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HomeMy WebLinkAboutIH State of Florida DocumentsControl No. 0553769 STATE OF GFORG Secretary of State Corporations Division 315 West Tower 42 Martin Luther King, Jr. Dr. Atlanta, Georgia 30334-1530 CERTIFICATE OF EXISTENCE I, Cathy Cox, Secretary of State and the Corporations Commissioner of the state of Georgia, hereby certify under the seal of my office that GROUPER UTD, LLC Domestic Limited Liability Company was formed or was authorized to transact business on 08/10/2005 in Georgia. Said entity is in compliance with the applicable filing and annual registration provisions of Title 14 of the Official Code of Georgia Annotated and has not filed articles of dissolution, certificate of cancellation or any other similar document with the office of the Secretary of State. This certificate relates only to the legal existence of the above -named entity as of the date issued. It does not certify whether or not a notice of intent to dissolve, an application for withdrawal, a statement of commencement of winding up or any other similar document has been filed or is pending with the Secretary of State. This certificate is issued pursuant to Title 14 of the Official Code of Georgia Annotated and is prima -facie evidence that said entity is in existence or is authorized to transact business in this state. WITNESS my hand and official seal of the City of Atlanta and the State of Georgia on 12th day of September, 2006 Cathy Cox Secretary of State Certification Number 2825S0-1 Reference: Verify this certificate online at http://corp.sos.state.ga.usieorpisoskbiverify.asp • cws Control No. 0553769 STATE OF GFORG Secretary of State Corporations Division 315 West Tower 42 Martin Luther King, Jr. Dr. Atlanta, Georgia 30334-1530 Certified Copy I, Cathy Cox, Secretary of the State of Georgia, do hereby certify under the seal of my office that the attached documents are true and correct copies of documents filed under the name of GROUPER UTD, LLC Domestic Limited Liability Company Said entity was formed in the jurisdiction set forth above and has filed in the Office of Secretary of State on the loth day of August, 2005 its certificate of limited partnership, articles of incorporation, articles of association, articles of organization or application for certificate of authority to transact business in Georgia. This Certificate is issued pursuant to Title 14 of the Official Code of Georgia Annotated and is prima -facie evidence of the existence or nonexistence of the facts stated herein. WITNESS my hand and official seal of the City of Atlanta and the State of Georgia on 12th day of September, 2006 Certification Number: 282581.1 Reference: Verify this certificate online at hlltp://corp.sos.state,ga.us/corp/saskb/verify.asp Cathy Cox Secretary of State • • Secretary of State Corporations Division 315 West Tower #2 Martin Luther King, Jr. Dr. Atlanta, Georgia 30334-1530 ANGELA E. YARBROUGH KING & SPALDING LLP I91 PEACHTREE STREET ATLANTA, GA 30303 CONTROL NUMBER: 0553769 EFFECTIVE DATE: 08/10/2005 JURISDICTION : GEORGIA REFERENCE : 0044 PRINT DATE : 08/10/2005 FORM NUMBER : 356 CERTIFICATE OF ORGANIZATION I, Cathy Cox, the Secretary of State of the State of Georgia, do hereby certify under the seal of my office that GROUPER UTD, LLC A GEORGIA LIMITED LIABILITY COMPANY has been duly organized under the laws of the State of Georgia on the effective date stated above by the filing of articles of organization in the Office of the Secretary of State and by the paying of fees as provided by Title 14 of the Official Code of Georgia Annotated. WITNESS my hand and official seal in the City of Atlanta and the State of Georgia on the date set forth above. 1111111111111 II I111111i 111111111111tI1111III1 Cathy Cox Secretary of State Certification#: 282581-1 Page 1 of 3 • • • CATHY COX Secretary of State DOCKET 1 POCKET CODE OFFICE OF SECRETARY OF STATE CORPORATIONS DIVISION 315 West Tower, #2 Martin Luther King, Jr. Oliva Atlanta, Georgia 30334-1530 (404) 656-2817 Registered agent, officer, entity status information via the Internet http./ www.georgiacorporations.or9 TRANSMITTAL INFORMATION GEORGIA LIMITED LIABILITY COMPANY TYPE CODE DATE FILED PENDlN0 V EXAM WARREN RARY Director ENRICO M. ROBINSON Assistant Director CONTROL# OP'Pqr AMOUNT CHECK, RECEIVED RECEIPT 1 JURISDICTION (COUNTY) CODE NOTICE 70 APPLICANT; PRINT PLAINLY OR TYPE REMAINDER OF THIS FORM 1. N t/J 19 d,0,ilir LLC NameameReserve n (' one has been obtained; if articles are being tied without prior reservation, leave this line blank) LLC r" , Grouper UTD, LLC LLC Name (List :wady as it appears in articles) z, Thomas K. Dotienrod 404-442-5530 Name of person fling articles (certificate wili be mailed to this person, at address below) Telephone Number c/o Goddard Investment Group, LLC, 3390 Peachtree Road, NE, Suite 1200 Address Atlanta GA 30326 City State Zip Code 3. 18001 Old Cutler Road, Suite 600 Principal Office Mailing Address of LLC (Unlike registered office address, this may be a peel office box) Palmetto Bay FL 33157 City State Zlip Code 4, Russell F. Read Name of LLC's Registered Agent in Georgia c/o Goddard investment Group, LLC, 3390 Peachtree Road, NE, Suite 1200 Registered Office Street Address of LLC in Georgia (Post office box or mail drop not acceptable for registered office address) Atlanta Fulton GA 30326 City County State Zip Code 5. Narne and Address of each organizer (Attach additional sheets if necessary) Thomas K. Dotzenrod 3390 Peachtree Road Organizer Address City State Zip Code Suite 1200 Atlanta GA 30326 Organizer Address City State Zip Code 6, Mall or deliver the following !hems to the Secretary of State, at the above address: 1) This transmittal form 2) Original and one copy of the Articles 01 Organization 9) Filing fee of $100.00 payable to Secretary of Slate. Piling fees are NON -refundable. Ka• AO V 1 .ZOO % Authorized Signature Da(e Member, Manager, Organizer or Attorney -intact (Circe one) Request certificates and obtain entity Information via the Internet: http:llwww.georgiacorporations.org FORM 231 Ccrtiticatio©ir. 282581-1 Page 2 of 3 ARTICLES OF ORGANIZATION OF GROUPER UTD, LLC 1. The name of the limited liability company is GROUPER UTD, LLC (the "Company'), 2. The management of the Company is to be vested in the following member of the Company: GROUPER BISCAYNE, LLC 18001 OLD CUTLER ROAD, SUITE 600 PALMETTO BAY FL 33157 IN WITNESS WHEREOF, the undersigned has executed these Articles of Organization, this WIN day of August, 2005. Atlanta-2263472 v l Thomas K. D enrol, Organizer N01SIA T St101 r s` 8acgi02 E .E d 01 61V 501 aivi 5 do A 1..1. &:;._; Certification: 282581-1 Page 3 ni 3 • s • s# ^r#,rx; •eiv#is f1�fev; tN, aI 1 fs .."#el# �i#iCb1Iea#�5./ruky<+#ira.#r.�.f✓%#eh4ra1rr�#,w f� Cam, ", C C D0C� CJ C C� CD C= C� C C3 C.> C C� CJ.CD C'' Ca CD, ON ! !,f#sr• i 'Oi ,#sr# ..0.# f#4..,in4#SXINitsr#1+1ftsnll+�a! .i#wd0%40 IONhifir 11%.4 • w�w J0 % ♦•• la ♦•r 410. fl� • ti .•- ,ii �(JJ r-_ •Q _ .sr J0ti • w _ • 41. _ • ✓ - C 4 r Q> 4 4.0•1 4 11 4 4- j# DPpartwt n of *tatr 1 certify from the records of this office that CRESCENT HEIGHTS OF AMERICA, INC., is a corporation organized under the laws of the State of Florida, filed on December 31, 1997. The document number of this corporation is P97000109101. I further certify that said corporation has paid all fees due this office through December 31, 2006, that its most recent annual report/uniform business report was filed on April 20, 2006, and its status is active. 1 further certify that said corporation has not filed Articles of Dissolution. CR2E022 (01.06) Given under my hand and the Great Seal of the State of Florida at Tallahassee, the Capitol, this the Twentieth day of November, 2006 '5%-a-e_ Ce61, c`-z•tr �3fl�nl1l1 rrri-taru iif `?tatr _ of 184 ♦ r •• -3 • r •._ • L w • • t w ti • • U"'s,#i-1/,rti#xs#t-s#e"/.rs'/as#e.#r�.#iti#e% .ta ..e-h ky#:r1#;rtiirs;cti#��s�;yv;?-u#ram #ice•,.fLrv#fti# r C ) ©ttCrEtta)1C3 p c4 /yC 11=> CD CDzG7 C:.s-CDC>-CC w+►•» • C>),q «•p•p.p.«.« l%afkxl%a#ti.0 .0**„.0 0 - sr(f!cr(I'-.F# �:7l%d4RA!?t?.iiR%T# [-;$*. I%A0 •N.4/0 fi'. 0 -4i .t/".�• �:tlsd#ays#,.r, #s • • • ARTICLES of INCORPORATION ARTICLE I - NAME E 97 DEC 3 I PH It 38 SECRETARY OF STATE TALLAHASSEE, FLORIDA The name of this corporation is Crescent Heights of America, Inc. ARTICLE II -- PRINCIPA.L OFFICE The mailing address of this corporation shall be: 999 Washington Avenue Miami Beach, Florida 33139 ARTICLE III - PURPOSE This corporation is organized for the purpose of transacting any or all lawful business. ARTICLE IV -- CAPITAL STOCK This corporation is authorized to issue 1,000 shares of no par value common stock which shall be designated as "Common Shares". ARTICLE V - INITIAL REGISTERED OFFICE AND AGENT The street address of the initial registered office of this corporation is 3732 N.W. 16th Street, Fort Lauderdale, Florida 33311 and the name of the initial registered agent of this corporation at that address is Filings, Inc., a Florida corporation. 1 • • • ARTICLE VI - INITIAL BOARD OF DIRECT s The Corporation shall initially have .five (5) Directors to hold office until the first annual meeting of stockholders and their successors shall have been duly elected and qualified, or until their earlier resignation, removal from office or death. The number of Directors may be either increased or decreased from 7:time to time in accordance with the By-laws of the Corporation. The names and addresss of the initial Directors are: Sonny Kahn 999 Washington Avenue, Miami Beach, Florida 33139 Russell Galbut 999 Washington Avenue, Miami Beach, Florida 33139 Bruce Menin 999 Washington Avenue, Miarni Beach, Florida 33139 Abraham A. Galbut 999 Washington Avenue, Miami Beach, Florida 33139 Schlomo Dachoh 999 Washington Avenue, Miami Beach, Florida 33139 ARTICLE VII - INCORPORATOR The name and address of the Incorporator signing these Articles is: Filings, Inc., a Florida Corporation 3732 N.W. 16th Street Fort. Lauderdale, Florida 33311 ARTICLE VIII - PRE-EMPTIVE RIGHTS Every shareholder, upon the sale for cash of any new stock of this corporation shall have the right to purchase his prorate share thereof (as nearly as may be done without issuance of fractional shares) at the price at which it is offered to_others. 2 • ARTICLE IX - INDEMNIFICATION The corporation shall indemnify any Officer or Direct.ar, or any former Officer or DireCtor, to the full extent permitted by law. ARTICLE X - AMENDMENT This corporation reserves the Tight to amend or repeal any provision contained in these Articles of Incorporation, or any amendment hereto, and any right conferred upon the shareholders is subject to this reservation IN WITNESS WHEREOF, the undersigned Incorporator has executed these Articles of Incorporation on the date of signing. Dated: December 30, 1997 • 3 • Filings, Inc. by Teresa Roman, Vice -President Incorporator • FIL 970EC31 PM 138 SECRETARY OF STATE EE Certificate designating place of businessT trY 111ASirC 5"" for the service of process within Florida, naming agent upon whom process may be served. In compliance with Section 607.0501, Florida Statutes, the following is submitted: First that Crescent Heights of America, Inc. desiring to organize or qualify under the laws of the State of Florida, has named Filings, Inc., a Florida corporation, located at 3732 N.W. 16th Street, Fort Lauderdale, Florida, as its agent to accept service of process within Florida. Dated: December 30, 1997 LOa-2,711, Teresa Roman, Incorporator Having been named to accept service of process for the above stated Corporation, at the place designated in this certificate, I hereby agree to act in this capacity. I further agree to comply with the provisions of all Statutes relative to the proper and complete performance of my duties, and I am familiar with and accept the obligations of my position as registered agent. Dated: December 30, 1997 Filings, Inc. by Teresa Roman, Vice -President