EX-3.2(O) 41 g97582exv3w2xoy.txt EX-3.2(O) FIRST AMENDMENT TO REGULATIONS OF ASHTON WOODS LAKESIDE L.L.C. Exhibit 3.2(o) FIRST AMENDMENT TO REGULATIONS OF ASHTON WOODS LAKESIDE L.L.C. THIS FIRST AMENDMENT TO REGULATIONS OF ASHTON WOODS LAKESIDE L.L.C. (this "Amendment") is made and entered into by and among ELLY NEVADA, INC., a Nevada corporation ("Elly NV"), NORMAN NEVADA, INC., a Nevada corporation ("Norman NV"), and ASHTON WOODS USA L.L.C., a Nevada limited liability company ("Ashton USA"). RECITALS: A. Elly NV and Norman NV have heretofore entered into Regulations of Ashton Woods Lakeside L.L.C. (the "Regulations") dated as of October 9, 1998, creating Ashton Woods Lakeside L.L.C., a Nevada limited liability company (the "Company"). B. As permitted by the Regulations, Elly NV and Norman NV transferred all of their right, title, and interest in and to the Company to Ashton USA. C. The parties hereto desire to amend the Regulations to reflect the transfers described above and provide for the admission of Ashton USA as the sole member of the Company. D. Capitalized terms, not specifically defined in this Amendment, shall have the meanings given such terms in the Regulations. NOW, THEREFORE, for and in consideration of the premises and the respective agreements set forth herein, the parties hereto agree as follows: 1. The transfers described in Recital B above are hereby approved. 2. Ashton USA is hereby admitted as a Member of the Company and the parties hereto recognize that Elly NV and Norman NV have withdrawn as Members of the Company. The only Member of the Company is Ashton USA. 3. The Sharing Ratios and funding commitments of the Members set forth on Exhibit "A" to the Regulations shall be as follows:
Sharing Ratio and Member Funding Commitment ------ ------------------ Ashton Woods USA L.L.C. 100%
4. Any and all notices, demands, requests, or other communications permitted or required to be given to Ashton USA pursuant to the Regulations shall be delivered to Ashton USA in the manner provided in the Regulations, at the following address: 250 Lesmill Road Don Mills, Ontario M3B 2T5 Canada 5. By execution of this Amendment, Ashton USA agrees to be bound by the terms and provisions of the Regulations, as amended hereby. 6. Except as amended hereby, the terms and provisions of the Regulations shall remain unchanged and shall continue in full force and effect. EXECUTED as of May 31, 1999. MEMBER: ASHTON WOODS USA L.L.C., a Nevada limited liability company By: /s/ Bruce Freeman ------------------------------------ Bruce Freeman - Managing Member By: /s/ Seymour Joffe ------------------------------------ Seymour Joffe - Managing Member By: /s/ Harry Rosembaum ------------------------------------ Harry Rosembaum - Managing Member WITHDRAWING MEMBERS: ELLY NEVADA, INC., a Nevada corporation By: /s/ Elly Reisman ------------------------------------ Elly Reisman, President NORMAN NEVADA, INC., a Nevada corporation By: /s/ Norman Reisman ------------------------------------ Norman Reisman, President 2