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HomeMy WebLinkAboutmanagers certificate....a Wd vv , - MANAGER'S CERTIFICATE I the undersigned, Manager of GREENS PRAIRIE ASSOCIATES, LLC, a Texas limited liability company (the "Company") do hereby certify that: (i) the Company is duly organized and existing under the laws of the State of Texas and is authorized to do business in the State of Texas; that all franchise and other taxes required to maintain its company existence have been paid when due and that no such taxes are delinquent; that no proceedings are pending for the forfeiture of its Certificate of Organization or for its dissolution, voluntarily or involuntarily; that it is fully qualified and in good standing to do business in all jurisdictions in w hich the nature of its business requires it to be qualified; that there is no provision of the Articles of Organization or Regulations of the Company limiting the power of the Members to pass the Resolutions set forth below; (ii) GREENS PRAIRIE ASSOCIATES, LLC, is the sole general partner of GREENS PRAIRIE INVESTORS, LTD. (the "Partnership"), and that GREENS PRAIRIE INVESTORS LTD., is a limited partnership duly organized and existing under the laws of the State of Texas and is authorized to do business in the State of Texas; and (iii) on the 1 S' day of January, 2007, by written consent of the Manager(s) of the Company, the following resolutions were unanimously adopted and recorded in the minutes of the books of said Company kept by the Company and are in accord with and pursuant to the Articles of Organization and Limited Liability Company Agreement of the Company and are now in full force and effect, to-wit RESOLVED, that WALLACE PHILLIPS, DAWN PHILLIPS and VICKI HILLERT, acting individually, be, and are hereby authorized, empowered, and directed to execute, acknowledge, and deliver on behalf of the Company, as the general partner of the Partnership, such contracts, assignments, affidavits, deeds, deeds of trust, financing statements, security agreements, and other instruments, containing any terms and conditions that they may, in their sole discretion, deem necessary or desirable in connection with all property now owned or hereafter acquired by the Partnership, located in Brazos County, Texas; and the attestation by the Secretary of the Company and the affixation of the seal of the Company shall not be necessary; RESOLVED FURTHER, that WALLACE PHILLIPS (being one and the same person as WALLACE S. PHILLIPS, III), the Manager of the Company, is directed to certify the Minutes of this meeting and the contents of these resolutions and to deliver such certification in support of the authority of the above officers to act, individually, on behalf of the Company. 1 further certify that the following are the duly elected and incumbent manager and officers of the Company and that the true and correct signatures of the individuals authorized to act on behalf of the Company are as set forth beside his or her name: n v a a.a:vn u; PRINT NAME WALLACE PHILLIPS DAWN PHILLIPS VICKI HILLERT TITLE Manager/President Vice President/Secretary Vice President SIGNATURE yyvvvi vvu WALLACE PHILLIPS, Managel" of GREENS PRAIRIE ASSOCIATES, LLC, a Texas limited liability company THE STATE OF TEXAS § COUNTY OF BRAZOS § This instrument was acknowledged before me on this the day of March, 2010, by WALLACE PHILLIPS, Manager of GREENS PRAIRIE ASSOCIATES, LLC, a Texas limited liability company, on behalf of said company. ~I MERLEY STONE MYCOMMISsIONEXPIRES Notary Public, State of Te as r= odob". 2012