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ARTICLES OF ORGANIZATION
OF
SMILING MALLARD MANAGEMENT, LLC
December 4, 2000
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Elton Bomer, Secretary of State
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FILED
In the Office of the
ARTICLES OF ORGANIZATION Secretary of State of T@Xaa
OF DEC 05 2000
SMILING MALLARD MANAGEMENT, LLC Corporations S8CCfion
I, the undersigned natural person of the age of eighteen years or more, acting as the
organizer of a limited liability company (the "Company") under the Texas Limited Liability
Company Act, do hereby adopt the following Articles of Organization for such Company:
ARTICLE I
The name of the Company is SMILING MALLARD MANAGEMENT, LLC.
ARTICLE II
The period of duration of the Company is perpetual.
ARTICLE III
The purpose for which the Company is organized is to transact any or all lawful business
for which limited liability companies may be organized under the Texas Limited Liability
Company Act.
ARTICLE IV
The address of the Company's principal place of business in Texas is as follows:
3608 East 29th Street, Suite 100
Bryan, TX 77802
ARTICLE V
The name and address of the Company's initial registered agent and registered office in
Texas are as follows:
Paul J. Clarke
3608 East 29th Street, Suite 100
Bryan, TX 77802
ARTICLE VI
The Company is to be managed by one or more managers. The name and address of
the person who is to serve as manager until the first annual meeting of the members or until his
successors are elected and qualified are as follows:
Articles of Organization Page 2
Paul J. Clarke
3608 East 29th Street, Suite 100
Bryan, TX 77802
ARTICLE VII
The name and address of the organizer of the Company are as follows:
Charles A. Ellison
Charles A. Ellison, P.C.
2501 Ashford Dr., Suite 100
College Station, Brazos County, Texas 77840
ARTICLE VIII
No manager of the Company shall be liable to the Company or its members for
monetary damages for an act or omission in the manager's capacity as a manager, except for
liability of a manager for (i) a breach of such 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 such
manager to the Company, (iii) an act or omission of such manager which involves intentional
misconduct or a knowing violation of the law, (iv) a transaction from which such manager
received an improper benefit, whether or not the benefit resulted from an action taken within the
scope of the manager's position, or (iv) an act or omission for which the liability of such
manager is expressly provided for by an applicable statute. If the Texas Limited Liability
Company Act, the Texas Business Corporation Act, the Texas Miscellaneous Corporation Laws
Act, or other applicable law is amended to authorize action further eliminating or limiting the
liability of managers, then the liability of a manager of the Company shall be eliminated or
limited to the fullest extent permitted by the Texas Limited Liability Company Act, the Texas
Business Corporation Act, the Texas Miscellaneous Corporation Laws Act or other applicable
law, as so amended. Any repeal or modification of the foregoing provisions by the members
shall not adversely affect any right or protection of a manager existing at the time of such repeal
or modification.
IN WITNESS WHEREOF, the undersigned organizer has signed these Articles of
Organization on the 4th day of Decamber, 2000.
Charles A. Ellison, Organizer
Articles of Organization Page 3
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Elton Bomer, Secretary of State
Now-
FILED
In the Office of the
Secretary of State of Texas
DEG 0 5 2000
CERTIFICATE OF LIMITED PARTNERSHIP
Corporations Sedon
The undersigned General Partner, who desires to form a limited partnership,
certifies that:
1. The name of the partnership is SMILING MALLARD DEVELOPMENT,
LTD.
2. The address of the partnership's registered office is 3608 East 29th Street,
Suite 100, Bryan, TX 77802.
3. The name of the partnership's registered agent for service of process is
PAUL J. CLARKE.
4. The address of the agent is 3608 East 29th Street, Suite 100, Bryan, TX
77802.
5. The address of the principal office where records that are required to be
kept will be kept or made available is 3608 East 29th Street, Suite 100,
Bryan, TX 77802.
6. The name and address of the business or residence of each general
partner are as follows:
Name Address
Smiling Mallard Management, LLC 3608 East 29th Street, Suite 100
Bryan, TX 77802
7. This certificate of limited partnership shall be effective on the date of filing
with the -Secretary of State.
I affirm, under penalty of perjury, that this certificate is executed on December 4,
2000, and, to the best of my knowledge and belief, the facts stated in this certificate are
true.
General Partner:
SMILING MALLARD MANAGEMENT,
LLC
a Texas limit lability compan
By:
Pau I rke, Manager