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Home My WebLink AboutArticles of Corporation r • + �Z � 2 6 U 0 5 7? FI L ED ' In the O of the Secreta of State of Texas ARTICLES OF INCORPORATION FOR DEC 2 7 1990 TEXAS HOTEL MANGEMENT CORPORATION corporations Section I, the undersigned natural person of the age of twenty -one (21) years, and being a citizen of the State of Texas, acting as incorporator of a corporation under the Texas Business Corpora- tion Act, do hereby adopt the following Articles of Incorporation for such corporation: ARTICLE I The name of the corporation in TEXAS HOTEL MANGEMENT CORPO— RATION ARTICLE II • The period of its duration is perpetual. ARTICLE III The purpose or purposes for which the corporation is organ- ized axe: the transaction of any and all lawful business for which a corporation may be incorporated under the Texas Business Corporation Act. ARTICLE IV The aggregate number of shares which the corporation shall have authority of issue is ONE THOUSAND (1,000) of the par value of ONE AND 00 /100 DOLLAR ($1.00) each. ARTICLE V The corporation will not commence business until it has received for the issuance of its share consideration of the value of ONE THOUSAND AND 00 /100 DOLLARS ($1,000.00) consisting of money, labor done, or property actually received, which sum is not less than ONE THOUSAND AND 00/100 DOLLARS ($1,000.00). ARTICLE VI The Post Office Address of its initial registered office is: 1601 S. TEXAS AVE., BRYAN, TEXAS 77802, and the name of its initial registered agent at such address is: - SALIM ISMAIL 1 0 :l o •;S 2 6 0 0 8 0 ,, - ARTICLE VII The number of directors constituting the initial Board of Directors is one (1) and the name and address of the person to serve as such Director until the first annual meeting of its shareholders or until his successor is elected and qualified is: SALIM ISMAIL ARTICLE VIII The name and address of incorporator is: SALIM ISMAIL IN WITNESS WHEREOF, I have hereunto set my hand, this the 21st day of December 1990. / WIIP \ ! 0 SALIM ISMAIL THE STATE OF TEXAS ) COUNTY OF BRAZOS ) 1, Susan Kay Thompson , a Notary Public do hereby certify that on the 21st day of December , 1990, personally appeared before me SALIM ISMAIL, who being by me first duly sworn, declared that she is the person who signed the foregoing document as incorporator and that the statements therein contained are true. (qt �° NOTARY PUBLIC NOTARY PUBLtC IN A ' • 1 � f State at Texas BRAZOS COUNTY , T E X A S . * % Comm. Exp. G I 6- :;3,53 ca .4 =.sr �I., 2 . • 1 FILED • In the Office of the Secretary of State of TexaG JUL 0 2 2001 ARTICLES OF CONVERSION Corporations Section for conversion of TEXAS HOTEL MANAGEMENT CORPORATION • (a Texas corporation) into TEXAS HOTEL MANAGEMENT, L.P. (a Texas limited partnership) Pursuant to Articles 5.17 through 5.20 of the Texas Business Corporation Act, and Section 2.15 of the Texas Revised Limited Partnership Act, TEXAS HOTEL MANAGEMENT CORPORATION. is converting to TEXAS HOTEL MANAGEMENT, L.P., and executes these Articles of Conversion, certifying the following: ARTICLE I IDENTIFICATION OF PARTIES Q 1.1 Converting Entity. The converting entity, TEXAS HOTEL MANAGEMENT CORPORATION ( "Converting Entity "), is a corporation formed under the laws of the State of Texas -f 1.2 Converted Entity. The converted entity, TEXAS HOTEL MANAGEMENT, L.P. ( "Converted Entity"), will be a limited partnership formed under the laws of the State of Texas. TEXAS HOTEL MANAGEMENT, L.P. will be responsible for the payment of all applicable filing fees and all franchise taxes of the Converting Entity and the Converted Entity. it • 7 ARTICLE 1I PLAN OF CONVERSION 2.1 Plan of Conversion Approved. A Plan of Conversion was unanimously approved by all of the shareholders and directors of the Converting Entity on May 25, 2001. The Converting Entity has one thousand (1,000) shares of common stock (the only class of stock) issued and outstanding and the shareholders of all one thousand (1,000) shares approved such Plan of Conversion. 2.2 Location of Plan of Conversion. An executed copy of the Plan of Conversion is on file at 1601 S. Texas Ave., Bryan, Texas 77802, the principal office of the Converting Entity. After the effective date of conversion, an executed copy of the Plan of Conversion will be on file at 1601 S. Texas Ave., Bryan, Texas 77802, the principal office of the Converted Entity • • • 2.3 Furnishing Plan of Conversion. An executed copy of the Plan of Conversion has been furnished by the Converting Entity (prior to conversion) to shareholders of the Converting Entity and to the partners of the Converted Entity free of charge. 2.4 Approval of Plan of Conversion. The Plan of Conversion was approved by all the shareholders and directors of the Converting Entity m accordance with the Bylaws of the Converting Entity and the Texas Business Corporation Act. There are one thousand (1,000) shares of common stock of the Converting Entity (being the only class of stock of the Converting Entity) outstanding and all one thousand (1,000) shares voted for such Plan of Conversion. Executed on this day of May, 2001 TEXAS HOTEL MANAGEMENT CORPO TION , t1 By Salim Ismail, President 3 • • CERTIFICATE OF LIMITED PARTNERSHIP OF TEXAS HOTEL MANAGEMENT, L.P. This Certificate of Limited Partnership of TEXAS HOTEL MANAGEMENT, L.P. (the "Partnership "), dated May ?.S , 2001, is hereby executed and filed by SALIM ISMAIL, L.L C., a Texas limited liability company, as general partner, to form a limited partnership under the Texas Revised Limited Partnership Act (the "Act "). This partnership is being pursuant to a plan of conversion whereby Texas Hotel Management Corporation (1601 S. Texas Ave., Bryan, Texas 77802), a Texas corporation formed when a Certificate of Incorporation was issued on December 27, 1990, is converted into TEXAS HOTEL MANAGEMENT, L.P, a Texas limited partnership 1. Name. The name of the limited partnership formed hereby is Texas Hotel Management, L.P. Ii 2_ Registered Office. The address of the registered office of the Partnership in the State of Texas is 1601 South Texas Ave., Bryan, Texas 77802. 7 3. Registered Agent. The name of the registered agent for service of process on the Partnership in the State of Texas at such registered office is Salim Ismail. 4. Principal Office. The address of the principal office of the Partnership in the United States where records are to be kept or made available under Section 1.07 of the Act is 1601 S. Texas Ave., Bryan, Texas 77802. 3 9 5. General Partner. The name and the business/mailing address of the general partner of the Partnership is: Salim Ismail, L L C. 1601 South Texas Ave. Bryan, Texas 77802 6. Date of Formation. The Partnership shall be on the later of May 2 2001 or the date of the filing of this certificate. • • IN WITNESS WHEREOF, the undersigned have executed this Certificate of Limited Partnership as of the date first -above written. 111 110 s SALIM ISMAIL, President of Salim Ismail, L.L.C., General Partner 0 0 5 4 • • • • • FILED Secretary of State of Texas ARTICLES OF ORGANIZATION OF JUL o 2 SALIM ISMAIL, L.L.C. 2001 Corporations Section The undersigned, acting as the organizer of a limited liability company under the Texas Limited Liability Company Act (the "Act "), does hereby adopt the following Articles of Organization for SALIM ISMAIL, L.L C (the "Company "). ARTICLE ONE The name of the Company is SALIM ISMAIL, L.L.0 ARTICLE TWO The period of duration of the Company is perpetual ARTICLE THREE The purpose for which the Company is organized is the transaction of any or all lawful business for which limited liability companies may be organized under the Act ARTICLE FOUR The name of the initial registered agent of the Company to the State of Texas is SALIM ISMAIL and the registered office of such initial registered agent is 1601 S Texas Ave , Bryan, Texas 77802 ARTICLE FIVE The Company is to be managed by one or more managers. The number of initial managers, who shall serve as managers until the first annual meeting of members of the Company or until their successors are duly elected, shall be one (1) The name and address of such initial manager shall be as follows: Salim Ismail 1601 S Texas Ave. Bryan, Texas 77802 The number and qualifications of the managers will be fixed and determined in the manner provided in the Regulations of the Company The number of managers may be increased or decreased from time to time in the manner set forth in the Regulations of the Company. . ! • ARTICLE SIX A manager of the Company shall not 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 that this Article Six 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 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 amendment of this Article Six 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. ARTICLE SEVEN The managers will adopt the initial Regulations, and from time to time may alter, amend or repeal the Regulations or adopt new Regulations, provided however, that the managers may not (i) adopt any Regulation or alter, amend or repeal any Regulation that affects the federal tax status of the Company as a partnership, or (ii) change the sharing ratios for profits and losses of the members except by the transfer of existing membership interests or the admission of additional members after approval thereof by the concurrence of the members as provided for in the Regulations The members from time to time may alter, amend or repeal any Regulations adopted by the managers or may adopt new Regulations ARTICLE EIGHT The name and address of the sole organizer of the Company is as follows. Gary I Cumer Vacek, Kiecke & Currier, L L.P 2700 Earl Rudder Frwy. South, Suite 1500 College Station, Texas 77845 2 II • • IN WITNESS WHEREOF, these Articles of Organization have been executed on May ' 2001 by the undersigned ORGANIZER GARY I ER (GIC)1 Word Pertec1UUsmad SahmlTexas Hotel Management CorporatwnWtides of Orgaiaatmn wpd- 7/2/07 3 BUSINESS ORGANIZATIONS INQUIRY - VIEW ENTITY Page 1 of 1 • • TEXAS SECRETARY of STATE HOPE ANDRADE UCC I Business Organizations I Trademarks I Notary I Account 1 Help /Fees ( Briefcase! Logout BUSINESS ORGANIZATIONS INQUIRY - VIEW ENTITY Filing Number: 117680900 Entity Type: Domestic For - Profit Corporation Original Date of Filing: December 27, 1990 Entity Status: Conversion Formation Date: N/A Tax ID: 17425899030 FEIN: Duration: Perpetual Name: TEXAS HOTEL MANAGEMENT CORPORATION Address: PO BOX 2864 Bryan, TX 77805 USA REGISTERED ASSOCIATED AGENT FILING HISTORY NAMES MANAGEMENT ASSUMED NAMES ENTITIES Last Update Name Title Address Salim Ismail P PO BOX 2864 Bryan, TX 77805 USA Salim Ismail Director PO BOX 2864 Bryan, TX 77805 USA Shireen Ismail S PO BOX 2864 Bryan, TX 77805 USA Shireen Ismail Director PO BOX 2864 Bryan, TX 77805 USA r - - Order ( [ r Return to Search Instructions: • To place an order for additional information about a filing press the 'Order button. 55" https: / /direct. sos.state.tx.us /core_ inquiry/corp_inquiry- entity .asp ?spage= mgmt &:Spagefrom... 9/4/2012 in / BUSINESS ORGANIZATIONS INQUIRY - VIEW ENTITY Page 1 of 1 • • TEXAS SECRETARY of STATE HOPE ANDRADE UCC Business Organizations 1 Trademarks 1 Notary 1 Account 1 Help /Fees 1 Briefcase 1 Logout BUSINESS ORGANIZATIONS INQUIRY - VIEW ENTITY Filing Number: 117680900 Entity Type: Domestic For - Profit Corporation Original Date of Filing: December 27, 1990 Entity Status: Conversion Formation Date: N/A Tax ID: 17425899030 FEIN: Duration: Perpetual Name: TEXAS HOTEL MANAGEMENT CORPORATION Address: PO BOX 2864 Bryan, TX 77805 USA REGISTERED ASSOCIATED AGENT FILING HISTORY NAMES MANAGEMENT ASSUMED NAMES ENTITIES Name Address Inactive Date Salim Ismail 1601 S. TEXAS AVE. Bryan, TX 77802 USA ;Orde Order ( [ Return to Search Instructions: • To place an order for additional information about a filing press the 'Order' button. https : / /direct.sos.state.tx.us /core_ inquiry/core_ inquiry- entity .asp ?:Sfiling_number = 1176809... 9/4/2012 • BUSINESS ORGANIZATIONS INQUIRY - VIEW ENTITY Page 1 of 1 • • TEXAS SECRETARY of STATE HOPE ANDRADE UCC 1 Business Organizations 1 Trademarks 1 Notary 1 Account 1 Help /Fees 1 Briefcase 1 Logout BUSINESS ORGANIZATIONS INQUIRY - VIEW ENTITY Filing Number: 15343510 Entity Type: Domestic Limited Partnership (LP) Original Date of Filing: December 27, 1990 Entity Status: In existence Formation Date: N/A Tax ID: 17425899030 FEIN: Duration: Perpetual Name: TEXAS HOTEL MANAGEMENT, L.P. Address: 1203 University drive easr College Station, TX 77840 USA REGISTERED ASSOCIATED AGENT FILING HISTORY NAMES MANAGEMENT ASSUMED NAMES ENTITIES Last Update Name Title Address December 28, 2009 SALIM ISMAIL, L.L.C. General Partner 6002 Augusta College Station, TX 77845 USA - Order j I Return to Search Instructions: 0 To place an order for additional information about a filing press the 'Order' button. https:/ /direct. sos.state.tx.us /corp_ inquiry/corp _inquiry- entity.asp ?spage= mgmt &: Spagefrom... 9/4/2012 BUSINESS ORGANIZATIONS INQUIRY - VIEW ENTITY Page 1 of 1 • • TEXAS SECRETARY of STATE HOPE ANDRADE UCC I Business Organizations I Trademarks 1 Notary 1 Account 1 Help /Fees 1 Briefcase 1 Logout BUSINESS ORGANIZATIONS INQUIRY - VIEW ENTITY Filing Number: 15343510 Entity Type: Domestic Limited Partnership (LP) Original Date of Filing: December 27, 1990 Entity Status: In existence Formation Date: N/A Tax ID: 17425899030 FEIN: Duration: Perpetual Name: TEXAS HOTEL MANAGEMENT, L.P. Address: 1203 University drive easr College Station, TX 77840 USA REGISTERED ASSOCIATED AGENT FILING HISTORY NAMES MANAGEMENT ASSUMED NAMES ENTITIES Name Address Inactive Date Salim Ismail 603 Univeristy Dr. E College Station, TX 77840 USA j - 1 Order I I Return to Search I Instructions: * To place an order for additional information about a filing press the 'Order' button. https : / /direct.sos.state.tx.us /corp_ inquiry /corp_inquiry- entity.asp ?: Sfiling_number= 1534351... 9/4/2012