HomeMy WebLinkAboutArticles of OrganizationARTICLES OF ORGANIZATION OF
SARMIENTO ADVERTISING GROUP, L.L.C.
The undersigned hereby certify that we have associated ourselves together for the purpose
of becoming a limited liability company under the laws of the State of Florida, providing for
the formation, rights, privileges and immunities of limited liability companies for profit. We
" further declare that the following Articles shall be the Charter and authority. for the conduct of
business of such limited'liability company. x;
ARTICLE I
NAME
The name of the limited liability company shall be SARMIENTO ADVERTISING GROUP,
L.L.C., and its principal place of business shall be in the City of Miami, County of Dade, State
of Florida, but it shall have the power and authority to establish branch offices at suclk.O.Rce o.
places as may be designed by the members.
',n r�s
ARTICLE IT �e t-''
fri
PURPOSES AND POWERS -
ny21
The general nature of the business or businesses to be transacted and which the limited ilityy
company is authorized to transact in addition to those authorized by the laws of the egg of
�
Florida, and the powers of the limited liability company, shall be as follows:
1. To engage in any activity or business authorized under the Florida Statutes.
2. In general, to carry on any and all incidental business; to have and exercise all
the powers conferred by the laws of the State of Florida, and to do any and all things herein set
forth to the same extent as a natural person might or could do.
3. To purchase or otherwise acquire, undertake, can-y on, improve -or develop, all
or any of the business, goodwill, rights, assets and liabilities of any person, firm, association, or
corporation, carrying on any kind of business of a similar nature, to that which this limited
liability company is authorized to carry on, pursuant to the provisions of the Articles, and to
bold, utilize and in any manner dispose of the rights and property so acquired.
4. To enter into and make all necessary contracts for its business with any person,
entity, partnership, association, corporation, domestic or foreign, or of any domestic or foreign
state, government or governmental authority, or of any political or administrative subdivision
Document Prepared By
Rickard A. Alayon, Esq.:
hone falphen Leon, Esq.
Florida .liar No.: 481834
Alayon & Associates, P.A.
2450 S. W. 13 7th Avenue, Suite 226
:Viand, Florida 33175
Tel: (305) 221-2110
or. department thereof, and to perform and carry out, assign, cancel or rescind any of such
contracts.
5. To exercise all or any of the limited liability company powers and to carry out
all or any of the purposes enumerated herein, otherwise granted or permitted by law, while
acting as agent, nominee, or attorney, -in -fact, for any persons or corporations, and perform any
service under contract or otherwise for any corporation, joint stock company, association,
partnership, fin-n, syndicate, individual or other entity, and in such capacity or under such
arrangement develop, improve, stabilize, strengthen, or extend the property and commercial
interest thereof, and to aid, assist, or participate in any lawful enterprise in connection therewith
or incidental to such agency, representation, or service, or to render any other service or
assistance insofar as it lawfuIIy may under the Iaws of the laws of the State of Florida,
providing for the formation, rights, privileges, and immunities of limited liability companies for
profit.
b. To do everything necessary, proper, advisable, or convenient for the
accomplishment of any of the purposes, or the attainment of any of the objects, or the
furtherance of any of the powers herein set forth, either alone or in association with others,
incidental or pertaining to, or going out of, or connected with its business or powers, provided
the same shall not be inconsistent with the laws of the State of Florida.
7. The several clauses contained in this statement of the general natur5 tI e,
business or businesses to be transacted shall be construed as both purposes and powers'-pg thlE
limited liability company, and statements contained in each clause shall, except as oitle4vis
expressed, be in no way limited or restricted by reference to or inference from the terma:5 anyy
CA)
rro =C
ZE
8. Nothing herein contained shall be deemed or construed as authori
permitting, or purporting to authorize or permit, the limited liability company to carry-ganp
business, exercise any power, or do any act which a limited liability company may note under
the laws of the State of Florida, lawfully carry on, exercise or do.
other clause. They shall be regarded as independent purposes and powers.
ARTICLE IIi
CAPITAL CONTRIBUTIONS
Capital contributions in the amount of Ten Thousand and 00/100 Dollars (S10,000.00) cash
shall be paid to the limited liability company by the members as foIIows:
SILVIA FAMES 1%
EDUARDO TERRANOVA 99%
Additional contributions will be made as required for investment purposes, as determined by
unanimous consent of the members. Members will make contributions in amounts -equal to
aforementioned shares.
2
ARTICLE IV
PROFITS AND LOSSES
1. Sharing, of Profits. The.m.rs shall be entitled to the net profits arising from
the operation of the limited liability company business that remain, after the payment of the
expenses -of conducting the business of the limited liability company as follows:
SILVIA JAMES I %
EDUARDO TERRANOVA 99%
The distributive share of the profits shall be determined and paid to the members on the
anniversary date of the commencement of business of the limited liability company.
2. Losses. All losses that occur in the operation of the limited liability company ,
business shall be paid out of the capital of the limited liability company and the profits &he—
business.
ARTICLE V 17;
LIMITED LIABILITY COMPANY POWERS —v
All limited liability company powers shall be exercised by or under the authority of, ana,
business and affairs of this limited liability company shall be managed under the directidg f
the members of this Iirnited liability company. This Article may be amended, from time to
tune, in the regulations of the limited liability company by an unanimous vote of the members
of the limited liability company.
ARTICLE VI
DURATION
The limited liability company shall exist perpetually existence or until dissolved in a manner
provided by law, or as provided in the regulations adopted by the members.
ARTICLE VII
PRINCIPAL PLACE OF BUSINESS AND MAILING ADDFI.ESS ..
The principal office and mailing address of this limited liability company shall be c/o Mayon &
Associates, P.A., 2450 S.W. 137th Avenue, Suite 226, Miami, Florida 33175.
3
ARTICLE VIII
MANAGEMENT
Management of this Iimited liability company is reserved to .a manager, who shall serve as such
until the first annual meeting of members or until its successors are elected and qualify, whose
name and address are as follows:
SILVIA JAMES
c/o Alayon & Associates, P.A.
2450 S.W. 13711' Avenue
Suite 226
Miaani, Florida 33175
ARTICLE IX
INITIAL REGISTERED OFFICE x CD
AND REGISTERED AGENTTsa
_ m
The address of the initial registered office of the limited liability company is pw
REGISTERED AGENT, INC., 2450 S.W. 137th Avenue, Suite 226, Miami, Florida 335,7
and the name of its initial registered agent at such address is A&P REGISTERED A[ }abT,
INC.
=rn
ARTICLE X
RESTRICTIONS ON MEMBERSHIP
-
Members shall have the right to admit new members by unanimous -consent. Contributions
required of new members shall be determined as of the time of admission to the Iimited liability
company.
A member's interest in the Iimited liability company may not be sold or otherwise transferred,
except with unanimous written consent Of a majority of the members.
Upon the death, retirement, resignation, expulsion, bankruptcy or dissolution of a member, or
the occurrence of any other event that terminates the continued membership of a member in the
limited liability cornpany, the remaining members shall have the right continue the business
upon unanimous consent of such remaining members.
The undersigned, being the original members of the limited liability company, hereby certify
that , the foregoing constitutes the proposed Articles of Organization of SARMJENTO
ADVERTISING GROUP, L.L.C.
4
Executed by the undersigned at Miami, Miami -Dade County, Florida, this t ] day of _
January, 2001.
SILVIA JAMES, Managing Member
STATE OF FLORIDA )
) SS.
COUNTY OF MIAMI-DADE )
The foregoing Articles of Organization of SARMIENTO ADVERTISING GROUP, L.L.C.,
were acknowledged before me, a Notary Public in and for the State of Florida, this 17 day
of January, 2001, by SILVI4 JAMES, Managing Member, who is personally known to me or
who has produced (d('r A r.�. as identification, of ehalf of the Trimited
Liability Company. ��� ac,) (:)
r "rn —
r. C.-
�--I-1 =
omoANtiorrs ac ua - , State of Florida ,' ' ,
GRAcI ARSORBII '.3 W
My Commission Expires: NOTARY PUBLIC STATE OP FLORIDA _Ti -p
COMMISSION NO. CQ6736P
MY COMMISSION $7CA. AUG. 732001 4-�-1 x-
ACCEPTANCE BY REGISTERED AGENT
Having been appointed the registered agent of SARMIENTO ADVERTISING GROUP,
LLC, the undersigned hereby accepts such appointment, agrees to act in such capacity, and
accepts the obligations imposed by Florida Statutes Section 607.325.
Executed this 00 day of January, 2001.
A&P REGIST A ENT, I
5
Ivette f 1phen Leon,