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HomeMy WebLinkAboutarticles of organizationF11 ED ARTICLES OF ORGANIZATION In the Office of the Secretary of State of Texas OF CCAA, L.L.C. MAY 2 5 2001 The undersigned, acting as organizer of a limited liability cone Limited Liability Company Act, does hereby adopt the following Articles of Organization for such Limited Liability Company. ARTICLE I NAME The name of the Limited Liability Company is CCAA, L.L.C. Such Limited Liability Company is referred to below as the Company. ARTICLE II DURATION The period of duration of this Company is perpetual, or until the earlier dissolution of the Company in accordance with the provisions of these Articles of Organization or the Company's regulations not in conflict with these Articles of Organization. ARTICLE III PURPOSE The purpose for which the Company is organized is to conduct any lawful business, to promote any lawful purpose and to engage in any lawful act or activity for which limited liability companies may be organized under the Texas Limited Liability Company Act, including but not limited to, the purchase, development, sale, service, lease and management of personal and real properties of all kinds and descriptions. ARTICLE IV COWAENCEMENT OF BUSINESS The Company will not commence business until it has received for the issuance of its certificates of membership interest consideration consisting of money, labor done, a promissory note, or property received. ARTICLE V VOTING A. Number of Votes. On each matter on which the membership interest is entitled to vote, a Member will have one (1) vote or a fraction of one vote per one percent of membership interest or fraction of membership interest owned by the Member. B. Cumulation of Votes. Cumulative voting is not allowed. C. Pre-emptive Rights. Pre-emptive rights do not exist. ARTICLE VI REGISTERED OFFICE, AGENT The street address of the initial registered office of the Company is 2108 Maloney, Bryan, Texas 77802, and the name of its initial registered agent at such address is Charles V. Mancuso. ARTICLE VII MANAGEMENT BY MANAGERS The Company shall be managed by a manager or managers. The number of initial Managers is one, and the name and address of the person who is to serve as Manager until the first annual meeting of the Members or until his successor is elected and qualified is as follows: Names of Managers Charles V. Mancuso Addresses P.O. Box 5449 Bryan, Texas 77805 ARTICLE VIII ORGANIZER The name and address of the organizer is: Charles V. Mancuso P.O. Box 5449 Bryan, Texas 77805 ARTICLE IX INITIAL REGULATIONS The initial Regulations will be adopted by the Managers. The powers to alter, amend, or repeal the Regulations or adopt new Regulations is vested in the Members. ARTICLE X INDEMNIFICATION To the full extent permitted by Texas law, no Manager of the Company shall be liable to the Company or its Members for monetary damages for an act or omission in such Manager's capacity as a Manager of the Company, except that this Article does not eliminate or limit the Liability of a Manager to the extent the Manager is found liable for (i) a breach of the Manager's duty of loyalty to the Company or its Members; (ii) an act or omission not in good faith that constitutes a breach of duty of the Manager to the Company or an act or omission that involves 2 intentional misconduct or a knowing violation of the law; (iii) a transaction from which the Manager received an improper benefit whether or not the benefit resulted from an action taken within the scope of the Manager's office; or (iv) an act or omission for which the liability of a Manager is expressly provided by an applicable statute. Any repeal or amendnent of this Article by the Members of the company shall be prospective only and shall not adversely affect any limitation on the liability of a Manager of the Company existing at the time of such repeal or amendment. In addition to the circumstances in which the Manager of the Company is not liable as set forth in the preceding sentences, the Manager shall not be liable to the fullest extent permitted by any provision of the statutes of Texas hereafter enacted that further limits the liability of a Manager or of a director of a corporation. The foregoing elimination of the liability to the Company or its Members for monetary damages shall not be deemed exclusive of any other rights or limitations of liability or indemnity to which a Manager may be entitled under any other provision of the Articles of Organization or the Regulations of the Company, contract or agreement, vote of Members and/or disinterested Managers of the Company, or otherwise. ARTICLE XI ACTION WITHOUT MEETING The provisions of the Texas Limited Liability Company Act, and any amendments thereto, permitting actions to be taken by the Members, by the Managers, or any committee by written consent to action, by transmitted writing, and by conference telephone meeting, shall be applicable to this Company. Prompt notice of the taking of any action by Members without a meeting by less than unanimous written consent shall be given to those Members who did not consent in writing to the action. ARTICLE XII RESTRICTED TRANSFERABILITY The assignee or transferee of a membership interest who is not already admitted as a Member of the Company shall have no right to participate in the business or affairs of the Company unless and until the assignee is admitted as a member by vote of a majority in interest of the Members other than the assignor of such interest. Any membership interest in the Company will be subject to further restrictions on its transferability not in conflict with the foregoing as set out in the Regulations of the Company, which Regulations will be kept with the records of the Company. The Company will provide a copy of the Regulations without charge to any record holder of a membership interest upon written request addressed to the Company at its principal business office or its registered agent' s address. IN WITNESS WHEREOF, these Articles of Organization have been executed by this Organizer on this 2 q 14- day of May, 2001. CHARLES V. MANCUSO, Organizer STATE OF TEXAS § COUNTY OF BRAZOS § This instrument was acknowledged before me on this the day of May, 2001, by CHARLES V. MANCUSO. n I EC J. BLACK state of Texas Notary Public, Stat f Texas Expires :.:i` PJ!9ffi 7, 2002 4 OPERATING AGREEMENT OF CCAA, LLC ARTICLE I OFFICES Section 1. Principal Office - The principal office of the Company shall be as set forth in the Articles of Organization. Section 2. Additional Offices - The Company may have such additional offices at such other places within or without the State of Texas as the Members may from time to time determine or as the business of the Company may require. ARTICLE II MEETINGS Section 1. Annual Meeting - An annual meeting of Members shall be held within five (5) months after the close of the fiscal year of the Company on such date and at the time and place (either within or without the State of Texas) as shall be fixed by the Members. At the annual meeting the Members shall elect one or more Operating Managers and other officers and transact such other business as may properly be brought before the meeting. Section 2. Special Meeting - A special meeting of the Members may be called at any time by an Operating Manager and shall be called by an Operating Manager at the request in writing of a majority of the Members entitled to vote at such meeting. Any such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of Members shall be confined to the purposes set forth in the notice thereof. . Section 3. Notice of Meetings - Written notice of the time, place and purpose of every meeting of Members (and, if other than an annual meeting, the person or persons at whose direction the meeting is being called), shall be given by an Operating Manager to each Member of record entitled to vote at such meeting, not less than five (5) nor more than fifty (50) days prior to the date set for the meeting. Notice shall be given either personally or by mailing said notice by first class mail to each Member at such Member's address appearing on the record book of the Company or at such other address supplied by such Member. in writing to an Operating Manager of the Company for the purpose of receiving notice. A written waiver of notice signed by the person or persons entitled to such notice, whether before or after the time of the meeting stated therein, shall be deemed equivalent to the giving of such notice. The attendance by a Member at a meeting, whether in person or by proxy, without protesting the lack of notice thereof shall constitute a waiver of notice of such Member. All notices given with respect to an original meeting shall extend to any and all adjournments thereof, and such business as might have been transacted at the original meeting may be transacted at any adjournment thereof, no notice of any adjourned meeting need be given if an announcement of the time and place of the adjourned meeting is made at the original meeting. Section 4. Quorum - The holders of a majority in interest of the Members present in person or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of Members except as otherwise provided by statute or the Articles of Organization. A Member's interest in the Company shall be in proportion to his contribution to the capital of the Company adjusted from time to time to reflect additions or withdrawals. The phrase "a majority in interests of the Members" shall mean Members who, in the aggregate, shall have a majority of the Capital Contributions of all of the Members. If, however, a quorum shall not be present in person or represented by proxy, the Members present shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, into a meeting wherein a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meetings as originally notified. When a quorum is once present to organize a meeting, such quorum is not deemed broken by the subsequent withdrawal of any Members. Section 5. Voting - Every Member entitled to vote at any meeting shall be entitled to vote in accordance with his interest in the Company held by him of record on the date fixed as the record date for said meeting and may so vote in person or by proxy. Any Company action shall be authorized by a majority in interest of the votes cast by the Members entitled to vote thereon except as may otherwise be provided by statute, the Articles of Organization or this Operating Agreement. Section 6. Proxies - Every proxy must be signed by the Member entitled to vote or by his duly authorized attorney-in-fact and shall be valid only if filed with an Operating Manager of the Company prior to the commencement of voting on the matter in regard to which said proxy is to be voted. No proxy shall be valid after the expiration of eleven (11) months from the date of execution unless otherwise expressly provided in the proxy. Every proxy shall be revocable at the pleasure of the person executing it except as otherwise provided by statute. Unless the proxy by its terms provides for a specific revocation date and except as otherwise provided by statute, revocation shall not be effective unless and until such revocation is executed in writing by the Member who executed such proxy and the revocation is filed with an Operating Manager of the Company prior to the voting of the proxy. Section 7. Members' List - When requested in writing by a Member, a list of Members as of the record date, certified by an Operating Manager of the Company, shall be prepared for each such meeting of Members and shall be produced by an Operating Manager thereat. Section 8. Inspectors at Meetings - In advance of any Member's meeting, the Members may appoint one or more inspectors to act at the meeting or at any adjournment thereof; and, if not so appointed, the person presiding at any such meeting shall, at the request of any Member entitled to vote thereat, appoint one or more inspectors. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. Section 9. Conduct of Meeting - All meetings of Members shall be presided over by the Operating Manager(s), or if such Manager(s) is not present, by a Member chosen by the Members at the meeting. The Operating Manager or the person presiding at the meeting shall appoint any person present to act as secretary of the meeting. ARTICLE III COMMITTEES The Members, by resolution of a majority in interest of the Members, may designate from among themselves one or more committees, each consisting of two or more Members, and each of which, to the extent provided in such resolution, shall have all the authority of the Members except that no such committee shall have authority as to any of the following matters: (a) The filling of vacancies in any committee; (b) The fixing of compensation of the Members for serving on any committee; (c) The amendment or repeal of this Operating Agreement or the adoption of a new Operating Agreement; and (d) The amendment or repeal of any resolution of the Members which by its terms shall not be so amendable or repealable. The Members may designate one or more Members as alternate members of any such committee who may replace any absent Member or Members at any meeting of such committee. Each such committee shall serve at the pleasure of the Members. The Members shall have the power at any time to fill vacancies in, to change membership of, or to discharge any such committee. Committees shall keep minutes of their proceedings and shall report the same to the Members at the meeting of the Members next succeeding. Any action by the committee shall be subject to revision and alteration by the Members, provided that no rights of a third party shall be affected in any such revision or alteration. ARTICLE IV OFFICERS Section 1. Executive Officers - The officers of the Company shall be one (1) Operating Manager (also denoted as President), a Secretary and a Treasurer and such other officers as the Members may determine. Any two or more offices may be held by the same person. Section 2. Election - The Operating Manager and other officers shall be chosen by the Members and shall hold office for the term for which elected and until their successors have been elected and qualified. The Members may from time to time appoint all such other officers as they determine appropriate; and such officers shall hold office from the time of their appointment and qualifications until the time at which their successors are appointed and qualified. A vacancy in any office arising from any cause may be filled by the Members for the unexpired portion of the term. Section 3. Removal - Any officer may be removed from office by the Members at any time, with or without cause. Section 4. Delegation of Powers - The Members may from time to time delegate the powers or duties of any officer of the Company in the event of his absence or failure to act, otherwise, to any other officer or Member or person whom they may select. Section 5. Compensation - The compensation of each officer shall be such as the Members may from time to time determine. Section 6. Operating Manager (President) - The Operating Manager shall be the chief executive officer of the Company and shall have general charge of the business and affairs of the Company, subject, however, to the right of the Members to confer specified powers on other officers and subject generally to the direction of the Members. Unless otherwise ordered by the Members, the Operating Manager, or in the event of such Manager's inability to act, an officer designated by the Members, shall have full power and authority on behalf of the Company to attend and to act and to vote at any meeting of security holders or owners of companies or other entities in which the Company may hold securities or real property interests, and at such meetings shall possess and may exercise any and all rights and powers incident to the ownership of such securities or real property interests, and which, as the owner thereof, the Company might have possessed and exercised, if present. The Operating Manager shall have the power to take all action, and execute requisite documentation, necessary or convenient to acquire, sell, mortgage, lease or otherwise hypothecate the real and personal properties of the Company, all without joinder of any other Manager, Member, officer or other person. The Members, by resolution from time to time, may confer like powers upon any other person or persons. The Operating Manager may also be denoted from time to time as President as the Members or Managers may deem appropriate. Section 7. Secre - The Secretary shall keep the minutes of all meetings and record all votes of Members and committees in a book to be kept for that purpose. He shall give or cause to be given any required notice of meetings of Members or any committee, and shall be responsible for preparing or obtaining from a transfer agent appointed by the Members, the list of Members required by Article II, Section 7 hereof. He shall be the custodian of the seal of the Company and shall affix, or cause to be affixed, the seal to any instrument requiring it and attest the same and exercise the powers and perform the duties incident to the office of Secretary subject to the direction of the Members. Section 8. Treasurer - Subject to the direction of the Members, the Treasurer shall have charge of the general supervision of the funds and securities of the Company and the books of account of the Company and shall exercise the powers and perform the duties incident to the office of the Treasurer. If required by the Members, he shall give the Company a bond in such sum and with such sureties a may be satisfactory to the Members for the faithful discharge of his duties. Section 9. Other Officers - All other officers, if any, shall have such authority and shall perform such duties as may be specified from time to time by the Members. ARTICLE V RESIGNATIONS Any officer of the Company or any member of any committee of the Members, may resign at any time by giving written notice to the Members, the Operating Manager or the Secretary. Any such resignation shall take effect at the time specified therein, or, if the time is not specified therein, upon the receipt thereof, irrespective of whether any such resignations shall have been accepted. ARTICLE VI CERTIFICATES REPRESENTING MEMBERSHIP Section 1. Form of Certificates - Each Member shall be entitled to a certificate or certificates in such form as prescribed by the Members and by any applicable statutes, which Certificate shall certify the interest of the Member in the Company. The Certificates shall be numbered and registered in the order in which they are issued and upon issuance the name in which each Certificate has been issued together with the interest in the Company represented thereby and the date of issuance shall be entered in the membership book of the Company by the Secretary or by the transfer agent of the Company. Each Certificate shall be signed by an Operating Manager and countersigned by the Secretary and shall be sealed with the Company seal or a facsimile thereof. The signatures of the officers upon a Certificate may also be facsimiles if the Certificate is countersigned by a transfer agent or registered by a registrar other than the Company itself or an employee of the Company. In case any officer who has signed or whose facsimile signature has been placed upon a Certificate shall have ceased to be such officer before the Certificate is issued, such Certificate may be issued by the Company with the same effect as if the officer had not ceased to be such at the time of its issue. Section 2. Record Date for Members - For the purpose of determining the Members entitled to notice of, or to vote at, any meeting of Members or any adjournment thereof, or to express consent or dissent from any proposal without a meeting, or for the purpose of determining the Members entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the Members may fix, in advance, a date as the record date for any such determination of Members. Such date shall not be more than fifty (50) days nor less than five (5) days before the date of any meeting nor more than fifty (50) days prior to (i) any action taken without a meeting, (ii) the payment of any dividend, (iii) the allotment of any rights, or (iv) any other action. When a determination of Members of record entitled to notice of, or to vote at, any meeting of Members has been made as provided in this Section, such determination shall apply to any adjournment thereof, unless the Members fix a new record date under this Section for the adjourned date. Section 3. Members of Record - The Company shall be entitled to treat the holder of record of any membership Certificate as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such membership interest on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Texas. ARTICLE VII STATUTORY NOTICES The Members may appoint the Treasurer or any other officer of the Company to cause to be prepared and furnished to Members entitled thereto any special financial notice and/or statement which may be required by any applicable statute. ARTICLE VIII FISCAL YEAR The fiscal year of the Company shall be fixed by the Members by resolution duly adopted; and, from time to time, by resolution duly adopted the Members may alter such fiscal year. If not specified by resolution to the contrary, the fiscal year shall begin on January 1 and shall end on the following December 31. ARTICLE IX COMPANY SEAL The Company seal shall have inscribed thereon the name of the Company, the state of its creation and the abbreviation "L.L.C." and shall be in such form and contain such other words and/or figures as the Members shall determine. The Company seal may be used by printing, engraving, lithographing, stamping or otherwise making, placing or affixing, or causing to be printed, engraved, lithographed, stamped or otherwise made, placed or affixed, upon any paper or document, by any process whatsoever, an impression, facsimile or other reproduction of said Company seal. ARTICLE X BOOKS AND RECORDS There shall be maintained at the principal office of the Company books' of account of all the Company's business and transactions. There shall be maintained at the principal office of the Company, or at the office of the Company's transfer agent, a record containing (i) the names and addresses of all Members, (ii) the number and class of membership interest held by such, and (iii) the dates when they respectively became the owners of record thereof. ARTICLE XI INDEMNIFICATION OF OFFICERS, EMPLOYEES AND AGENTS Any person made or threatened to be made a parry to an action or proceeding, whether civil or criminal, by reason of the fact that such person or such person's estate, then, is, or was a manager, member, employee or agent of the Company, or then serves or has served on behalf of the Company in any capacity at the request of the Company, shall be indemnified by the Company against reasonable expenses, judgments, fines and amounts actually and necessarily incurred in connection with the defense of such action or proceeding, or in connection with an appeal therein, to the fullest extent permissible by the laws of the State of Texas. Such right of indemnification shall not be deemed exclusive of any other rights to which such person may be entitled. ARTICLE XII AMENDMENTS The Members entitled at the time to vote, by vote of a majority in interest of the Members, shall have the power to amend or repeal this Operating Agreement, and to adopt a new Operating Agreement or new Company regulations. IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the 1" day of June, 2001. Operating Manager/: President arles V. Mancuso Secretary: Treasurer: Member: ar es V. Mancuso