EX-3.39 39 c63279exv3w39.htm EX-3.39 exv3w39
Exhibit 3.39
CERTIFICATE OF FORMATION
OF
SUNTERRA GRAND BEACH I DEVELOPMENT, 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 Grand Beach I Development 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
 
  FILED 10:00 AM 07/16/2002
 
  020453527 — 3547765

 

 

CERTIFICATE OF AMENDMENT TO CERTIFICATE OF FORMATION
OF
SUNTERRA GRAND BEACH I DEVELOPMENT, LLC
     SUNTERRA GRAND BEACH I DEVELOPMENT, 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 GRAND BEACH I DEVELOPMENT, 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 12:41 PM 01/23/2004
 
  FILED 12:06 PM 01/23/2004
 
  SRV 040049685 — 3547765 FILE

 

 

     
State of Delaware
Secretary of State
Division of Corporations
Delivered 05:49 PM 01/11/2006
FILED 05:49 PM 01/11/2006
SRV 060030068 — 3547765 FILE
   
CERTIFICATE OF MERGER
OF
GRAND BEACH RESORT LIMITED PARTNERSHIP,
AND
SUNTERRA GRAND BEACH I DEVELOPMENT, 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 Grand Beach I Development, LLC, a Delaware limited liability company.
     2. The constituent business entities participating in the merger herein certified are:
     (a) Grand Beach Resort Limited Partnership, which is organized under the laws of the State of Georgia.
     (b) Sunterra Grand Beach I Development, 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 Grand Beach I Development, LLC.
     5. The executed Agreement and Plan of Merger is on file at 3865 W. Cheyenne Avenue, North Las Vegas, NV 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.
     IN WITNESS WHEREOF, said surviving limited liability company has caused this certificate to be signed by an authorized person this 22nd day of December 2005.
[signature page follows]

 

 

 

SUNTERRA GRAND BEACH I DEVELOPMENT,
LLC, a Delaware limited liability company
 		  
  By:   Sunterra Developer and Sales Holding Company    
    Its: Sole Member   
     
  By:   /s/ Frederick C. Bauman    
    Frederick C. Bauman
Its: Vice President 		  
 
GRAND BEACH RESORT, LIMITED
PARTNERSHIP, a Georgia limited partnership
 		  
  By:   GRAND BEACH PARTNERS, LP, a California limited partnership    
    Its: General Partner   
       
  By:   ARGOSY/KGI GRAND BEACH INVESTMENT PARTNERSHIP a California general partnership    
    Its: General Partner   
     
  By:   KGI GRANT BEACH    
    INVESTMENTS, INC., a California corporation   
    Its: Managing General Partner   
     
  By:   /s/ Frederick C. Bauman    
    Frederick C. Bauman
Its: Vice President 		  

 

 

     
State of Delaware
Secretary of State
Division of Corporations
Delivered 06:58 PM 10/17/2007
FILED 06:58 PM 10/17/2007
SRV 071127738 — 3547765 FILE
   
CERTIFICATE OF AMENDMENT
OF
SUNTERRA GRAND BEACH I DEVELOPMENT, LLC
     1. The name of the limited liability company is SUNTERRA GRAND BEACH I DEVELOPMENT, 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 GRAND BEACH I DEVELOPMENT, LLC
     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Sunterra Grand Beach I Development, LLC this 16th day of October 2007.
         
     
  By:   /s/ Frederick C. Bauman    
    Frederick C. Bauman
Authorized Person