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Home My WebLink AboutState of Florida Documents•.-{ DP;ur n l certify from the records of this office that 2937 FERRARI, LLC, is a limited liability company organized under the laws of the State of Florida, filed on October 10, 2005. The document number of this company is L05000100158. I further certify that said company has paid all fees due this office through December 31, 2005, and its status is active. CR:2E022 f2-03 -41 Given under my hand and the Great Seal of the State of Florida at Tallahassee, the Capitol, this the Twenty-first day of November, 2005 • • 1 certify from the records of this office that 2915 BISCAYNE, LLC, is a limited liability company organized under the laws of the State of Florida, filed on December 22, 2004, The document number of this company is L04000092733. 1 further certify that said company has paid all fees due this office through December 31, 2005, that its most recent annual report was filed on August 12, 2005, and its status is active. Given under my hand and the Great Seal of the State of Florida at Tallahassee, the Capitol, this the Twenty-second day of November, 2005 .32/.22./2004 3:$9 2( raox sax Lucky etnd p.A. '^O: 1$522D50383 1RG.E: 002 QV 002 (((H04000251059 3))) .E-FILING ,fir ' 4F ORGANIZATION FOR A FLORIDA LIMITED LIABILITY COMPANY ARTICLE I: Name The name of the Limited Liability Company is: 2915 Biscayne, LLC - - ARTIC .E ii .id. resar: The mailing address and street address of the principal office of the Limited Liability Company is: { 460 West 43"t Street, Miami Beach, Florida 33140 The name and the Florida skeet address of the registered agent are: Bernardo Motola, Esq., Lasky fi. Motoln, P.A., 301 Almeria Avenue, Suite 345, Coral Gables, Fioridst 33134 Having been named as registered agcrxt and to accept service of process for the above stated limikecl liability company at the place designated in this certificate, I hereby accept the appointment as registered agent and agree to act in this capacity. I further twee to comply with the provisions of all statutes relating; to the proper and complete performance of my duties, and 1 am familiar with and Accept the obligations of my position as registered agent as provided for i*x Chapter 60S, F.S. Bernaz4'1f_.49 la . Registered Agent's Signature Article TV Management The Lin ted Liability Company is to be managed by one Manager or more managers and is, therefore, a manager managed company. "Vves sarrouk12. Mana.gar Signature of Member or Authorized Representative (In accoLiance with section 608.408(3), Florida Statutes, the execution of this ractrme iT constitutes an affirmation under the penalties of perjury that -the facts stated herein are tie.) 'rues Barrev}th Typed or Printed Name of Signer (((B04000251.059 3))) • • • • ARTICLES OF ORGANIZATION OF 2937.F RRA.RI, LLC ARTICLE (Name of Company) The name of the Limited Liability Company is: 2937 Ferrari, LLC, hereinafter referred to as the "Company' ART/CIE XI (Address of Company) The principal office address, mailing address and registered office of this Company, until such time the same is amended is: Courthouse Plaza, Suite 500, 28 West Flagler Street Miami, Florida 33130-1891. IRTICLE (Address of Company) y -1 Having been named as registered agent and to accept service of process for the above stated Limited Liability Company, at the place designated in this Certificate, I hereby accept the appointment as registered agent and agree to act in this capacity. I further agree to comply with the provisions of all statutes relating to the proper and complete performance of my duties, and 1 am familiar with and accept the obligations of my position as Registered Agent as provided for i hapter 608, Florida Statutes. .-i r2 The initial name of the Registered Agent of this Company, and the Florida Street Addy _ of the Registered Agent are: . , ', (:::) r Name: Harvey D. Rogers °,nnc ; Address: Courthouse Plaza, Suite 500 r 28 West Flagler Street Miami, Florida 33130-1891. AR TLCLE IV (Management of Company Business) All Company business affairs shall be managed under the direction of, and by a majority vote of the percentage vote of the Members/Manager(s) based upon their respective ownership interest in the Company. The names and address(s) of the Managers)/managing Members axe: -- • • • 1. Yves R. Barroukh: (MGRM) 2. I ohi Karp: (MGR) Courthouse Plaza, Suite 500 28 West Flagler Street Miami, Florida 33130- l 891. Courthouse Plaza, Suite 500 28 West Flagler Street Miami, Florida 33130-1891. ARTICLE V (Contribution of Capital) The initial capital cash contribution or other identified contributions in kind, with the agreed upon cash valuation of the non -cash items to this Limited Liability Company, shall consist of the following Capital contributions by the following Members: Name of Member: C9mtibu1ion: kercenlage: 1. Yves R. Barrouklt $ 500.00 50% 2, Kobi Karp $ 500.00 50% All of the contributions of the Members to capital in this Limited Liability Company may be in the form of cash or in property, tangible or intangible, personal, real or mixed. Contributions of capital shall be paid within 15 days after the filing of these Articles of Organization with the Department of State of Florida. Additional capital contributions to equity in the Company, or loans made to the Company, shall be made or determined required, from time to time, based upon the needs of the Company as determined by its Members in conformity with the Company's Rules and Regulations. Failure to contribute capital as agreed, shall result in the individual or entity in default being removed as Member and the prorata share distributed to the remaining Members. ARTICLE VI (Division of Profits and Losses) Members shall be entitled to the net profits arising from the operation of the Company's business according to the Member's prorata interest share in the Company. Similarly, losses shall be passed through to each Member according to the Member's prorata interest share in the Company. ARTICLE V.II (Duration of Company) The period of duration for this Company shall be perpetual. -2 - • • • • } ARTICLE VIII (Amendment to Articles and Regulations) This Company shall have all the powers enumerated in the Florida Limited Liability Company Act as provided in Chapter 608, Florida Statutes, and its amendments and modifications. The Members by a majority vote of the percentage of ownership, shall have the power to adopt, alter, amend or repeal the Articles of Organization and the Company's Rules and Regulations of this Company in compliance with the Florida Limited Liability Company Act. ARTICLE IX (Rules and Regulations Established) The Members of the Company have adopted Rules and Regulations for the management and business affairs of this Company which are consistent with. the Articles of Organization of the Limited Liability Company or applicable provisions of Federal or State laws. ARTICLEX (Transfer and Admission of Additional Members) This Company shall have two (2) initial Members, the number of which may be increased or decreased, from time to time but shall never be less than two (2) Members. Members have the right to admit other members in compliance with the Rules and Regulations adopted and the terms and conditions therein set forth by a majority vote of the percentage of ownership interest. A Member's interest in this Company, may be transferred with the written consent of majority vote ofthe percentage of ownership of the Members if the transferee intends to become a Member. Without written consent, the transferee shall not be entitled to become a Member or participate in the management of the Company, but shall be entitled to a share of the profits or other compensation or return of contributions to which the transferor may otherwise be entitled. ARTICLE XI (Member's Meetings) Meetings ofthe Members shall be held on the first Tuesday of February of each year without call or notice at the Company's Registered Office at 2:00 P.M., or if other wise noticed, at such times and places selected by the majority vote of ownership. Special meetings may be called by a Member in accordance with the Rules and Regulations at any time after giving 5 days notice to the other Members. Minutes shall be kept of all regular and special meetings. ARTICLE XII (Continuation of Business) The remaining Members of this Company shall have the right to continue the business on the death, retirement, resignation, expulsion, bankruptcy, or dissolution of a Member of this Company • • as provided in the Rules and Regulations of the Company and by the substitution of a new Member, if statutorily mandated or required by the remaining Members by a majority vote of the percentage of the ownership interest in the Company. However, at no time shall the Company have less than two (2) Members. ARTXCLEAUI (Title to Assets) All property brought to, contributed to, transferred to, acquired or purchased by the Company, shall be held, owned and conveyance shall be made in the name of the Company. Rule and Regulations of the Company shall designate and provide an authorized agent for execution of contracts and other documents relating to property of the Company. ARTICLE XIV (indemnification of Members) The Company shall indemnify all of its Members, Agents or Managers, or any former Members, Agents or Managers, against expenses actually and reasonably incurred or in connection with the defense or an action, suit, or proceeding, whether civil or criminal, in which they are a party and to the full extent permitted by law for all acts done or made on behalf of the Company. IN WITNESS WHERE F, the undersigned ve executed these Articles of Organization this '74 day of , STATE OF FLORIDA COUNTY OF MIAMI-DADE Ha (En ac ogers an with Section 608.408(3 document constitutes and affi fuss stated herein are true. Ackno„wkdged, Sworn to and subscribed before me this n day of , by: Harvey_D. Rogers, who did/did not Lai. oatil Notary Public - State of Florida My Commission Expires n: Personally Known: OR Produced Identification Of: - 4 - Lion of this its of perjury that ry: c—) • C,