HomeMy WebLinkAboutArticles of Incorporation 2SEP-13-01 TRU 9:40 AM
ARTICLES OF INCORPORATION
OF
SARMIl NTO HOLDINGS, INC.
A Florida Corporation
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The undersigned incorporator, fur the purpose of forming a corporation
pursuant to the laws of the State of Florida, Florida Statutes, Chapter 607, hereby
adopts the following Articles of Incorporation:
ARTICIF I _ thiglidE
The name of the Corporation is S rmionto Holdings. Inc., a Florida corporation.
Aati,E tl_ I1,1ni, r � a AnDREfiR
The Corporation's mailing address is; 2012 Fisher Island Drive, Fisher Island,
Florida 93109.
ARTIaE.,lt1 „JAI IRATIoN
The Corporation shall have perpetual existence.
Tho purpose for which the Corporation is organized Is to transact any or all
lawful business for which corporations may be organized under Florida Statutes,
Chapter 607.
_ The Corporation shall have the authority to issue one class of stack only. The
aggregate number of shares which the Corporation shell have authority to Imo is
1,000 shares of common stock. Each share shall have a par value of $1,00.
ARTICj ! Vi . PI LV BIC21:IS
Thera shall be no pre-emptive rights granted to the shareholders upon the sake
of any stock by any shareholder or the issuance of any stock by the Corporation.
Akre E VII - RFrAS 'FF n Ar;EAIr
The street address of the initial registered agent of the Corporation is 80O
Corporate Drive, Suite 51O, Fort Lauderdale, Florida 33334. The initial Registered
Agent at such address is William G. Salim, Jr.
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1, The property, business and affairs of the Ca
by a Board which shall consist of not less then one ter anon shall y n,
provide for a method of determiningthe ell dlra�ctor, the Bytativs may the absentee of a determination es tthe number roffdirectors/ l{ tha from time shallto Limo. in
of one (1) director. Directors are not required to be shareholdrs of therCor consist
2. Directors �,�y be removed h AOFatlot�,
be filled In the mannerctors pray i byand vacancies on the
the Bylaws. rd of Directors shalt
3. The Initial Board of Directors shall consist of one t
l director. The
and address of the initial Director is: Eduardo Terranova, 20t2 Island Drive, name
island, Flerida 33109. eFisher
name and street address
The
Suit 510, Fort L of the derale, Flordaa333or 1s: William. Salim, Jr., BUq
34.
The officers of the Corporation shall be a preSldent, vice president, secretary,
treasurer and such other officers as the Board of Directors may from time to time by
resolution create. The officers shall serve at the pleasure of the Board of Directors,
and the Bylaws may provide for the removal from office of officers
vacancies, end for the duties of the officers. Any person may hold more for
1. The Corporation shall Indemnify ah threatened to be made aany Y person who vitas or is a party, or is
suit Cr proceeding, whethereciviil,tcriminal,thradm administrative investigative' n sal action,
an action by or in tha right of the Corporation by (other than
e director, employee, offiaar or agent of the Ca poretsiun,ea the
fact
expenses
s I l wasg
attorneys` fees), judgments, fines and amounts 8 xpar►ses 'Including
reasonably incurred by him in connection with the action, Bull or proceeding Iand
f he
acted in good faith and in a manner he reasonably believed to be in, or not opposed
to, the best Interest of the tsar
proceeding, if he had no reasonabrecn; and cause to �eveeistcondr criminal
waal unitaw or
except. that no indemnif'teation shall be made in respect to any claim, Issue or matter
as to which such parson shall have been adjudged to be liable for gross negligence or
willful misfeasance or malfeasance in the performance of his duties to the
Corporation unless and only to the extent that the court In which the action or suit
wes brought shell deterrnine, upon appilcation, that despite the adjudication of
iiebllity, but In view of all the circumstances of the case, such person is fairly and
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reasonably entitled to indemnity for such expenses which the court shall deem
proper. The termination of any action, suit or proceeding by Judgment order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not,
in and of itself, create a presumption that the person did not act in good faith and in
a manner which he reasonably believed to be in, or not opposed to, tha best interest
of the Corporation: and with respect to any criminal action or proceeding, that he had
no reasonable dense to believe that his conduct was unlawful.
2, To the extent that a *actor, officer, employee or agent of the
Corporation has been suocessfuf or: the merits or otherwise in defense of any action,
suit or proceeding referred to in Paragraph 1 above, or In defense of any claim, Issue
or matter therein, he shall be indemnified against expenses lit�luding attorneys' fees
and appellate attorneys' fees) actually and reasonably incurred by him In connection
therewith.
3• Expenses incurred in de%in nor i
criinal action, Stilt or
proceeding may be paid by the Corporation advance of the final diepoeltion of such
action, suit or proceeding as authorized by the Board of Directors in the specific case
upon receipt of an undertaking by or on behalf of the director, officer, employee or
agent to repay such amount unless it shall ultimately be determined that he is erititfed
to be indemnified by the Corporation as authorized herein,
4. The indemnification provided herein shall not be deemed exclusive of
any other rights to which those seeking indemnification may be entitled under the
laws of the State of Plorlda, any Bylaw, agreement, vote of members or otherwise,
end as to action taken In an official capacity white holding office, shell continue es to
a person who has ceased to be a director, officer. employee, o agei t and shall inure
to the benefit of the heirs, executors end administrators of such a person.
5. The Corporation shall have the power to pu chase and maintaininsurance on behalf of any person who is or was a diraator,jofficer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, Joint venture,
trust or other enterprise, against any liability asserted against him and incurred by him
in any such capacity, as arlcing out of his status as such, whether or not the
Corporation would have the power to indernnrfy him against such liability under tho
Provisions of this Article,
A.TICLEXILjiyuaiS
The first Bylaws shall be adopted by the Board of O restore and may be
altered, amended or rescinded by the Directors and/or the shareholders fn the manner
provided by the Bylaws.
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A.BILCLEXeLeAMEIVDMENT4
Amendments to these Articles of Incorporetiors shall b
manner, except as otherwise provided by law:
made in the following
1. The Board of Directors shall adopt a resolution eettitlo forth the
proposed amendment and, if shares have been issued, directing that it be submitted
to a vote at a meeting of the shareholders, which may be either the annual or a
special meeting. tf no shares have been issued, the amendmetnt shall be adopted by
e vote of the majority of the 131rectore and the pravis one for adoption by
shareholders shall not apply.
2. Written notice setting forth the proposed amendment or a summary of
the changes to be effected thereby shell be given to each ishareholder of record
entitled to vote therein within the time and in the manner provided by Florida
Statutes, Chapter 807, for the giving of notice of meetings oo shareholders. If the
meeting is an annual meeting, the proposed amendment or such summary may be
included in the notice of such annual meeting.
3. At such meeting, a vote of the shareholders entitled to vote thereon
shall be taken on the proposed amendment. The proposed amendment shall be
adopted upon receiving the affirmative vote of the holders of a majority of the shares
entitled to vote thereon.
4. Any number of amendments may be submitted to the shareholders end
voted upon by them at any one meeting,
5. If all of the directors end all of the shareholders of the Corporiedon
eligible to vote sign a written statement manifesting their intention that an
ticles of inorporetion be adopted, the
therebymbe adopted asent to the r though the requirementsset forth a ovn he amendment shalt
e �ad been satisfied.
B. The shareholders may amend the Articles of Incorporation without en
eat of the directors at a meeting for which notice of the changes to be made is given.
7. Articles of Amendment shall be prepared and shall be executed by the
Corporation by its President or Vice President and by Its Secretary or en assistant
secretary, and acknowledged by one of the officers signing such Articles, end shell
set forth:
A. The name of the Corporation.
B. The amendment so adopted.
C. The date of the adoption of the amendment by the shareholders
or by the Board of Directors when no shares have been issued.
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If such amendment provides for an exchanger reclesafficatinn, or
cancellation of issued shares, end If the manner in which the
same shall be effected is not set forth within the amendment,
then a statement df tha manner in which the same shall be
al fectad.
8. if the amendment Is made by the incorporator or Director(s) before the
issuance of any shares, the Articles of Arrt
Incorporator or D"rreatorls}, as the case may be, and hall set endment afa ha executed by the
D.
A.
B.
The name of the Corporation.
The amendment so adapted and the date f the adopn,
C, A statement that the amendment is made! tioby the inc
Director(s) before the issuance of any shares, crlaoratar or
9. The Articles of Amendment shell be delivered to the Department of
State of the Stets of Florida. Upon the filing of the Artlalas of Amendment by the
Department of State, the amendment t;
�dl! become effeeti a and the Articles of
Incorporation shall be deem
ended to be amended acoordtrtgly.
WHEREF01 1:, the Incorporator has executed those Aria
this day of September, 2001.
incorporator
es of Incorporatian on
I, William G. Salim, Jr., accept appointment es the initial
the Corporation and I am familiar with, and accept, registered agent of
agent provided for in Section 607.325 of the Florida 8 et�bligations of a registered
glatered geint
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• heom1` ,,3i.. .
STATE OF FLORIDA
COUNTY aF BROWARb j SS:
The foregoing instrument was acknowledged before , me this day of
September, 01, by William G. Salim. Jr. as Inoorporato end Initial Reeletered
Agent, who J is personally known by me or C ) produced
—�--� as identification,
My Commission Expires;
Cade 11bnrtts
Goaw(mias 4 00 ISM
ZION & . 4,Wg
/fa cc 37.-
N+TARY PUBLIQ, STATE OF ORADA
Print Name•
Commission No.
p 7
I I
Delaware
The First State
PAGE 1
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF FORMATION OF "FUEL MIAMI LLC", FILED
IN THIS OFFICE ON THE FIFTEENTH DAY OF JUKE, A.D. 2006, AT 1:59
O ' CLOC1£ P . M.
4153709 9100
060579111
Harriet Smith Windsor, Secretary of State
AUTHENTICATION: 4830055
DATE: 06-15-06