ellis, et al to
Heath Phillips Investments, LLC, dated May 13, 2010, recorded in Volume
9637, page 73, Official Records of Brazos County, Texas. Title to this
reservation has not been traced subsequent to the date of the above -cited
instrument.
5. OIL & GAS LEASES:
Estate created by Oil and Gas Leases from Florence Haupt Ring et al to
Baker Exploration Company, dated December, 1993, recorded in Volume
2020, pages 93, 113, 122 and 140, Official Records of Brazos County,
Texas. Title to this lease has not been traced subsequent to the date of the
above -cited instrument.
Estate created by Oil and Gas Lease from Lewis M. Haupt to Baker
Exploration Company, dated January 5, 1994, recorded in Volume 2020,
page 146, Official Records of Brazos County, Texas. Title to this lease has
not been traced subsequent to the date of the above -cited instrument.
6. RESTRICTIONS: Restrictive covenants recorded in Volume 8986, page 115 and Volume
10671, page 145, Official Records of Brazos County, Texas.
7. TAXES: NONE REQUESTED
8. MISCELLANEOUS: Terms, conditions and stipulations contained in Bill of Sale for Water rights
from Haupt Family Partnership to the Haupt Water Partnership, dated
December 7, 2000, recorded in Volume 4012, page 288, Official Records of
Brazos County, Texas,
The terms, conditions and stipulations contained in the Declaration of
Covenants, Conditions and Restrictions, executed by Greens Prairie
Investors, Ltd., dated March 3, 2009, recorded in Volume 8986, page 115
and amended in Volume 10671, page 145 and management certificate in
Volume 9520, apge 215, Official Records of Brazos County, Texas.
Brazos County .A.bstract Company
"More than 140 Years of Title Service"
Maintenance charge as set forth in the Declaration of Covenants, Conditions
and Restrictions executed by Greens Prairie Investors, Ltd., dated March 3,
2009, recorded in Volume 8986, page 115 and amended in Volume 10671,
page 145, Official Records of Brazos County, Texas.
All leases, grants, exceptions or reservations of coal, lignite, oil, gas and
other minerals, together with all rights, privileges and immunities relating
thereto, appearing in the Public Records, whether listed or not. There may
be leases, grants, exceptions or reservations of mineral interests that are not
listed.
THIS TITLE REPORT IS ISSUED WITH THE EXPRESS UNDERSTANDING, EVIDENCED BY
THE ACCEPTANCE OF SAME THAT THE UNDERSIGNED, BRAZOS COUNTY ABSTRACT
COMPANY DOES NOT UNDERTAKE HEREIN TO GIVE OR EXPRESS ANY OPINION AS
TO THE VALIDITY OF THE TITLE TO THE PROPERTY ABOVE DESCRIBED, NOR AS TO
THE VALIDITY OF ANY OF THE INSTRUMENTS REPORTED HEREIN, INCLUDING THE
PURPORTED DEED(S) ESTABLISHING THE RECORD OWNER(S) CITED ABOVE, BUT IS
SIMPLY REPORTING BRIEFLY HEREIN AS TO THE INSTRUMENTS FOUND OF RECORD
PERTAINING TO SAID PROPERTY, AND IT IS EXPRESSLY UNDERSTOOD AND AGREED
THAT THIS TITLE REPORT IS NEITHER A GUARANTY NOR WARRANTY OF THE TITLE.
BY ACCEPTANCE OF THIS TITLE REPORT IT IS UNDERSTOOD THAT THE LIABILITY
OF THE ISSUER HEREOF IS EXPRESSLY LIMITED TO THE ACTUAL MONETARY
CONSIDERATION PAID FOR SAID REPORT BY GOOUWIN-LASITER. THIS SEARCH HAS
BEEN LIMITED TO THE ABOVE MATTERS AND THE ABOVE TIME PERIOD; AND WE
HAVE NOT SEARCHED FOR, NOR HAVE REFLECTED HEREIN, ANY EXAMINATION AS
TO TAX SUITS, SPECIAL ASSESSMENTS, CONFLICTS OR OTHER INSTRUMENTS
WHICH MAY AFFECT TITLE TO THE SUBJECT PROPERTY. IF TITLE INSURANCE
COVERAGE, WHICH IS NOT PROVIDED BY THIS REPORT, IS NEEDED, SAID
COVERAGE IS AVAILABLE THROUGH THE APPLICABLE PROMULGATED
POLICY(IES), AND AT A SPECIFIED RATE PREMIUM.
BRAZOS COUNTY ABSTRACT COMPANY
LISA KEMP