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Home My WebLink AboutAuthority to sign1D �07-I D Hc� CFPY In the Office of the Secretary of State of Texas ARTICLES OF CONVERSION OCT 10 2003 Corporations Section Pursuant to the provisions of Article 10.08 of the Texas Limited Liability Company Act and Section. 2.15 of the Texas Revised Limited Partnership Act, the undersigned converting entity certifies the following articles of conversion adopted for the purpose of effecting a conversion in accordance with the provisions of the Texas Limited Liability Company Act and the Texas Revised Limited Partnership Act. 1. A plan of conversion was approved and adopted in accordance with the provisions of Article 10.08 of the Texas Limited Liability Company Act providing for the conversion of RSCS LIMITED COMPANY, a limited liability company organized under the Texas Limited Liability Company Act to RSCS ENTERPRISES, LP a Texas limited partnership. 2. An executed plan of conversion is on file at the principal place of business of the converting entity at 8706 Sandstone, College Station, Texas 77845 and, from and after the conversion, an executed plan of conversion will be on file at the principal place of business of the converted entity at 8706 Sandstone, College Station, Texas 77845. 3. A copy of the plan of conversion will be furnished by the converting entity (prior to the conversion) or by the converted entity (after the conversion) on written request and without cost to any shareholder or member of the converting entity or the converted entity. 4. The approval of the plan of conversion was duly authorized by all action required by the laws under which RSCS LIMITED COMPANY is organized and by its constituent documents. The number of outstanding shares of each class or series of stock of RSCS LIMITED COMPANY entitled to vote, with other shares or as a class, on the plan of conversion are as follows: Number of Share Number of Shares Entitled to Outstanding Class or Series Vote as a Class or Series 1 Common none 5. The number of shares, not entitled to vote only as a class, voted for and against the plan of conversion, respectively, and, if the shares of any class or series are entitled to vote as a class, the number of shares of each such class or series voted for and against the plan of conversion are as follows: Total Voted Total Voted Class or Series FOR AGAINST Number of Shares Entitled to Vote as a Class or Series VOTED FOR AGAINST 1,000 NONE COMMON N/A N /A_ 6. Two copies of the certificate of limited partnership of RSCS ENTERPRISES, LP which is to be created pursuant to the plan of conversion are being filed with the secretary of state with the articles of conversion. IF A LATER EFFECTIVE DATE IS DESIRED, INSERT THE FOLLOWING: 7. The conversion will become effective on OCTOBER 1, 2003, (a date no more than 90 days from the date of filing) at 8:00 a.m., in accordance with the provisions of Article j 10.03 of the Texas Business Corporation Act and section 2.12 of the Texas Revised Limited Partnership Act. (Time cannot be 12 A.M. or 12 P.M.) 8. RSCS ENTERPRISES, LP shall be fully liable for and is authorized to pay when due all fees or franchise taxes accrued or owing and outstanding relating to the operations of RSCS LIMITED COMPANY prior to October 1, 2003, the effective date of the conversion. Dated: RSCS LIMITED COMPANY BY: Signature of Officer or Attorney -in -Fact r� 5 14 L4� Title of Officer or Attorney -in -Fact PLAN OF CONVERSION 1. Name of Converting Entity: 2. Name of Converted Entity: RSCS LIMITED COMPANY RSCS ENTERPRISES, LP 3. The converting entity is continuing its existence in the organization form of the converted entity. 4. The converted entity is to be a Limited Partnership, organized in the state of Texas. 5. The manner and basis of converting the entity into partnership interests are as follows: Each of the shareholders in the converting entity will become a limited partner in the converted entity and they have agreed to use Smith & Smith Construction, L.L.C., as the general partner and it will own a 1.0% interest with the former shareholders owning the remaining 99.0% of the initial ownership interests in the converted entity. 6. Attached to this Plan of Conversion are copies of the organizational documents of the converted entity RSCS ENTERPRISES, LP Dated: !!�� rte/ RSCS ENTERPRISES, P BY: Signature of Officer or A -in -Fact ITS: / �'` -4--- Title of Officer or Attorney -in -Fact r .. 'ry r� �r Corporations Section T E 0 C P.O.Box 13697 AP F Austin, Texas 78711 -3697 `U x CID Office of the Secretary of State October 13, 2003 Attn: Kent Schuster Spence & Schuster, Attorneys at Law PO Box 908 Hearne, TX 77859 USA RE: RSCS Limited Company File Number: 800139256 Jeoffrey S. Connor Secretary of State It has been our pleasure to approve and place on record your articles of conversion. The appropriate evidence is attached for your files. Payment of the filing fee is acknowledged by this letter. If we can be of further service at any time, please let us know. Sincerely, Corporations Section Statutory Filings Division (512) 463 -5555 Enclosure Come visit us on the internet at http: / /www.sos.state.tx.us/ PHONE(512) 463 -5555 FAX(512) 463 -5709 TTY7 -1 -1 Prenared by: Jean Marchione Corporations Section � E 0 Jeoffrey S Connor P.C.Box 13697 5 Secretary of State tin Austin, Texas 78711 -3697 Office of the Secretary of State CERTIFICATE OF CONVERSION The undersigned, as Secretary of State of Texas, hereby certifies that the attached Articles of Conversion for RSCS Limited Company Filing Number: 800139256 Converting it to RSCS ENTERPRISES, LP Filing Number: 800256863 have been received in this office and have been found to conform to law. ACCORDINGLY, the undersigned, as Secretary of State, and by virtue of the authority vested in the Secretary by law, hereby issues this Certificate of Conversion. Dated: 10/10/2003 Effective: 10/10/2003 a (� "I Geoffrey S. Connor Secretary of State Come visit us on the internet at http: / /www.sos.state.tx.us/ PHONE(512) 463 -5555 FAX(512) 463 -5709 TTY7 -1 -1 Prepared by: Jean Marchione Corporations Section CPf E 0�, P.C.Box 13697 Austin, Texas 78711 -3697 x N COD Office of the Secretary of State CERTIFICATE OF FILING OF RSCS ENTERPRISES, LP Filing Number: 800256863 Jeoffrey S. Connor Secretary of State The undersigned, as Secretary of State of Texas, hereby certifies that a certificate of limited partnership for the above named limited partnership has been received in this office and filed as provided by law on the date shown below. Accordingly, the undersigned, as Secretary of State hereby issues this Certificate evidencing the filing in this office. Dated: 10/10/2003 Effective: 10/10/2003 C"Al Geoffrey S. Connor Secretary of State Come visit us on the internet at http: / /www.sos.state,tx.us/ PHONE(512) 463 -5555 FAX(512) 463 -5709 TTY7 -1 -1 Prepared by: Jean Marchione SPENCE & SCHUSTER Attorneys at I:aw 108 W. Fourth Street, P. O. Box 908 Hearne, Texas 77859 V. Bryant Spence (1953 -2002) James Kent Schuster October 23, 2003 Mr. and Mrs. Ron Smith RSCS ENTERPRISES, L.P. 8706 Sandstone College Station, Texas 77845 Tel: (979) 279 -5118 Fax: (979) 279 -6827 RE: Conversion of RSCS Limited Company to RSCS ENTERPRISES, L.P. Dear Ron and Claudia: In regard to the conversion, enclosed are the following: 1. Copy of October 13` letter from Secretary of State 2. Original Certificate of Conversion 3. Original Certificate of Filing 4. File marked Articles of Conversion 5. File- marked Certificate of Limited Partnership 6. Additional documents returned by the Secretary of State's Office a. Certificate of General Partner b. Articles of Organization Also enclosed is my statement for services rendered. Let me know if I can be of any further service in this matter. Very truly yours, 4 G KENT JKS /dcp Enclosures ftI DEPARTMENT OF THE TREASUKY INTERNAL REVENUE SERVICE PHILADELPHIA PA 19255 DATE OF THIS N01__E: 12 -17 -2002 NUMBER OF 'THIS NOTICE: CP 575 B EMPLOYER IDENTIFICATION NUMBER: 81- 0584751 FORM: SSrt4 0534321656 B FOR ASSISTANCE CALL US AT: 1- 800 - 829 -1040 RSCS LIMITED COMPANY SMITH RONALD NEIL MEM 8706 SANDSTONE COLLEGE STATION TX 77845 OR WRITE TO THE ADDRESS SHOWN AT THE TOP LEFT. IF YOU WRITE, ATTACH THE STUB OF THIS NOTICE. WE ASSIGNED YOU AN EMPLOYER IDENTIFICATION NUMBER (EIN) Thank you for your Form SS -4, Application for Employer Identification Number (EIN). We assigned you EIN 81- 0584751. This EIN will identify your business account, tax returns, and documents, even if you have no employees. Please keep this notice in your permanent records. Use your complete name and EIN shown above on all federal tax forms, payments and related correspondence. If you use any variation in your name or EIN, it may cause a delay in processing and incorrect information in your account. It also could cause you to be assigned more than one EIN. Based on the information shown on your Form SS -4, you must file the following forms(s) by the date we show. Form 1065 04/15/2003 Your assigned tax classification is based on information obtained from your Form SS -4. It is not a legal determination of your tax classification and is not binding on the IRS. If you want a determination on your tax classification, you may seek a private letter ruling from the IRS under the procedures set forth in Rev. Proc. 98 -01, 1998 -1 I.R.B. 7 (or the superceding revenue procedure for the year at issue). If you need help in determining what your tax yeAr is, you can get Publication 538, Accounting Periods and Methods, at your local IRS office. If you have questions about the forms shown or the date they are due, you may call us at 1- 800 - 829-1040 or write to us at the address shown above. n (IRS USE ONLY) 575B 810584751 12 -17 -2002 RSC B 0bj4321655 SS -4 Please use the label IRS provided when filing tai documents. If that isn't possible, use your EIN and complete name and address .4hown below to identify your account and to avoid delays in processing. RSCS LIMITED COMPANY SMITH RONALD NEIL MEM 8706 SANDSTONE COLLEGE STATION TX 77845 If this information isn't correct, please correc it using the bottom part of this notice. Return it to the address shown so we car correct your account. Keep this part for your records. Return this part with any correspondence so we may identify your account. Please correct any errors in your name or address. CP 575 B (Rev. 1 -2001 CP 575 B 0534321655 Your Telephone Number Best Time to Call DATE OF T IS NOTICE: 12 -17 -2002 ( ) - EMPLOYER IDENTIFICATION NUMBER: 81- 0584751 FORM: SS *4 INTERNAL REVENUE SERVICE PHILADELPHIA PA 19255 RSCS LIMITED COMPANY SMITH RONALD NEIL MEM 8706 SANDSTONE COLLEGE STATION TX 77845 200320 R13110 rio Department of the Treasury Internal Revenue Service MEMPHIS TN 37501 -0038 SB V Date of this notice: MAY 26, 2003 Taxpayer Identifying Number 81-0584751 Form: Tax Period: For assistance you may call us at: 1- 800 - 829 -0115 III...., Ll�rr�L��LIrLLIIILIJI�JJrLL��rrr��rrrrl RSCS LIMITED COMPANY SMITH RONALD NEIL MEM 8706 SANDSTONE COLLEGE STA TX 77845 - 4981061 Or you may write to us at the address shown at the left. If you write, be sure to attach the bottom part of this notice. NOTICE OF ACCEPTANCE AS AN SLCORPORATION WE HAVE ACCEPTED YOUR ELECTION TO BE TREATED AS AN S CORPORATION WITH AN ACCOUNTING PERIOD OF DECEMBER BEGINNING DEC. 23, 2002.1, PLEASE KEEP THIS NOTICE IN YOUR TAX RECORDS AS VERIFICATION OF YOUR ACCEPTANCE AS AN S- CORPORATION. IF YOU HAVE ANY QUESTIONS ABOUT THIS NOTICE OR THE ACTIONS WE HAVE TAKEN, PLEASE WRITE TO US AT THE ADDRESS SHOWN ABOVE. IF YOU PREFEK, YOU MAY CALL US AT THE IRS TELEPHONE NUMBER LISTED IN YOUR LOCAL DIRECTORY. AN EMPLOYEE THERE MAY BE ABLE TO HELP YOU. HOWEVER, THE OFFICE AT THE ADDRESS SHOWN ON THIS NOTICE IS MOST FAMILIAR WITH YOUR CASE. IF YOU WRITE TO US, PLEASE PROVIDE YOUR TELEPHONE NUMBER AND THE MOST CONVENIENT TIME FOR US TO CALL SO WE CAN CONTACT YOU TO RESOLVE YOUR INQUIRY. PLEASE RETURN THE BOTTOM PART OF THIS NOTICE TO HELP US IDENTIFY YOUR CA THANK YOU FOR YOUR COOPERATION. HELPFUL HINT: FOR FASTER SERVICE, TRY CALLING US ANY DAY EXCEPT MONDAY WHEN OUR CALL VOLUMES ARE HIGHEST. To make sure that IRS employees give courteous responses and correct information to taxpayers, a second IRS employee sometimes listens in on telephone calls. Overlay 5 Form 8089 (Rev.8 -91) Keep this part for your records -------------------------- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Return this art to us with your check or in uiry Your telephone number Best time to call Ill��l�t��l��l�l�l�l�llllrlrllrrirl�l�l��r�r�rr��r��rr��l 200320 28953 - 507 - 00102 -3 INTERNAL REVENUE SERVICE MEMPHIS TN 37501 -0038 261 S A7,n584751 VY 00 000000 RSCS'LIMITED COMPANY SMIT�1 RONALD NEIL MEM 8706 SANDSTONE COLLEGE STA TX 77845 - 4981061 09/20/02 FRI 10:53 FAX 9798468t V'"/ul. Form SS -4 Application for Employer Identification Number tRCV. December 2n0h) (For use o ers, corporsUans, partnerships, trusts, estates, churches, goverrnoent getdas, Iwd"ian tribal entitles, certain IndlvI4uals, and others.) o.ya,t,. a ttue rreasr.ry See rate instruaiares for each line- ► K a ro (or yo ur records. Inmrw ee.erua Sa+YS ► S Sepia °BP co p y yo I Legal name of entity (or IndlvlduaQ (or whore the EIN is acing requested i i'1 t< 2 Trade name of business (if (W-rei t from name on 11 3 Executor. trustee, - can: or name EI N 91 - D O 'I 7 5 i OMB No. 1545.dpp3 V ea Mailing address (room. pL, suite no, and street, or P.O. box) Sa Street address Pi( dif(erent) (Do not enter a P.O. box.) c ! 0 / a ` ab City. %Late. and ZIP code J� TTJ� �� Sb Cit state, and IP code 4 ) 8 County and state where principal business is located 7a Name of principal olfcor, general partner, grantor, owner, or truster 7b 55N, ITIN, EMI T o Type of entity (cheek only one box) ❑ Estate (SSN of. decedent) ❑ Sole proprietor (SSN) ❑ Plan administrator (SSN) ❑ Partnership ❑ Trust (SSN of grantor♦ ❑ Corporation (enter form number to be filed) ► ❑ National Guard ❑ Stateflocal government ❑ Personal service Corp, ❑ Fanners' cooperative ❑ Federal government /military ❑ Church or church - controlled organization ❑ REMIC ❑ Indian tribal govenmentsferterpiises har nonprofit organization (specify) P Group Exemption Number (GEN) ► Odtev s If ► (- Bb If a corporation, name the state or foreign country State Foreign courtlry fir applicable) where Incorporates 9 Reason for applying (check only one box) Banking purpose Nmcdy purposel ► (" (r1KC- Started new bus"tness. (specify type) ► ❑ Changed type of organization (specify new type) ► ❑ Purchased going business ❑ Hired employees (Check the box and see line 12.1 ❑ Created a trust ( specify type) ► ❑ Compliance with IRS withholding regulations ❑ Created a pension plan (specify type) to ❑ Other (specify) ► 10 Date business started or acQui d (month. day, yead 11 tAnxing month ot accounting year 11 `l U 2 12 First date wages or annuities were paid or will be paid (month, day, year), Note: N appificant is a withholding agent, enter date Income will first be paid to nonresldcrrt alien. (month, Clay, year) . ► 13 Highest number of employers expected In the next 12 months. Note: Ilthe applicant does not Acyicul(Ural Househola I Other expert to ha any emp loyees d th e period. enter '-0-.' . . . . . , J2� -r� 40 11 Check one bps ttipt best describes the principal at:tivlty of your business. ❑ Health ere i social assistance ❑ Wholesale- agenUbraker Construction 1EKRenial A leasing ❑ Transportation A warehousing ❑ Accommodadon A food service Cl Wholesale-other ❑ Retail ❑ Real estate ❑ Manufacturing ❑ Finance tc ins u ra nce ❑ O ther (spocify) 15 Indicate orincioal line of merchandise sold; specific cortswalnn work d e; products produced: or services pr carded, CIO V1 ilia Has the applicant ever applied for an errplohr identification Amber for this or any other busnessk ❑ Yes XNo Note: N - Yes, - please complete lines 76t) and 16c. 16b If you checked - Yes - on line 16a, give appkam's legal name and trade name shown on prior application If diferene from line 1 or 2 amue. Legal name ► T r a de name ► 16c Approximate dale when, and city and state where, the application was riled. Enter previous employer identification ntmher if known, Approxknate date ..hen filed (mo., day, yearn City and state _hCre Mad I Previous EW Complete this section ody it you waN to stsharine the nrhtd irtdvidual to recxhre fie entity's EIN and answer questions about the mrnpleeion of INS fwm, Third Oesignca' n me _ oe9QrtECs terepltone rarrttarr (YtcMlde aree codcl Party l �1� G 1 c-j G 3 Designee Andress and ZIP code tleskirtm's ear miniber (i ckide area (9141 ) &C0�5 Under penao6 or ptrj I declare that I rove examited dVS appiimtlon, to ttY her of krwrl eager end Deter. i 6 tee and compkye. ApppigA's tdgAwm number indide uu cede) Aeri Name and e R or rA cMarl ) DI a (a- t (`l_� e l ) Applic lac / number (i zbde is h txde) " 9- ► �..� pate ► -U ( � r l) 1p�1 �� For Pri -acy Act and Paperwork Reductlon Act Nobr:p, see Separate instructions. Cat, No 16OSSN Form SS -4 (Rev. 12- 2(x)1) Form 2553 Election by a Small Business Corporation (Rev. December 2002) (Under section 1362 of the Internal Revenue Code) OMB No. 1545 -0146 Department of the Treasury ► See Parts II and III on back and the separate instructions. Internal Revenue Service ► The corporation may either send or fax this form to the IRS. See page 2 of the instructions. Notes: 1. Do not file Form 11205, U.S. Income Tax Return for an S Corporation, for any tax year before the year the election takes effect. 2. This election to be an S corporation can be accepted only if all the tests are met under Who May Elect on page 1 of the instructions; all shareholders have signed the consent statement; and the exact name and address of the corporation and other required form information are provided. 3. If the corporation was in existence before the effective date of this election, see Taxes an S Corporation May Owe on page 1 of the instructions. FOM Election Information Na a S of corporation (see instructions) A E ployer identificatio n � §er � � � Please Nun e and room or suite no. (If P.O. box, nstructions. B Date incorporated or T yp e nt / C1R --�M Of O °Z City or town, state, and ZIP code C State of incorporation S - h T - 7 7 S' C/ 5 r I/a s D Check the applicable bo es) if the corporation, after applying for the EIN shown in A above, changed its name LJ or ad dre s s LJ E Election is to be effective for tax year beginning (month, day, ear) ► F Name and title of officer or legal representative who the IRS may call for more information G Telephone number of officer or legal representative ( 7'1) & , 3 H If this election takes effect for the first tax year the corporation exists, enter month, day, and year of the earliest of the following: (1) date the corporation first had shareholders, (2) date the corporation first had assets, or (3) / 30 / date the corporation began doing business . . . . . . . . . . . . . . . . . . . ► 1 i 1 Selected tax year: Annual return will be filed for tax year ending (month and day) No .. ..... ......I If the tax year ends on any date other than December 31, except for a 52 -53 -week tax year ending with reference to the month of December, you must complete Part II on the back. If the date you enter is the ending date of a 52 -53 -week tax year, write "52 -53 -week year" to the right of the date. J Name and address of each shareholder; shareholder's spouse having a community property interest in the corporation's stock; and each tenant in common, joint tenant, and tenant by the entirety. (A husband and wife (and their estates) are counted as one shareholder in determining the number of shareholders without regard to the manner in which the stock is owned.) K Shareholders' Consent Statement. Under penalties of perjury, we declare that we consent to the election of the above -named corporation to be an S corporation under section 1362(a) and that we have examined this consent statement, including accompanying schedules and statements, and to the best of our knowledge and belief, it is true, correct, and complete. We understand our consent is binding and may not be withdrawn after the corporation has made a valid election. (Shareholders sign and date below.) L Stock owned M Social security number or employer identification number (see instructions) N Share - holder's tax year ends (month and day) Number of shares Dates acquired Signature Date Jo(o s� .�� ' f-1 cr�- Tx ) Zo 143 VU4 R 2. � �o� sue- l (•e Sif rk,+i o - ,��103 JZJ� c C under penalties or perjury, i aectare tnat I nave examined tnls election, Including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and commplete. C Signature of officer ► l ' �?t.�. lC J/lA� Title ► Date ► For Paperwork Reduction Act Notice, see page 4 of the instructions. Cat. No. 186298 Form 2553 (Rev. 12 -2002) Form 2553 (Rev. 12 -2002) Page 2 Selection of Fiscal Tax Year (All corporations using this part must complete item 0 and item P, Q, or R.) O Check the applicable box to indicate whether the corporation is: 1. ❑ A new corporation adopting the tax year entered in item I, Part I, 2. ❑ An existing corporation retaining the tax year entered in item I, Part I. 3. ❑ An existing corporation changing to the tax year entered in item I, Part I. P Complete item P if the corporation is using the automatic approval provisions of Rev. Proc. 2002 -38, 2002 -22 I.R.B. 1037, to request (1) a natural business year (as defined in section 5.05 of Rev. Proc. 2002 -38) or (2) a year that satisfies the ownership tax year test (as defined in section 5.06 of Rev. Proc. 2002 -38). Check the applicable box below to indicate the representation statement the corporation is making. 1. Natural Business Year ► ❑ I represent that the corporation is adopting, retaining, or changing to a tax year that qualifies as its natural business year as defined in section 5.05 of Rev. Proc. 2002 -38 and has attached a statement verifying that it satisfies the 25% gross receipts test (see instructions for content of statement). I also represent that the corporation is not precluded by section 4.02 of Rev. Proc. 2002 -38 from obtaining automatic approval of such adoption, retention, or change in tax year. 2. Ownership Tax Year ► ❑ I represent that shareholders (as described in section 5.06 of Rev. Proc. 2002 -38) holding more than half of the shares of the stock (as of the first day of the tax year to which the request relates) of the corporation have the same tax year or are concurrently changing to the tax year that the corporation adopts, retains, or changes to per item I, Part I, and that such tax year satisfies the requirement of section 4.01(3) of Rev. Proc. 2002 -38. 1 also represent that the corporation is not precluded by section 4.02 of Rev. Proc. 2002 -38 from obtaining automatic approval of such adoption, retention, or change in tax year. Note: If you do not use item P and the corporation wants a fiscal tax year, complete either item Q or R below. Item Q is used to request a fiscal tax year based on a business purpose and to make a back -up section 444 election. Item R is used to make a regular section 444 election. Q Business Purpose —To request a fiscal tax year based on a business purpose, you must check box Q1. See instructions for details including payment of a user fee. You may also check box Q2 and /or box Q3. 1. Check here ► ❑ if the fiscal year entered in item I, Part I, is requested under the prior approval provisions of Rev. Proc. 2002 -39, 2002 -22 I.R.B. 1046. Attach to Form 2553 a statement describing the relevant facts and circumstances and, if applicable, the gross receipts from sales and services necessary to establish a business purpose. See the instructions for details regarding the gross receipts from sales and services. If the IRS proposes to disapprove the requested fiscal year, do you want a conference with the IRS National Office? ❑ Yes ❑ No 2. Check here ► ❑ to show that the corporation intends to make a back -up section 444 election in the event the corporation's business purpose request is not approved by the IRS. (See instructions for more information.) 3. Check here ► ❑ to show that the corporation agrees to adopt or change to a tax year ending December 31 if necessary for the IRS to accept this election for S corporation status in the event (1) the corporation's business purpose request is not approved and the corporation makes a back -up section 444 election, but is ultimately not qualified to make a section 444 election, or (2) the corporation's business purpose request is not approved and the corporation did not make a back -up section 444 election. R Section 444 Election —To make a section 444 election, you must check box R1 and you may also check box R2. 1. Check here ► ❑ to show the corporation will make, if qualified, a section 444 election to have the fiscal tax year shown in item I, Part I. To make the election, you must complete Form 8716, Election To Have a Tax Year Other Than a Required Tax Year, and either attach it to Form 2553 or file it separately. 2. Check here ► ❑ to show that the corporation agrees to adopt or change to a tax year ending December 31 if necessary for the IRS to accept this election for S corporation status in the event the corporation is ultimately not qualified to make a section 444 election. [� Qualified Subchapter S Trust (QSST) Election Under Section 1361(d)(2)` Income beneficiary's name and address I Social security number Trust's name and address Employer identification number Date on which stock of the corporation was transferred to the trust (month, day, year) . ► In order for the trust named above to be a QSST and thus a qualifying shareholder of the S corporation for which this Form 2553 is filed, I hereby make the election under section 1361(d)(2). Under penalties of perjury, I certify that the trust meets the definitional requirements of section 1361(d)(3) and that all other information provided in Part III is true, correct, and complete. Signature of income beneficiary or signature and title of legal representative or other qualified person making the election Date 'Use Part III to make the QSST election only if stock of the corporation has been transferred to the trust on or before the date on which the corporation makes its election to be an S corporation. The ASST election must be made and filed separately if stock of the corporation is transferred to the trust after the date on which the corporation makes the S election. 0 Form 2553 (Rev. 12 -2002) Form 8832 (Rev. September 2002) Depwunent of the Treasury Internal Revenue service Name of entity Entity Classification Election LI - e -CC-� Type Number, street, and room or suite no. If a P O. box, see C s Print or v EIN ► N q 7j or town, state, and ZIP code. If a foreign address, enter city, province or state, a[ code and country. 1 Type of election (see instructions): a)<lnitial classification by a newly formed entity. b ❑ Change in current classification. 2 Form of entity (see instructions): a,A domestic eligible entity electing to be classified as an association taxable as a corporation. b ❑ A domestic eligible entity electing to be classified as a partnership. c ❑ A domestic eligible entity with a single owner electing to be disregarded as a separate entity. d ❑ A foreign eligible entity electing to be classified as an association taxable as a corporation. e ❑ A foreign eligible entity electing to be classified as a partnership. f ❑ A foreign eligible entity with a single owner electing to be disregarded as a separate entity. 3 Disregarded entity information (see instructions): b c Country 9 of organization of entity electin to be disregarded (if foreign) ► ........� Identifying number of owner ► .. .... ........... ................... ... ... ...... 4 Election is to be effective beginning (month, day, year) (see instructions) . . . . . . . . . . .. ► 5 Name and title of person whom the IRS may call for more information I6 That person's telephone number e - Xn ro - 3 v Consent Statement and Signature(s) (see instltuctions) Under penalties of perjury, I (we) declare that I (we) consent to the election of the above -named entity to be classified as indicated above, and that I (we) have examined this consent statement, and to the best of my (our) knowledge and belief, itlis true, correct, and complete. If I am an officer, manager, or member signing for all members of the entity, I further declare that I am authorized to execute this consent statement on their behalf. Signature(s) Date Title r C 1 A - 20 - C) For Paperwork Reduction Act Notice, see page 4. Cat. No. 225988 Form 8832 (Rev. 9.2002) OMB No. 1545 -1516 H I RATIFICATION AND CONSENT IN ]LIEU OF ORGANIZATIONAL MEETING OF THE MEMBERS OF RSCS LEMMD COMPANY A LE%MED LIABILITY COAffANY L Consent to Ratification The undersigned members of RSCS LMTED COMPANY, hereinafter referred to as "Members ", consent to and ratify the action which was taken to organize the limited liability company as herein stated. IL Articles of Organization The Articles of Organization for the limited liability company were filed on November 4, 2002. The Secretary of State of the State of Texas issued a formal Certificate of Organization on that date. The Articles of Organization for the limited liability company has been inserted in the company minute book. III. Regulations The regulations which regulate the conduct of the limited liability company's business and affairs have been duly prepared by JAMES KENT SCHUSTER. The regulations have been examined by the Members of the limited liability company and have been adopted and inserted in the company minute book. -1- IV. Officers The following persons have been elected to the following positions: Office Officeholder President RONALD NEIL SMITH Vice President CLAUDIA M. SMITH V. Limited Liability Company Record Book The Members adopted the use of a record book of RSCS LIMITED COMPANY containing a copy of the Articles of Organization, the Certificate of Organization, the Regulations previously approved by the Members, and the company desires to use the record book to maintain its company records. VI. Issuance of Certificates of Membership Interests The Members shall issue, from time to time, certificates of membership of the limited liability company as specified in the Articles of Organization of the professional limited liability company, upon such terms as the Managers or Members, in their discretion, may determine. Certificates of Membership Interest have been issued to the following Members in the percentages set opposite their names and for the consideration da l ted next thereto: Member's Name RONALD NEIL SMITH CLAUDIA M. SMITH Member's Interest 50% $500 50% $500 Certificate Number -2- VII. Commencing Business Consideration has been received for the issuance of the certificates of Membership Interest, and the company is able to commence and transact business and to incur indebtedness. VIII. Organizational Expenses The treasurer is authorized to pay all charges and expenses incident to or arising out of the organization of RSCS LIMITED COMPANY and to reimburse any person who has made any disbursement therefor. IX. Bank Account The treasurer is authorized to open a bank account on behalf ofRSCS LIMITED COMPANY with any banks the president deems appropriate. X. Office An office has been established and shall be maintained at 8706 SANDSTONE, COLLEGE STATION, Texas 77845. Meetings of the Managers from time to time may be held either at the principal office or at such other place as the Managers shall from time to time order. XI. Licenses and Permits The officers were directed to obtain in the name ofRSC5 TED COMPANY, such other licenses and tax permits as may be required for the conduct of the business of THE PURPOSE FOR WHICH THE COMPANY IS ORGANIZED IS FOR THE TRA�SACTION OF ANY AND ALL LAWFUL BUSINESS FOR WHICH LIMITED LIABIL TY COMPANIES MAY BE ORGANIZED. by any federal, state, county, or municipal governmental statute, ordinance, or regulations, and to do all things necessary or convenient to qualify to transact its business in -3- F CERTIFICATE OF LIMITED PARTNERSHIP FILED In the Office of the Secretary of State of Texas OCT 10 1003 1. The name of the limited partnership is RSCS ENTERPRISES, LP Corporations Section 2. The limited partnership is being formed pursuant to the Plan of Conversion dated September 29, 2003. 3. The converting entity is RSCS Limited Company whose address is 8706 Sandstone Drive, College Station, Texas 77845. The converting entity is a Texas limited liability company formed on November 4, 2002. 4. The street address of its proposed registered office in Texas is 8706 SANDS'T'ONE, COLLEGE STATION;, TEXAS 77845 and the name of its registered agent in Texas at such address is RONALD NEIL SMITH. 5. The address of the principal office in the United States where records of the partnership are to be kept or made available is 8706 SANDSTONE, COLLEGE STATION, TEXAS 77845. 6. The name, mailing address, and the street address of the business or residence of each general partner is as follows: Name SMITH & SMITH CONSTRUCTION, L.L.C. Mai ling Ad dress 8706 SANDSTONE, COLLEGE STATION, TEXAS 77845 S treet Ad dress 8706 SANDSTONE, COLLEGE STATION, TEXAS 77845 7. This Certificate of Limited Partnership shall be effective on the date of filing with the Secretary of State. 7 8. The undersigned sign this document subject to the penalties imposed bylaw for the submission of a false or fraudulent document. Date Signed: , 2003. SMITH & SMITH C STRUCTION, L.L.C. By: RONALD NEIL SMITH, Limited Partner CERTIFICATE OF GENERAL PARTNER The General Partner of RSCS ENTERPRISES, LP (the "Partnership ") certifies: 1. The undersigned has custody of the records of the Partnership and is authorized to execute this certificate on behalf of the Partnership. 2. The following was adopted by the General Partner on — , 2003: RESOLVED that, the partnership shall begin operations immediately, including establishing a checking account, employing persons and contractors to do work. 3. The above resolution has not been amended, modified or rescinded and is in full force and affect. The above resolution was adopted in accordance with the terms of the partnership agreement of the Partnership. 4. The Partnership is organized and existing under the laws of the State of Texas. There are no proceedings for dissolution of the Partnership pending. Dated and effective: 7 — C " , 2003. SMITH & SMITH CONSTRUCTION, L.L.C. By: �K oi4.kLb NEIL SMITH, Limited Partner COMPANY CERTIFICATE The undersigned ( "Affiant ") hereby certifies that Affiant is a duly elected and acting officer of RSCS LIMITED COMPANY, a Texas limited liability company ( "Company "), and is authorized to execute and deliver this Certificate, and Affiant further certifies as follows: 1. That I am the custodian of the Company's records and have personal knowledge of the Company's records and each of the matters specified herein. 2. That a true, complete and correct copy ofthe Certificate of Incorporation and Articles of Organization of the Company, as of the date hereof, is attached hereto as Exhibit "A" and incorporated herein by reference for all purposes. 3. That a true, complete and correct copy of the Regulations of the Company, as of the date hereof, is attached hereto as Exhibit "B" and incorporated herein by reference for all purposes. 4. That Exhibit "C" attached hereto and incorporated herein by reference is a true, complete and correct restatement of certain resolutions adopted on , 20 , at a regular or special meeting of the Board of Members duly convened at which a quorum was present or by unanimous written consent of the Board of Members of the Company, which such meeting or unanimous consent was and is in the form required by and in conformity with the Company's Articles of Organization, Regulations, and all applicable law. 5. That none of the resolutions attached hereto have been amended, modified or rescinded, and each such resolution is in full force and effect on the date hereof. 6. That the following named persons are duly elected or appointed, qualified and serving officers of the Company holding, at the date hereof, the offices set forth below, and that the signature set out opposite the name of each officer is the genuine signature of such person, to -wit: Name and Office Signature Manager Manager 7. That: (a) all franchise and other taxes required to amtain the Company's legal existence have been paid when due and that no such taxes are d linquent, as evidenced by the certificate of good standing from the Comptroller of Public Accounts of the State of Texas attached hereto as Exhibit "D" and incorporated herein by reference for all purposes; (b) no proceedings are pending for the forfeiture of the Company's Certificate of Organization or for the Company's dissolution, voluntarily or involuntarily and the Company is in existence in the state of its organization, as evidenced by the Certificate of Existence from the Secretary of State of the State of Texas attached hereto as Exhibit "E" and incorporated herein by reference for all purposes; (c) the Company is duly qualified to transact business in the State of Texas and is in good standing in such state; (d) there is no provision of the Articles of Organization or Regulations of the Company limiting the power of the Board of Members to pass, and for the Company to perform as contemplated by, the resolutions specified herein, and such resolutions are in conformity with the provisions of said Articles of Organization and Regulations. IN WITNESS WHEREOF, I have hereunto set my hand and the seal of the Company as of the 25 day of April, 2003. AFFIANT Z4 STATE OF TEXAS COUNTY OF BRAZOS SWORN TO AND SUBSCRIBED 1 certify which, witness my hand and seal of o ME oo this _ day of April, 2003 to . - -- - N1 ,JAY DON W�'��'S+� A */ �# Notary Pubic. �i:ta �t Ta;;as / My Commission Expir ®s / MAY 31 9005 of Texas RSCS Limited Company 8706 Sandstone College Station, Tx 77845 July 14, 2003 Internal Revenue Service Philadelphia, PA 19255 RE: Revoke Election for Font 8832 and Form 2553 To Whom It May Concern: RSCS Limited Company EIN 81 -0584751 filed form 8832 to be classified as an association taxable as a corporation and form 2553 to be classified as a S-corporation starting December 23, 2002 (the date of the formation of the entity). We would like to have these elections revoked starting December 23, 2002 pursuant to code section 1362 (d)(2). We did not start business until 2003 therefore no return will be filed for the year 2002. The request to revoke the original election is based on professional advice. All members involved have agreed to the change. We have enclosed the approval letters for each election for your reference. If you should have"any questions please contact me at 979 - 764 -9663. Sincerely, Ronald Smith Member Certification of Account Status - L...ter of Good Standing Page 1 of I T ms Co mmo PuBuc Accoum CAROLS KE ETON STRAYHORN , COMPTROLLER • AUST M, TEXAS 78774 April 24, 2003 CERTIFICATE OF ACCOUNT STATUS THE STATE OF TEXAS COUNTY OF TRAVIS I, Carole Keeton Strayhorn, Comptroller of Public Accounts of the State of Texas, DO HEREBY CERTIFY that according to the records of this office RSCS LIMITED COMPANY is, as of this date, in good standing with this office having no franchise tax reports or payments due at this time. This certificate is valid through the date that the next franchise tax report will be due February 2, 2004. This certificate does not make a representation as to the status of the corporation's Certificate of Authority, if any, with the Texas Secretary of State. This certificate is valid for the purpose of conversion when the converted entity is subject to franchise tax as required by law. This certificate is not valid for the purpose of dissolution, merger, or withdrawal. GIVEN UNDER MY HAND AND SEAL OF OFFICE in the City of Austin, this 24th day of April, 2003 A.D. Carole Keeton Strayhorn Texas Comptroller Taxpayer number: 32009102248 File number: 0800139256 Forth 05.304 (Rev. 02 -03/14) 1,++„•11P..,,a r„a ctntP tx nc/ nna /cPrvletlena_ann.coa.CoaLetter 4/24/03 810584751 VY 00 000000 20031 7430 ��.... -. R05089 SBV Department of the Treasury Internal Revenue Service Date of this notice: MAY 19, 2003 MEMPHIS TN 37501 -0038 Number of this notice: 277 Taxpayer Identification Number: 81 0584751 RSCS LIMITED COMPANY SMITH RONALD NEIL MEM 8706 SANDSTONE COLLEGE STA TX 77845 - 4981061 For assistance you may call us at: 1 800 - 829 - 0115 WE HAVE APPROVED YOUR FORM 8832, ENTITY CLASSIFICATION ELECTION WE HAVE APPROVED YOUR ELECTION AS A DOMESTIC ELIGIBLE ENTITY TO BE CLASSIFIED AS AN ASSOCIATION TAXABLE AS A CORPORATION. THE EFFECTIVE DATE OF THIS ELECTION IS DEC. 23, 2002. If you have any questions about this notice, please call us at the number shown above. If you prefer you can write us. If you write, please include the bottom part of this notice. Please provide your telephone number and the best time for us to call if we need to reach you. Helpful Hint: For faster service, try calling us any day except Monday when our call volumes are highest. Thank you for your cooperation. Keep this part for your records Return this part to us with inquiry Your telephone number Best time to call SB Illnn�l�ln��lu�l�l�l�l�llll�l�ll��l�l�l�lu�nn�n�u��1 Form: Tax Period: CP -�77 Taxpayer Identification Number: 81-0584751 Internal Revenue Service RSCS LIMNED COMPANY MEMPHIS TN 37501 -0038 SMITH RON LD NEIL MEM 8706 SAND TONE COLLEGE S A TX 77845 - 4981061