Loading...
HomeMy WebLinkAboutState of Florida Corporate Documents5/14/03 CORPORATE DETAIL RECORD SCREEN 8:49 AM VUM: L00000006364 ST:FL ACTIVE/FL LIM LIAB FLD: 06/01/2000 FLD: 05/25/2001 LAST: NAME CHANGE AMENDMENT I` AL CONTR: 0.00 FEI#: 65-1035380 : URBANISM -CORAL WAY , L.L.C. N 1 PRINCIPAL: 814 PONCE DEL LEON BLVD CHANGED: 03/06/03 ADDRESS #402 CORAL GABLE, FL 33134 RA NAME : SKRLD, INC. RA ADDR : 201 ALHAMBRA CIRCLE, SUITE 1102 CORAL GABLES, FL 33134 US ANN REP (2001) I 03/12/01 (2002) A 04/17/02 (2003) A 03/06/03 1. MENU, 3. MGR/MEM, 4. EVENTS, 6. NAMES, 7. LIST, 8. NEXT, 9. PREV ENTER SELECTION AND CR: 5/14/03 EVENT DETAIL SCREEN 8:49 AM CORP NUMBER: L00000006364 CORP STATUS: ACTIVE FILED DATE : 06/01/2000 CORP NAME : URBANISM -CORAL WAY , L.L.C. .ENT TYPE FILED EFFECTIVE DESCRIPTION DATE DATE NAME CHANGE 05/25/2001 OLD NAME WAS : INTERNATIONAL HOMES - AMENDMENT CORAL WAY, L.C. NEXT, 1. MENU, 2. FILING, 3. MGR/MEM, 4. TOP, 6. NAMES 7. LIST, 8. NEXT BY LIST, 9. PREV BY LIST ENTER SELECTION AND CR: • InU uL .0 n oinrr>:U 5EP. -13' DU (WED) 17 29 C3V LL:AHASSEE r in iEL:?I,jiUIu V, 3/ i b r,uu,) JCR-01-20OC 111 04=52 4t1 SIS0FRIED FAX No. 3115443 292 1100000014238 0 ARTICLES OP ORGAT4IZATXQM OF INTERNATIONAL HOMES -CORAL WAY, L.C. pi 04 The undersigned hereby associate themselves fortlie purpose of forming a limited liability company under the laws of the State of Florida, by and under the provisions of Chapter 608 of the statutes of the said State of Florida, providing for the formation, rights, privileges, immunities and liabilities of iirnited liability companies. ARTICLE j The Rams of the limited liability company is INTERNATIONAL HOMES - CORAL WAY, L.C. ART1S;,IE. U The general nature of the business to be conducted and carried on by this Cumpafy ls► A. The purpose of ttie entity is to acquire for Investment and development that certain reel property lying and being in Miami -Dade County, Florida, to own, manage, mortgage, lease, exchange, seal, pledge, develop, improVe, assign, cub -divide, or otherwise transfer and dispose of the said property; and, for any and ail other such purposes as may be permitted under the Laws or the state of Florida and of the united Strokes. The Company shall also have such rights and powers as shall be provided by Florida Statutes, 1 E000000I.4238 0 • JAN-U4- UU 1 THU Ui4 : ?_i'i'i IL Ah _ L . S'EP, -13' 00 (`ED) 17:20 CSC'',LLaHASSEE Hit NU, ,..U2. 4J, TEL: E' v, i � 1 U4!::i r, uui • UN-OI-2000 'fills 01062 Pii SIEGFRIED Ng i10. 3054433292 F. OS 1wQO40014238 o Chapter 608, and specifically Section 608.404 as presently enacted and as it may from time to time be emended. ........... ..... B. The Company may undertake are operating agreement not Inconsistent with the Constitution or laws of the United Staten the State of Merida, or with these Articles of Organization. ASTIcLE A. The Members are authorized to admit addltlonal members upon the payments by each additional member of a pro -raga capital contribution which shall be determined by the unanimous written decision of the then members. In Sikh event, amended articles of organization shall be prepared and filed, 8, Ail contributions by members shall be solelY of cash or property. C. No member shall receive any salary or drawing for services rendered on behalf of the company In his, her or its respective capacity as member, nor shall any member receive any interest on his, her cr Its contribution to the capital of the company. Notwithstanding anything to the contrary in this Agre.emont, the manager shall be entitled to be compensated for his, her or its services and to be reimbursed currently for all expenses, fees and Other disbursements incurred by the manager on behalf of the company. 0, Anything to the contrary herein notwithstanding, the Company shall have no power to make any payment to a mt rnber with respect to that member's contribution to the capital or the company without the consent of all 2 000000 4233 0 Jill-'U-tm UUI inu r!'I l kr`tt; i1 ha NU, : U 4,3c3 SEP. -I3' OD (`QED) 171n CSC(.,,LL.A ASSEE TEL:; 'ZI UUiU r. uua • 0-0s-Z404 1111.1 0063 Pti 5IEC IED FAX Ha 34544332E2 P. Q6 R00040014233 0 of the members and at a Writ when the company is insolvent or when such payment would make it insolvent or In any manner or at any time which would violate the provisions of Florida Stratuto, Section 608,426, Notwithstanding the foregoing, a member may demand return of any part or all of the members respective contribution to capital In accordance With the provisions of Florida Statutes, Section 808-Q7(2)• ARTc4W A. Each member shall contribute to the capital of the company the cash amount set opposite the rnember's name, Additional contributions, If any, to the capital of the company shall be mada pro-rata by the members in accordance with their reslsactiva following original capital contributions. No additional cpltal contributions are currently intended. NAME ADOR11*Ss, BRIAN L. STREUTZ ZULLY RUIZ 5220 N.W. t07 AV1=NUE MIAMK, Fi. 33178 5220 N,W. 107 AVENUE MtAMT, FL 33178 jTAJ.. o NTt ice. cc/WinuiIOt 6000 2000 B. 'The net profits of the company, and the net proceeds resulting from the same, mortgage, reftnanc;nnr and condemnation of the property held by it loll be divided among, and any losses shall be bnrrie by each of the members pro-rata in accordance with the respective members's Individual Investment and 3 110o00003.4236 0 JAN-04-2001 THU 04:26 FM S I F.GF I FD 4ORED) 17;29 CSr".11 AHASSEE r ... , AI^01-2DO ' 44rfi3 FM SIEGFR1 FAX NO. 31;4433292 F. 06/15 r_uua FAX NO, 3O 4433?$2 p, 07 R0o0o0014Z"" 0 capital contributions, Initially the members respective pro-rata Shares shall be as follows f RIAN i.. sTRaITZ 80% ZuLLY RulZ TOTAL. Tl� e term "net profits" of the company shall mean net profits derived from the property owned by tr,e company as ascertained through the use of generally accepted accounting practices. The following exceptions, however, shall apply: 1. Depreciated building, Improvements, furniture, fixtures, furnishings urrd equipment;hail not be taken into account; 2, Mortgage amortization paid by the company shall be considered a deduction; 3. All a mounts expended by the company in the dlscretlon of the manager, If arty, for capital Improvements shall be considered a deduetiori 4, A reasonable reserve as determined by the manager it any, shall be deducted to provide funds for Improvements, possible warranty claims er for any other contingencies of the company; and, .5, Proceeds of loads, refinancing, or additional contribution: by a member shall not be considered. 4 • B0000014238 0 • Jf N-U4-'UUl r1:-lU U4: 1`,...1e'r1f L SAP, - l a' QO (iED) 1729 C )LLAHAS EE • .31 01-2LOG Ti11104054 PI MECTFRIED C i1S W. ,D4JJ4'3G TEL: 121 lI}:ti F. Uu1 FAX NO. 3054433299. P, i7$ 11,Ot 400014238 0 Te net prom of the company shall be distributed et the discretion of the manager, if any, but not less frequently than annually. Upon the sale of the final parcel of real property, distribution shall be made of the net profits, not later than one -hundred twenty (120) days following the closing of such sale. C. The Debility of any member for the losses of the company shall in no event exceed the amount of the members respective contribution to the capital of the compariy, ARTICLE V A. The tam of the Company shall be from the date of the execution of these Andes of Organization through and lnduding the 31st day of becember, 2005, The Company, however, shalt bedissolved prier to such date upon the occurrence of any of the following events: �. Any disposition by the Company of its entire interest in all of the property described herein above, Including any mortgage or leasehold interest which the Company may acquire lr► exchange therefor; 2.. The unanimous written decision of the members to dissolve the Company; or 3, As otherwise provided under the provisions of Florida Statutes, Sections 608,441 and 608.448, bq BF Tha death or dissolution of a member or the assignment of the members Interest in the company shall not dissolve or terminate the company, 5 Ra000O 14/38 o • J N-04-200i THU 04:27 PM SIEGFRIEDD SEF, -1 Y 40 t ED) 17 : CS '"'j LLAHASSEE ire NU, IA46.;�'c 'Mil IU!U r, JUC .itltl-01--2Qa0 THU 04 E4 Pt: SIErF?IED FAX KC. 3054433292 lino noat.423a o P. C9 in the event Of assionment, death or dissolution of the member, the farmer rnemirs representative, receiver, trustee, or assignee snail have the rights of the former members interest therein, subject to the terms and conditions of this Agreement. c, Upon the termination or dissolution of the company, the manager shall proceed to liquidate the assets thereof which shall be applied and d1,tr1bt.Od in the following order of priority; 1. To the payment of the comporwts debts and liabilities, and the expense of liquidation. Z. To the creation of reserves aS may be deemed necessary by the manager far the satisfaction of any contingent or unforeseen liabilities or potential warranty claims and obligations of the company or of the manager arising out of or in connection With the operation, termination or dissolution or the company. Such reserve shall be held in an escrow account by an escrcnw agent to be determined by the manager. 3, To the repayment of all towns or advances made by any member to or for the company, in the event there are insufficient funds for the full satisfaction of such repayment, then payment, shall be pro rata. 4. Any balance remaining shall bedistributed„ among the members in accordance with their respective percentage Interests ps set forth herein above, 6 Hoopoon423a JAf --U4-UU! Hll U4;6ti SEP. -15' 00 (DYED) 17 ; 30 G>(''ALLAl1ASSEE • J-01-24O0 TRU i341S5 ?II SIEGFRIED FM NO, 3064.43329E catt0000t4,28 o r o. NU. EL1 �'i1'10 r, uo P, 49 P. 10 S. The members shall be furnished with a statement prepared by the c rnpany's then accountants which shall act forth the assets and liabilities of the company as of the date of liquidation and reflecting the distribution of the assets thereof. D. No member shall have the right to demand or receive property other than cash In return For its contribution. No member shall have priority aver any 001er member either as to contributions to capital or as to compensation by way of income. E. Upon dfssolUtiorl or termination, the manager shall have the duty to execLite, acknowledge and cause to be filed a statement of intent to dissolve and articles cf dissolution pursuant to the provisions of the Florida Statute. An1L1J z►'Y _ The name and street address of the initial registered agent a rid registered office of this Company is: Registered Agerzt/Address: SKfI-Dr INC. 2a1 ALI-tAinIkA. CIRCLE SUIT t 102 CORAL GABLES, FLORIDA 33134 The street Address and Mailing Address of the Initial Principal Office of this Company itsi 5220 N,W. to7 AVENU MIAMI, Ft.. 33 .7B However, this Company may, from timo to time, move the principal (Aloe to any other address In Fioridd, and shall have the right and power to transact 7 I-0000001,423E 0 JMN-U4-6UUI IrtU U4'w rnulL�3�i�, �l SEP, -IT 00NNiND) 17;34 C.SrLLAHASSEE rriA Yu. ,;0414,7;)cdF r fur luti r vlti • 3U 01-4 i to In 0415 RI $iEQFRIED FAX MO, aG64433232 P1 II 1=00°01.4238 0 business and establish offices within and without the state of Plarfde, and in foreign countries, as may be necessary or convenient, AR11CI A. The Company shall have ore (1) Manager initially, The number of Managers may ba increased or decreased from time to time by a majority vote of the Members. The name and address of the first Manager fs; FiRZAN l.a STAILITZ B. A majority vote of the members may Wed to dispense with the position of Manager and may reserve management of the Company to the members in proportion to their respective capital accounts from time to time. In such event, amended Articles of organization shalt be prepared and filed, C. The members reserve the right to adopt, alter, amend or repeal the regulations of the company. A majority of the members may elect to vest the foregoing powers in a manager or managers. D, A majority vote of the members shall be determined by reference to the respective capitol accounts of the members from time to time. Alkylcix VII A. The managers shall have the sole authority to borrow or lend money, and to maker deliver, or accept any commercial paper off.execute any mortgage, secUrity interest, bond, lease, purchase, or comet to purchase or sell any property owned by or for the benefit of the company, No member shall s HM00014238 0 • Jig,-04-2001 THU1 04 : 29 Pr 91 EGFR 1 ED SEP. -13' OO R EM1 17 ; 34 Cr'LLAHASSEE 1 Et?(, NU. .j N44 7L'�c MIA' 311 lUJk: JIIN-DI MU 04055 Pl1 SIEGFRIED FAX 11r3. 30E4d332s2 >vaoaa0014238 o P. 12 have any right to participate in the management or the company business unless there shell be no manager, in which event all ©i= the members shall have a right to participate in the company's business In accordance with their respective capital accouniz. 13, The managers shall have the power to employ brokers, agents, contractors, subcontractors, accountants, attorneys, and such other persons and sertices as the managers span from time to time determine. The fact that a member, bra relative of a member, is employed by, or direct or indirectly interested in or connected with any person, firm, or corporation employed by the company to render or perform a service, crfrom Which the company may purchase any property, snail not prohibit the managers from employing 6.rh person, firm or corporation, or from otherwise dealing with him, her or it. C. The managers shall maintain the following records at the company oftiee: 1. A current list of the full names and last known business addresses of ail Members. '2, A copy of the Articles of Organization and all certificates of amendment thereto together with executed copies of any powers of attorney pursuant to which any certificate was executed. Copies of the company's federal, state and local Iricame tax returns and reports, if any, forth the three (3) most recent years. Copies of any 9 R00000014238 0 • IrtU U4rn SE?, -13' COMO) EO) 17:30 CS ° M;b4i—IASSEE max,- i r ,li NQ. �c ^t`"• `i J:1 C_;7C TEL 1U1U r 1,7 1 :.) • ,1114-131-2flQt MI 04166 F l SIEGF.Im FAX NO, 8654431292 Ir/000000L4238 0 P. I6 written agreements between the members currently in erect and or uny financial statements or the company issued within the three (3) most recent years, Records of ell bank, checking or other financial accounts of the company. 4. Any and all other records required to be kept pursuant to Florida Statutes. b, Company funds shall be deposited in such account or accounts as the manager shalt designate, arid, withdrawals from such accounts shall be made upon sPch signature or signatures as the Members may designate, E, Any deed, bill of sale, mortgage, security agreement, lease, contract or sale, not or other commitment purporting to convey or encumber the interest or the company in all or any portion of any real or personal property at any time held in the name or the company shall be executed by the managers without the necessity of written evidence of the agreement of any member: No person entering lrtto any contract, agreement or otherwise accepting any of the foregoing docurnents shall be required to obtain the consent of any memae.r, the execul1an by the managers being prima facia evidence and conclusive proof of the consent of the members to the execution and deliver/ thereof. °4. F. ay regulations the members may confer powers upon the managers in addition to the foregoing, 10 H00000014238 0 JAN-U4 eJul ilriU U4,i41 m bitLet( hu StP. -13' QEDRip) 1711 CS- LLAHASSEE 7ELA 3?1 N 1U • AS-t11-2000 44t6B IDS SIEGFRIED FAX NO, 3O 44332S2 't1000 O001.4238 0 P. 14 ARTIcjaz No contract or other transactior between the company and any other firm or corporation shall be affected or invalidated by reason of tha fact that any one or more of the managers or members of this company is, or are, Interested in, or is a member, stackhoider, manager or officer or are members, shareholdem, managers or officers or such other firm or carpor#tiQn; and any manager or member, or members, individually or jointly, may be a party or parties to, or may be interested in, any contract or transaction of this company or in which this c o npafy is intend. NuteL X Any member may assign its interest and capital account in the company without the consent of the other members, provided that the member and its assignee shall execute such instruments as the managers may reasonably deem necessary to effectuate such assignment and shall furnish the managers with duplicate original copies thereof, IN W1'TNFss WHEREOF, the parties to these Articles of organization have hereunto set their hands and seals this .. day Witnesses: yy p rr,�p ft� r+ ;ve • L4 ��yya}n�/�h+' yy jj�aYi� p 00000QCO14i38 1 a 2.000, JHN--'CllUl li`i U4�iU Fri 11 i ft.0 SEP, -13` 00 iWED) 17 31 GS,'"` 'ALLA ASSEE t' HA !NU. J.i • • ,IU-fl1-2000 iidt] 04? ?!t MFRS FAX NO, 80641S292 ILOooao0142.3a o STATS OF FLORIDA SS; COUNTY OF MIAMI-DA1DE ) P. 15 I HEREBY c'I„RTIFY that on this day, before me, a Notary public, duly authorized in the Stuta and County named above to take ackr owledgmenks, personally appeared the foregoing to me known to be the parsons described In the foregoing Articles of Qrganitlon and who executed the ,date, WITN2S8 my hand and official set' in the Country and State named above t111S Z.? day of /tzr 2000. My Commission expires; 12 R00000014238 0 JH`-U4-e.i Ui lit./ U4 . 1 '1I binlrr' ?W) SEP, • 13' 00 L 1)) 17 ; 31 CS '-"ALLAHASSEG rHn lYU, 3 W3CUc TEL .321 1010 I•, I)I Ula 4 • • JUN-01--2000 ThU 04:57 Pt SIEGFRIED FR}4 1,10, .S0g4,423M P. 16 110000001.423/3 0 STATE OF FLORIDA j sS: CCUNTY OF MIAMI-DADE ) I HEREBY CE*TXFY that on this day, before rne, a Notary PuVic, duly authorized In khe Stag and County named above to take acknowledgments, personally appeared the foregoing to me known to be the persons described in the foregoing Articles of Organization and who executed the same. wr'r'NESS my hand end official seal in the Count and State named above this 211 day of, . - _ , Zaa01 Wm/4 M tv . eanvi My Cvmmisslon Expiresr NOTARY PUCiSLTC f �--- ARTICLES OF AMENDMENT 'CHANGING CORPORATE NAME 1. Article 1 of the Articles of Organization of INTERNATIONAL HOMES -CORAL WAY L.L.C. which was filed on June 1, 2000 is hereby amended to read as follows: "The name of the corporation is "URBANISM -CORAL WAY, L.L.C." 2, The foregoing amendment was adopted by the members of this corporation on the r day of , 2001, iN WITNESS WHEREOF, the undersigned Manager/Member of this corporation has executed these Articles of Amendment this / da of 1 h,60,121 2001, By: Brian nager/Member BEFORE ME, the undersigned authority, on this day personally appeared BRIAN STRELITZ, as Manager/Member of URBANISM -CORAL WAY, L.L.G. to me well known to be the person described in and who executed the foregoing and acknowledged to and before ma that he executed this instrument for the purpose therein expressed. SWORN TO AND SUBSCRIBED to before me this f day of '. Eat) -'L 2001. „az_ ))1 N TARY PUBLIC State of Florida et Large My Commission expires: J!/l/lllffll!lliNllNliiflfr'Jf!ll2lf/.�lJllllllJll t ,AY Pkt flirts M. Iglesias a` Nolery Piybl;a, Staie of Florid; c * CommixzlostNo. CC 648M41 'r'ol pko My Cu(ammion P-xp. 05121112001 imo-3-NOTatY.FltNcurySrrrive3har.NatCa. < Ro1OOOOI72 6 8 RESOLVE© AS FOLLL 1. That the name of the company be changed to that of UREANISM-CORAL. WAY, L.L.C. 2, That the Member be and he hereby is authorized and directed to execute Articles of Amendment of the Articles of Organization and to have said instrument filed in the office of the Secretary of State in Tallahassee, Florida, 3. Thatthe Member is hereby authorized to execute a Certificate of Amendment of the Bylaws of this company evidencing the change of the corporate name as authorized hereby and to affix said certificate to the Bylaws of this company, 4. That the Member is hereby authorized and directed to execute any further documents, pay the necessary fees and costs, and do any and ail things that may be necessary to effectuate the foregoing resolutions. Dated this r day of H0L000017256 8 • , Manager/Member