EX-3.31 31 c63279exv3w31.htm EX-3.31 exv3w31
Exhibit 3.31
     
 
  STATE OF DELAWARE
 
  SECRETARY OF STATE
 
  DIVISION OF CORPORATIONS
 
  FILED 10:00 AM 07/16/2002
 
  020453580 — 3547777
CERTIFICATE OF FORMATION
OF
SUNTERRA KGK PARTNERS FINANCE, LLC
     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “Delaware Limited Liability Company Act”), hereby certifies that:
     FIRST: The name of the limited liability company (hereinafter called the “limited liability company”) is Sunterra KGK Partners Finance, LLC.
     SECOND: The address of the registered office and the name and the address of the registered agent of the limited liability company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, 19801, County of New Castle.
Executed on July 15, 2002.
         
     
  /s/ Mark R. Williams    
  Mark R. Williams, Authorized Person   
     

 

 

     
State of Delaware
    
Secretary of State
   
Division of Corporations
    
Delivered 11:30 AM 10/07/2003
    
FILED 11:30 AM 10/07/2003
    
SRV 030645177 — 3547777 FILE
    
CERTIFICATE OF AMENDMENT
OF
SUNTERRA KGK PARTNERS FINANCE, LLC
     1. The name of the limited liability company is SUNTERRA KGK PARTNERS FINANCE, LLC.
     2. The Certificate of Formation of the limited liability company is hereby amended as follows: The name of the limited liability company is
SUNTERRA EPIC MORTGAGE HOLDINGS, LLC
     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Sunterra KGK Partners Finance, LLC this 6th day of October 2003.
         
  SUNTERRA DEVELOPER AND SALES
HOLDING COMPANY
a Delaware corporation
 		  
  By:   /s/ Frederick C. Bauman    
    Frederick C. Bauman   
    Its: Vice President   

 

 

CERTIFICATE OF AMENDMENT TO CERTIFICATE OF FORMATION
OF
SUNTERRA EPIC MORTGAGE HOLDINGS, LLC
     SUNTERRA EPIC MORTGAGE HOLDINGS, LLC (hereinafter called the “company”), a limited liability company organized and existing under and by virtue of the Limited Liability Company Act of the State of Delaware, does hereby certify:
     1. The name of the limited liability company is:
SUNTERRA EPIC MORTGAGE HOLDINGS, LLC.
     2. The Certificate of Formation of the domestic limited liability company is hereby amended to change the name and address of the registered agent and the address of the registered office within the State of Delaware as follows:
National Registered Agents, Inc.
9 East Loockerman Street, Suite 1B
Dover, Delaware 19901
County of Kent
Executed on: January 14, 2004.
         
     
  /s/ Lori Knohl    
  Lori Knohl, Authorized Person   
     
 
     
 
  State of Delaware
 
  Secretary of State
 
  Division of Corporations
 
  Delivered 12:40 PM 01/23/2004
 
  FILED 12:03 PM 01/23/2004
 
  SRV 040049671 — 3547777 FILE

 

 

     
 
  State of Delaware
 
  Secretary of State
 
  Division of Corporations
 
  Delivered 11:35 AM 01/04/2006
 
  FILED 11:35 AM 01/04/2006
 
  SRV 060005533 — 3547777 FILE
CERTIFICATE OF MERGER
OF
EPIC MASTER FUNDING CORPORATION
AND
SUNTERRA EPIC MOATGAGE HOLDINGS, LLC
     Pursuant to Title 6, Section 18-209 of the Delaware Limited Liability Company Act.
     1. The name of the surviving limited liability company is Sunterra Epic Mortgage Holdings, LLC, a Delaware limited liability company.
     2. The constituent business entities participating in the merger herein certified are:
     (a) Epic Master Funding Corporation, which is incorporated under the laws of the State of Delaware;
     (b) Sunterra Epic Mortgage Holdings, LLC, which is organized under the laws of the State of Delaware.
     3. The Agreement and Plan of Merger has been approved and executed by each of the constituent entities.
     4. The name of the surviving limited liability company is Sunterra Epic Mortgage Holdings, LLC.
     5. The executed Agreement and Plan of Merger is on file at 3865 West Cheyenne Avenue, North Las Vegas, Nevada 89032, the principal place of business of the surviving limited liability company.
     6. A copy of the Agreement and Plan of Merger will be furnished by the surviving limited liability company on request, without cost, to any member of the limited liability company or any person holding an interest in any other business entity which is to merge or consolidate.
[signatures follow]

 

 

     IN WITNESS WHEREOF, said surviving limited liability company has caused this certificate to be signed by an authorized person, this 22 day of December, 2005.
         
  SUNTERRA EPIC MORTGAGE
HOLDINGS, LLC
 		  
  By:   SUNTERRA FINANCE HOLDING    
    COMPANY, a Delaware corporation, its sole manager and member   
         
     
  By:   /s/ Frederick C. Bauman    
    Frederick C. Bauman   
    Its: Vice President   

 

 

     
 
  State of Delaware
 
  Secretary of State
 
  Division of Corporations
 
  Delivered 07:13 PM 10/17/2007
 
  FILED 07:13 PM 10/17/2007
 
  SRV 071127882 — 3547777 FILE
CERTIFICATE OF AMENDMENT
OF
SUNTERRA EPIC MORTGAGE HOLDINGS, LLC
     1. The name of the limited liability company is SUNTERRA EPIC MORTGAGE HOLDINGS, LLC.
     2. The Certificate of Formation of the limited liability company is hereby amended as follows: The name of the limited liability company is
DIAMOND RESORTS EPIC MORTGAGE HOLDINGS, LLC
     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Sunterra Epic Mortgage Holdings, LLC this 16th day of October 2007.
         
     
  By:   /s/ Frederick C. Bauman    
    Frederick C. Bauman   
    Authorized Person