EX-3.1(I) 10 g97582exv3w1xiy.txt EX-3.1(I) ARTICLES OF ORGANIZATION OF ASHTON TAMPA RESIDENTIAL LLC Exhibit 3.1(i) (LOGO) DEAN HELLER Secretary of State 206 North Carson Street Carson City, Nevada 89701-4299 (775) 684 5708 Website: secretaryofstate.biz Articles Of Organization Limited-Liability Company (PURSUANT TO NRS 86) (STAMP) Important: Read attached instructions before ABOVE SPACE IS FOR OFFICE USE completing form. ONLY 1. NAME OF LIMITED- LIABILITY COMPANY ASHTON TAMPA RESIDENTIAL, LLC 2. RESIDENT AGENT The Corporation Trust Company of Nevada NAME AND STREET Name ADDRESS: (must be a Nevada 6100 Neil Road Reno NEVADA 89511 address where Physical Street Address City Zip Code process may be served) _______________________________ _______ _______ ________ Additional Mailing Address City State Zip Code 3. DISSOLUTION DATE: Latest date upon which the company is to (OPTIONAL - see dissolve (If existence is not perpetual): ____________________ instructions) 4. MANAGEMENT Company shall be managed by 3 [X] Manager(s) OR [ ] Members (check one) 5. NAMES ADDRESSES, Bruce Freeman OF MANAGER(S) OR Name CANADA MEMBERS: (attach 3751 Victoria Park Avenue Toronto Ontario M1W 3Z4 additional pages Address City State Zip Code as necessary) Harry Rosenbaum Name CANADA 3751 Victoria Park Avenue Toronto Ontario M1W 3Z4 Address City State Zip Code Seymour Joffe Name CANADA 3751 Victoria Park Avenue Toronto Ontario M1W 3Z4 Address City State Zip Code 6. NAMES, ADDRESSES Tim Hagen AND SIGNATURES OF Name ORGANIZERS (if more than one organizer attach /s/ Tim Hagen additional page) ---------------------------- Signature 14643 Dallas Parkway, Suite 570 Dallas Texas 75254 Address City State Zip Code 7. CERTIFICATE OF I hereby accept appointment as Resident Agent for the above ACCEPTANCE OF named limited-liability company. APPOINTMENT OF RESIDENT AGENT: /s/ Maria Ozaeta Maria Ozaeta ------------------------------- Authorized Signature of R.A. or Date 8/20/04 On Behalf of R.A. Company
This form must be accompanied by appropriate fees. See attached fee schedule. PAGE TWO (2) TO ARTICLES OF ORGANIZATION OF ASHTON TAMPA RESIDENTIAL, LLC (THE "COMPANY") 8. PURPOSE: 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 Act. 9. RIGHT TO CONTINUE BUSINESS: The remaining members of the Company have the right to continue the business of the Company on the death, retirement, resignation, expulsion, bankruptcy or dissolution of a member or the occurrence of any other event which terminates the continued membership of a member of the Company. 10. NON-UNANIMOUS CONSENTS: Any action required by the Act to be taken at any annual or special meeting of members, or any action which may be taken at any annual or special meeting of members, 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 interests 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 interests entitled to vote on the action were present and voted. Prompt notice of the taking of any action by the 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. 11. NO PREEMPTIVE RIGHTS: No member shall have a preemptive right to acquire any membership interests or securities of any class that may at any time be issued, sold or offered for sale by the Company. 12. NO CUMULATIVE VOTING: The right of members to cumulative voting in the election of managers is expressly prohibited. 13. MANAGER LIABILITY: 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 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 of 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 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 Nevada hereafter enacted that further limits the liability of a manager or of a director of a corporation.