HomeMy WebLinkAboutArticles of OrganizationNOV. 1.2004 4:47PM F. 2IGHT LAW FIRM
ARTICLES OF ORGANIZATION
OF
FOUR AGGIE INVESTMENTS I, LLC
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1, the undersigned natural person of the age of eighteen (18) years or more, acting as organizer(s)
of a limited liability company under the Texas Limited Liability Company Act, do hereby adopt the
following Articles of Organization for such Limited Liability Company.
ARTICLE ONE
The name of the Limited Liability Company is l=our Aggie Investments I, LLC.
ARTICLE TWO
The period of duration of this Limited Liability Company is thirty (30) years from the date of the
filing of these Articles of Organization with the Secretary of State or until the earlier dissolution of the
Limited Liability Company in accordance with the provisions of its regulations.
ARTICLE THREE
The purpose for which the Limited Liability 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 FOUR
The Limited Liability Company shali have the powers provided for a corporation under the Texas
Business Corporation Act and a limited partnership under the Texas Revised Limited Partnership Act,
ARTICLE FIVE
The Limited Liability 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 SIX
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
r, owned by the member,
d
Cumulative voting is not allowed,
Preemptive rights do not exist.
NOV. 1. 2004 4:48PH Ft,-..IGHT LAW FIRM NO. 118 P. 3/6
ARTICLE SEVEN
The street address of the initial registered office of the Limited Liability Company is 2825 N. 19",
Waco, Texas 76708, and the name of its initial registered agent at such address is Andy Restivo. The
address of the principal place of business is 2825 N. 190, Waco, Texas 76708.
ARTICLE EIGHT
The management of the Limited Liability Company Is hereby reserved to the members, and the
names and addresses of such members are as follows:
Hunter Goodwin
506 S.W. Parkway West
College Station, Texas 77840
Jack Restivo
4420 Village Oak
Waco, Texas 76710
Andy Restivo
3001 Deerwood Dive
Waco, Texas 76710
Dr. David Jansma
4416 Village Oak
Waco, Texas 76710
4
ARTICLE NINE
The name and address of the organizer is: Melinda Reyne Hedrick, P.Q. Box 7575, Waco, TX
76714.
ARTICLE TEN
The initial Regulations will be adopted by the Members. The powers to alter, amend, or repeal
the Regulations or adopt new Regulations is vested in the Members.
ARTICLE ELEVEN
To the full extent permitted by Texas law, no Member of the Limited Liability Company shall be
liable to the Limited Liability Company or other Members for monetary damages for an act or omission
in such Member's capacity as a Member of the Limited Liability Company, except that this Article does
not eliminate or limit the Liability of a Member to the extent the Member is found liable for (i) a breach of
the Member'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 Member to the Company or an act or omission that involves intentional
misconduct or a knowing violation of the law; (iii) a transaction from which the Member received an
improper benefit whether or not the benefit resulted from an action taken within the scope of the
Member's office; or (jv) an act or omission for which the Liability of a Member is expressly provided by
2
NOV. 1.2004 5:19PN F 2IGHT LAW FIRM
NO. 122 ~P.3-'
an applicable statute, Any repeal or amendment 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 Member of the Company
sxisting at the time of such repeal or amendment. in addition to the circumstances in which the Member
of the Company is not liable as set forth in the preceding sentences, the Member 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 Member or manager of a corporation. The foregoing elimination of the liability to the
Limited Liability Company or other Members for monetary damages shall not be deemed exclusive of any
other rights or limitations of liability or indemnity to which a Member may be entitled under any other
provision of the Articles of organization or the Regulations of the Limited Liability Company, contract or
agreement, Vote of Members and/or disinterested Members of the Limited Liability Company, or
otherwise.
ARTIC E TWELVE
Any action required by the Texas Limited Liability Company Act, and any amendments thereto,
to be taken at any annual or special meeting of Members of the Limited Liability Company, may be taken
without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth
the action so taken, shall be signed by the holder or holders of membership interest having not less than
the minimum number of votes that would be necessary to take such action at a meeting at which the
holders of all membership interest entitled to vote on the action were present and voted. Any such written
consent must be dated, signed and delivered in the manner required by, and shall be effective for the
period specified by the Texas Limited Liability Company Act, and any amendments thereto, and the
taking of any such action by written consent shall be subject to satisfaction of all applicable requirements
of such Act.
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.
ARTICL THIRTEEN
The membership interest of the Limited Liability Company will be subject to restrictions on its
transferability as set out in the regulations of the Limited Liability Company, which Regulations will be
kept with the records of the Limited Liability Company. The Limited Liability Company will provide a copy
of the Regulations without charge to any record holder of a membership Interest upon written request
addressed to the Limited Liability Company at its principal business office or its registered agent's
address.
ARTICL!: FOURTEEN
These Articles of Organization may be amended, modified, supplemented or restated in any
manner permitted by applicable law and approved by the affirmative vote of members owning more than
fifty percent (50%) in interest of all of the membership interests in the Company then outstanding.
IN WITNESS WHEREOF, I have hereunto set hand this j-11
day of November. 2004.
c r
Melinda eyna e k (/f~~/
NOV. 1.2004 4:40PN FU, IGHT LAW FIRM NO. Ile P.,1/6
LETTER OF CONSENT TO USE SIMILAR ENTITY NAME
FourAggie Investments, LLC, a Texas limited liability company, consents to the use
by Four Aggle Investments 1, LLC, of that entity name, which the Texas Secretary of
State's Office has determined is "similar requiring a fetter of consent
Use of this name is authorized by a Member of Four Aggie Investments, LLC.
4
Four Aggle Investments, LLC
By,
Tfif c y , Member
a
KAMIALimitoftestivaNUr Consmt l.wp6
4
i? 2/fib DEC 2 0 2 004 FAZ' S PMsa1 ]RIGHT LAW FIRM( UEVELOPOST
4
I
4
NO 25P 11 U
i, the ~rc of the
Secretary nt state of Texas
DEc j o ?004
CIERWICAT$ OF AMX"M NT rarporafi'ons Section
TO THE
CERTIFICATE OF LIM[TED IPARTNFMMP
Pursuant to the provisions of Section 2.02 of the Texas Revised Parmership Act. tli.-
undersiigned litnited partnership desim to amend its certificaw of limited partnership and for that
purpose submits tlae following certificate of amendment.
1. The name of the limited parnwrstup is Four Ags Investments, LP.
2. The certificate of limited partnership is amended as follows:
4 The name, mailing address and sheet address of the business or residence of eaeb
general partner is as follows:
Four Aggi.e Investments L LLC
2825 N. 19'h, Waco, TX 76708
Dated December 30, 2004,
Four Aggie Investments 1, LLC
General Partner
Y. - 4- -
runt odwin, Member
Four Aggia Investments, LLC
General Partnex
By:
-Tiffu-nter win, Member
AmcudLP,rtf
FILED
In the Office of the
Secretary of State of Texas
CERTIFICATE OF LIMITED PARTNERSHIP
-
NOV 0 7 2001
1. The name of the limited partnership is Four-Ags Investments, LP.
corporations Section
2. The street address of its proposed registered office in Texas is 2825 N. I W1, Waco,
Texas 76708, and the name of its proposed registered agent in Texas at such'
address is Andy Restivo.
3. The address of the principal office in the United States where records of the
partnership are to be kept or made available is 2825 N. 191h, Waco, Texas 76708.
4. The name, the mailing address, and the street address of the business or residences
of each general partner is as follows:
Four Aggie Investments, LLC
2825 N. 191h, Waco, Texas 76708
Date signed;
FourAggie Investments, LLC
General Partner
BY:
An R stivo, Member
.i 3
l+ 1 Y Y 1
LETTER OF CONSENT TO USE SIMILAR BNTITY NAME
Foot Aggie Investments, LLC, a Texas limited liability company, consents to the use by Four
Ags Investments, LP of that entity namt, which the Texas Secretary of State's Office has determined
is "similar requiring a letter of consent"
Use of this name is authorized by a Member of Four Aggie Investments, LLC .
Four Aggie Investments, LLC -
By
Andy 'vo, Member
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