EX-3.50 49 dex350.htm CERTIFICATE OF LIMITED PARTNERSHIP Certificate of Limited Partnership

Exhibit 3.50

 

CERTIFICATE OF LIMITED PARTNERSHIP

 

OF

 

HUGHES WATER & SEWER, LTD.

 

(a Florida limited partnership)

 

The undersigned, desiring to form a limited partnership pursuant to the laws of the State of Florida, does hereby certify as follows:

 

1. Name. The name of the limited partnership is as follows:

 

Hughes Water & Sewer, Ltd.

 

2. Address. The street address of the principal place of business and the mailing address for the limited partnership are as follows:

 

One Hughes Way

Orlando, FL 32805

 

3. Registered Agent. The address of the office and the name and address of the agent for service of process required to be maintained by Section 620.105, Florida Statutes, are as follows:

 

Corporation Service Company

1201 Hayes Street

Tallahassee, FL 32301

 

4. General Partner. The name and business address of the general partner of the limited partnership are as follows:

 

Hughes GP & Management, Inc.

One Hughes Way

Orlando, FL 32805

 

5. Termination. The latest date upon which the limited partnership is to dissolve is December 31, 2054.

 


Under penalties of perjury, the undersigned declares that it has read the foregoing and knows the contents thereof and that the facts stated therein are true and correct.

 

Signed this 19th day of November, 2004.

 

GENERAL PARTNER:

HUGHES GP & MANAGEMENT, INC.

By:  

/s/ John Z. Paré

Name:

 

John Z. Paré

Title:

 

Secretary

 

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ACCEPTANCE OF DESIGNATION AS REGISTERED AGENT

AND AGENT FOR SERVICE OF PROCESS

 

The undersigned, having been designated the Agent for Service of Process, pursuant to Section 620.105, Florida Statutes, and Registered Agent, pursuant to Section 620.192, Florida Statutes, of Hughes Water & Sewer, Ltd., a limited partnership to be formed concurrently herewith under the Florida Revised Uniform Limited Partnership Act (1986), does hereby accept such designation and the obligations provided for in Sections 620.105 and 620.192, Florida Statutes.

 

       

CORPORATION SERVICE COMPANY

Dated:

 

11/22, 2004

      By:  

/s/ Deborah D. Skipper

           

Name:

 

Deborah D. Skipper

           

Title:

 

Asst. V. Pres.

 

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AFFIDAVIT OF CAPITAL CONTRIBUTIONS

 

The undersigned, Hughes GP & Management, Inc., the sole general partner of Hughes Water & Sewer, Ltd., a Florida limited partnership, certifies:

 

  1. The amount of capital contributions to date of the limited partners is $0.

 

  2. The total amount of capital anticipated to be contributed by the limited partners at this time totals $1,000.

 

Signed this 19th day of November, 2004.

 

FURTHER AFFIANT SAYETH NOT.

 

Under the penalties of perjury, the undersigned declares that it has read the foregoing and knows the contents thereof and that the facts stated herein are true and correct.

 

GENERAL PARTNER:

HUGHES GP & MANAGEMENT, INC.

By:  

/s/ John Z. Paré

Name:

 

John Z. Paré

Title:

 

Secretary

 

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PLAN OF MERGER

 

The following Plan of Merger was adopted and approved by each party to the merger in accordance with the laws of the jurisdiction of such party’s formation or incorporation, as the case may be:

 

FIRST: The exact name, address and jurisdiction of each merging party (referred to hereinafter individually as a “Merging Party” and collectively as the “Merging Parties”) are as follows:

 

Name


  

Jurisdiction


 

Type of Entity


Gilleland Concrete Products, Inc.

   Georgia   Corporation

One Hughes Way

        

Orlando, FL 32805

        

Hughes Water & Sewer Company

   West Virginia   Corporation

One Hughes Way

        

Orlando, FL 32805

        

Panhandle Pipe & Supply Co., Inc.

   West Virginia   Corporation

One Hughes Way

        

Orlando, FL 32805

        

Reaction Supply Corporation

   California   Corporation

One Hughes Way

        

Orlando, FL 32805

        

Shrader Holding Company, Inc.

   Arkansas   Corporation

One Hughes Way

        

Orlando, FL 32805

        

Standard Wholesale Supply Company

   Nevada   Corporation

One Hughes Way

        

Orlando, FL 32805

        

Waterworks Sales Company

   Colorado   Corporation

One Hughes Way

        

Orlando, FL 32805

        

 

SECOND: The exact name and jurisdiction of the surviving party (referred to hereinafter as the “Surviving Party”) are as follows:

 

Name


  

Jurisdiction


 

Type of Entity


Hughes Water & Sewer, Ltd.

   Florida   Limited Partnership

 


THIRD: The terms and conditions of the merger are as follows:

 

The Merging Parties shall be merged with and into the Surviving Party which shall be the surviving entity at the effective date of the merger and which shall continue to exist as a limited partnership under the laws of the State of Florida. The Surviving Party shall succeed to all rights, assets, liabilities and obligations of the Merging Parties, and the separate existence of each Merging Entity shall cease at the effective date of the merger. The Certificate of Limited Partnership of the Surviving Party at the effective date of the merger shall be the Certificate of Limited Partnership of the Surviving Party. The Agreement of Limited Partnership of the Surviving Party at the effective date of the merger shall continue to be the Agreement of Limited Partnership of the Surviving Party, as the surviving limited partnership, and will continue in full force and effect unless mutually amended by all of its partners.

 

FOURTH: The manner and basis of converting the interests, shares, obligations or other securities of each Merging Party into the interests, shares, obligations or other securities of the Surviving Party are as follows:

 

The ultimate owner(s) of each Merging Party and the Surviving Party are identical. Accordingly, at the effective date of the merger, by virtue of the merger and without any action on the part of the holder(s) thereof, each share of capital stock of each Merging Party shall be cancelled without consideration automatically. Each general partnership interest and each limited partnership interest of the Surviving Party outstanding immediately prior to the effective date of the merger will continue to represent the outstanding partnership interests of the Surviving Party until such time as the Agreement of Limited Partnership of the Surviving Party is amended, as contemplated above, to reflect the addition of additional partners.

 

FIFTH: The name and address of the general partner (hereinafter referred to as the “General Partner”) of the Surviving Party is as follows:

 

Hughes GP & Management, Inc.

One Hughes Way

Orlando, FL 32805

 

The General Partner is a Delaware corporation and its Florida Document/Registration Number is F04000001125.

 

SIXTH: The effective date of this merger shall be on December 31, 2004.

 

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