EX-3.71 71 c63279exv3w71.htm EX-3.71 exv3w71
Exhibit 3.71
     
 
  STATE OF DELAWARE
 
  SECRETARY OF STATE
 
  DIVISION OF CORPORATIONS
 
  FILED 10:00 AM 07/16/2002
 
  020453663 — 3547797
CERTIFICATE OF FORMATION
OF
SUNTERRA POWHATAN 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 Powhatan 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
Certificate of Merger of a Foreign General Partnership
into a Domestic Limited Liability Company
Pursuant to Title 6, Section 18-209 of the Delaware Limited Liability Company Act.
First: The name of the surviving Limited Liability Company is Sunterra Powhatan Development, LLC, a Delaware limited liability company.
Second: The name of the General Partnership being merged into this surviving Limited Liability Company is Powhatan Associates. The jurisdiction in which this General Partnership was formed is Virginia.
Third: The Agreement and Plan of Merger has been approved and executed by both entities.
Fourth: The name of the surviving Limited Liability Company is Sunterra Powhatan Development, LLC.
Fifth: The executed Agreement and Plan of Merger is on file at 3865 West Cheyenne Avenue, Building #5, North Las Vegas, Nevada 89032, the principal place of business of the surviving Limited Liability Company.
Sixth: 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.
(Signature page follows)
     
 
  STATE OF DELAWARE
 
  SECRETARY OF STATE
 
  DIVISION OF CORPORATIONS
 
  FILED 01:33 PM 12/04/2002
 
  020743759 — 3547797

 


 

     IN WITNESS WHEREOF, said Limited Liability Company has caused this certificate to be signed by an authorized person, this 4th day of December, 2002.
         
  SUNTERRA POWHATAN DEVELOPMENT, LLC
 
 
  By:   SUNTERRA DEVELOPER AND SALES HOLDING COMPANY, its sole manager and member    
         
     
  By:   /s/ James F. Anderson    
    Name:   James F. Anderson   
    Title:   Vice President   

2


 

CERTIFICATE OF AMENDMENT TO CERTIFICATE OF FORMATION
OF
SUNTERRA POWHATAN DEVELOPMENT, LLC
     SUNTERRA POWHATAN 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 POWHATAN 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 12:43 PM 01/23/2004
 
  FILED 12:21 PM 01/23/2004
 
  SRV 040049749 — 3547797 FILE

 


 

     
State of Delaware
   
Secretary of State
   
Division of Corporations
   
Delivered 07:10 PM 10/17/2007
   
FILED 07:10 PM 10/17/2007
   
SRV 071127838 — 3547797 FILE
   
CERTIFICATE OF AMENDMENT
OF
SUNTERRA POWHATAN DEVELOPMENT, LLC
     1. The name of the limited liability company is SUNTERRA POWHATAN 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 POWHATAN DEVELOPMENT, LLC
     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Sunterra Powhatan Development, LLC this 16th day of October 2007.
         
     
  By:   /s/ Frederick C. Bauman    
    Frederick C. Bauman   
    Authorized Person