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I certify from the records of this office that TINEO GROUP, LLC, is a limited
liability company organized under the laws of the State of Florida, filed on
May 19, 2005.
The document number of this company is L05000050272.
I further certify that said company has paid all fees due this office through
December 31, 2006, that its most recent annual report was filed on
January 18, 2006, 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-seventh day of October, 2006
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o da i epa i e of State
Division of CorporationEn 1,1A1 4 cl A 3 c1
Public Access System SECRETARY OF S1ATE
�ALLAKASSEE, F� flrZtDA
Electronic Filing Cover Sheet
ft7e2.
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T o :
Division of Corporations
Fax Number : (850)205-0353
Fr om :
Account Name
Account Number
Phone
Fax Number
EMPIRE CORPORATE KIT CQMPANY
: 072450003255
: (305) 634--3694
{05) 63--9696
CJ
LIMITED LIABILITY COMPANY
tineo group, Ile
Certificate of Status
Certified Copy
Page Count
Estimated Charge
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$155.00
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•ARTICLES OF ORGANIZATION
OF
TiNEQ GR 3UP,_{�G_C_
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to 5 htil 19 A 4 3 °i
SECRETARY OF STATE
PREAMBLE TALLAHASSEE, FLORIDA
We, the under signed, do hereby associate i)urselves under the following
articles for the purpos? of forming a limited company under the laws of the State
of Florida_
ARTICLE I
NAME
The name of the limited company is TINEC GROUP, LLC
ARTICLE lI
GENERAL NATURE OF BUSINESS
The general nawre of the business to be transacted by this limited
company is to engage in any activity or business permitted under the laws of the
United States and the State of Florida, except business governed by other
regulatory statutes.
ARTICLE III
LIMITED LIABILIT' COMPANY POWERS
This limited conpany shalt have al€ powers now and hereafter granted
Limited Liability Companies for profit under the laws cf the State of Florida,
including, but not limited to, power to:
(1) Make and enter into all contracts ne;essary and proper for the
conduct of its business.
(2) Conduct bL siness, have two or more Members with interest in the
LLC, or more officers, and buy, hold, mortgage, sell, convey, base or otherwise
dispose of real and personal (tangible and intangible) property or any interest
therein of any nature whatsoever, in this state and in any of the several states,
territories, possessions and dependencies of the United States, the District of
Columbia, and foreign countries.
Prepared By:
Jorge Bancrtex-Galarraga, Esq.
Florida Bar No. 159423
1313 Ponce de Leon Boulevard
Suite 3ni
Coral Gables, Florida 33.34
(335) ,5351
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(3) Purohase the corporate assets of any corporation and engage in
the same character of business_ iC05 HAY iq A : Sri
(4) Acquire, take, hold, sell and dispose of patents, copyri; , ' Y 6E STATE
marks, licenses and any licenses or other assets or interests there * I4 SEE, FLORIDA
therein,
(5) Acquire, teke hold, sell and convey such property as may necessary
in order to obtain or se cure payment of any indebtedness or liability to it.
(6) Guarantee!, endorse, purchase, deal in. hold, sell, transfer; mortgage,
exchange, pledge or ,Xherwise dispose of, alone, iri syndicate, or otherwise in
conjunction with vthe rs, the shares of the capital stock of, or any bonds,
securities or other eridences of indebtedness created by any other limited
company, association, partnership, syndicate, entity, person or governmental,
municipal or public authority in this state or any &tier state or government arid,
while owner thereof, exercise all the rights, powers and privileges of ownership,
including voting rights,
(7) Contract debts and borrow money at such rates of interest not to
exceed the lawful interest rate and upon such terms as it or its Board or Directors
may deem necessary or expedient and shell authorize and agree upon, issue
and sell or pledge bonds, debentures, notes and other evidences of
indebtedness, whether secured or unsecured, including obligations which are
convertible into the capital stock of the limited company, and execute such
mortgages and ether Instrurr►ents upon or encumbering its property or credit to
secure the payment v' money borrowed or owing ky it, as occasion may require
and the Management inay deem expedient and
(a} Provide in such instruments for transferring company property of every
kind and then n 3ture then belonging to or thereafter acquired by it, as
security for any bonds, notes, debenture or other evidence of
indebtedness issued or debts car sums of money owing by it; and
Provide in case of the sale of any property by virtue of any suet'+ instrument
of Or any forecicksure, the party acquiring title shall have the same rights,
Privileges, grants, franchises, immunities and advantages, in and by such
instruments ere. merated or conveyed, as belonged to and were enjoyed
by it,
(8) Lend and advance money, extend credit, take notes and any kind
or nature of evidence or indebtedness therefor,
(b)
(#) Make gifts for educational, scientific or charitable purposes.
(10) Indemnify any person made a party, or threatened to be made a
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party, to any threatened, pending or completed action, suit or proceeding.
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(a) Whether civil criminal, administrative, or inureetigative, other than one b
in the right of the limited company to procure a judgment in i TARY OF STATE
brought to impose a liability or penalty on such person for an act all IASSFI", FLORIDA
have been committed by such person in hie capacity of director, officer,
employee, or ;agent of the limited company, or cif any other limited
company, partrership, Joint venture, trust, or other enterprise which he
served as such at the request of the limited company, against judgments,
fines, amounts paid in settlement and reasonable expenses, including
attorneys' fees, actually and necessarily incurred as a result of such
action, suit, proceeding, or any appeal the;'eie, if such person acted in
good faith and in the reasonable belief that such action was in the best
interest of the imitad company, and In criminal actions or proceedings,
without reasonable ground for belief that sLch action was unlawful. The
termination of any such action, suit, or proceeding by judgment, order.
settlement, conviction, or upon plea of nolo contender or its equivalent
she] not In itself create a presumption that any such director or officer did
not set in good faith in the reasonable belief that such action was in the
best interest of :he limited company or that he had reasonable grounds for
belief that such action was unlawful;
(b) By or in the rfgi•,t of the limited company to procure a judgment in its favor
by reason of his being or having been a director, officer, employee or
agent of the limited company, or of any other corporation, partnership,
joint venture, trust, ar other enterprise which he served as such at the
request of the limited company, against the reasonable expenses,
including attarr ey's fees, actually and necessarily incurred by him in
connection with the defense or settlement or such action, or in connection
an appeal therein, if such person acted in good faith and in the reasonable
belief that suet action was in the best interest of the limited company.
Such Person shall not be entitled to indemnification in relation to matters
as to negligence or misconduct in the performance of his duty to the
limited company unless, and only to he extent that, the court,
administrative agency, or investigative bod / before which such action,
suit, or proceec ing is held shall determine upon application that, despite
the adjudication of liability but in view of ail circumstances of the case,
such person is fairly and reasonably entitle to indemnification for such
expenses whist such tribunal shall deem proper.
(c) To the extent that a director, officer, employee or agent in the LLC,
management, officer, employee cr agent of the company has been
successful on the merits or otherwise in defense or any action, suit, or
proceeding referred to in Paragraph (a) or (b), ar in any defense of any
claim, issue, cr matter therein, he shall be indemnified against the
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reasonable expenses including attorneys` has, actually and necessaF !LED
incurred by him in connection therewith.
(d) If a determination is made that indemnification of the director, difli5eMAY i q A 4 39
employee, or agent is proper in the circumstances because such person
has met the applicable standard of conduct set forth in AR OF STATE
(b), unless indemnification is ordered by the tribunal before WileASSEE. FLORIDA
action, suit, or proceeding is held. Such determination shalt be made
either by the Members with interest in the _LC who were not parties to
such action, suit or proceeding.
(11) Pay expen yes incurred in defending any action, suit or proceeding in
advance of the final d sposition of such action, suit, or proceeding, upon receipt
of an undertaking by or on behalf of the member, officer, employee, or agent to
repay such amount unless it shall ultimately be determined that he is entitled to
be indemnified by the Iimfted company as authorized by this section.
(12) Indemnify uny person without affecting any other rights to which those
indemnified may be entitled under agreement, vote of disinterested Members
with interest in the t.LC both as to action in another capacity while holding such
office and shall continue to a person who has ceased to be a Member, officer,
employee, or agent cal the limited company and shall inure to the benefit or the
heirs, executors and administrators of such a person.
(13) Purchase and maintain insurance on behalf of any person who is or
was a Member, officer. employee, or agent of another corporation, partnership,
joint venture, trust or Dther enterprise against liabi ity assorted against him and
incurred by him in any such capacity or arising out of his status as such whether
or not the limited company would have the power to indemnify him against such
liability under the provisions of Subsection (12).
(14) Enter into general partnerships, limited partnerships (whether the
limited company be a limited or general partner), joint ventures syndicates, pools,
associations, and other arrangements for carrying on one or more of the
purposes set forth In its Articles of Organization. jointly or in common with others,
so long as the participating corporation, person, or ;association would have power
to do so alone.
ARTICLE IV
TERM OP EXISTOQE
This limited liab lity company shall exist perpetually.
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ARTICLE V
MEMBERS WITH INT R TIN LLC AND MANAGEMENT
(1) The bus.ness of this limited company shall be conducted by the
following Management Group designated by the nembers with interest in �{EA Y I q ,4 3
LLC for such purpose. Company action shall be approved by a vote of the
members of the Management Group. iAI.LA{�, S Ei±, STAT€
LORID
(2) The names and street addresses of the initial members of the
Management Group a 3 appointed herein who shall also hold the fotlowing office
for the first year if its existence and as elected thereafter are as follows:
NAME MANAGEMENT POSrTIOIi D�
Jorge Sanchez-Gatarraga Managing Member
1313 Ponce de Leon Boulevard
Suits 301
coral G6bres, Florida 33134
A T CLE Vt
STREET ADDRESS AND DESIGNATION OF REGISTERED AGENT
Tineo Group, LLC, desiring to organize under tee laws of the State of
Florida, has designate) its principal office and mailieg address at 1313 Ponce de
Leon Boulevard, Suite 310, Cord Gables, Florida 33134, and has named as its
initial Registered Agent, Jorge Sanchez-Galarraga, whose address is 1313
Ponce de Leon Boulevard, Suite 301, Coral Gables, Florida 33134.
ARTICLE VII
ORGANIZING MEMBERS OF THE LLC
The name 'and address of the person sig ling these Articles of
Organization on behalf or the organizing members are:
ORGANIZING MEMBER
Jorge Sanchez Galarnga
ADDRESS
1313 Policia de Loon Boulevard
Suite 301
Coral Gables, Florida 33134
ARTICLE VIII
ADMISSION OF NEW MEM 3ERS
The limited company shall admit new members as follows:
Ail existing members shall have first received notice of the intent to
admit a new mernter. Such notice shall be in writing and sent out ten (10)
days prior to the date which the riew member intends to join. Upon the Iflth day
or any time set in the written notice, all the existing members shall vote to
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allow the new member to join. It is agreed that a vote of 6 % of the era, C D
members of record shall be necessary to ratif? the acceptance of th n G
member. It shall be, a condition that such new riember deposits a sum equal
to the percentage of paid in capital the new men- ber is to be as5i9r?e05 HAY 19 A g: 39
Such deposit shalt be made before said new member S"t#Y OF STATE
considered for membership in escrow with the attorneys designitetf*Itv£SEE, FLORIDA
company at the time notice is sent to the existing members of record.
Acceptance of the new member shall constitute immediate authority or the
company attome to deposit all the sums into the company's account and
said amount shall be designated (additional) paid in capital.
ARTICLE 2X
CONTINUANCE OF MEMBE.RSH1IP AND RIGHTS OF MEMBER
IN CASE OF TERMINATION
In case of death, retirement, resignation o' dissolution of a member or
the occurrence of anv event which terminates the continued membership of a
member in the limited company, the remaining members she have the right to
continue operating the company as If the meml)er were still a participating
member. Upon such occurrence the former member or his heirs, designee,
trustee or person shall be entitled to receive the percentage of profit or losses
effective for the end of the distributing period wfiic:h shall be conclusive. At the
end of such distribution period the former member, its/his/tier heirs, estate,
designee or trustee shall be entitled to receive the corresponding percentage of
ownership of said member at the then current value payable in five (5) equal
annual installments. Current value shall be defined by the company's
accountants which determination shall be final.
.�ttrge S Holz - larraga
State Of Florida
County of Miami -Dade
Sworn to and subscribed before me this le day of May. 2005
by Jorge Sanchez-Gaiarraga who Is personally known to me and who executed
the above and foregoing Articles of Organization of Tineo Group, IJ_C, for the
purposes therein expressed.
My Commission Expires,'
,AN ktt a till
4, c � notary Pubic State of Florida
7t'* gray 1411
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I ISTERED.AGENT ACCEPTAN
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Having been named as registered agent and t) accept service of process for
Tines► Group. LLC, at the address designated in the Articles of OrganizeY l q A 9: 39
Tined Group, LLC, pursuant to the provisions of secian 608.415, Florida Statutes,
Jorge Sanchez Galarraga,1313 Ponce de LeonBoulevard, Suite 301 .926iiff
TARYE OF STATE
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Gables, Florida 33134 (the Registered Agent") hereby accepts the 2�ppointr
LORIDA
registered agent and agrees to act in this capacity. The Registered Agent further.
agrees to comply with the provisions of all statute relating to trie piper and
complete performance of his duties, and is familiar w th and accepts the obligations
of the position as registered agent.
Dated this 18t' day of May, 2005.
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