HomeMy WebLinkAboutState of Florida DocumentsState ofFlorida
Department of State
I certify from the records of this office that BCRE ELEMENT, LLC is a
limited liability company organized under the laws of the State of
Florida, filed on. January 19, 2005.
The document number of this limited liability company is
L05000005746.
I further certify that said limited liability company has paid all fees due
this office through December 31, 2007, that its most recent annual report
was filed on April 4, 2007, and its status is active.
1 further certify that said limited liability company has not filed Articles
of Dissolution.
Given under my hand and the Great Seal of
Florida, at Tallahassee, the Capital, this the Fifth
day of April, 2007
Secretary of State
Authentication ID: 700095892207-0405074,05000005746
To authenticate this certiiicate,visit the following site, enter this
ID, and then follow the instructions displayed.
www.sunbiz.org/auth.html
11/23/O5 16,29
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ARTICLES OIT AMENDNIRNT
TO
ARTEUS OF ORGANIZATION
TION
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(A. P3od& Unnitmcf lsit#gr Carnsy)
S ST. The Articles of 01.gas21aation were Med on TANU S Y 19, 2005
and essigntcd document n,'ttazlxr 590001574
SECONDt The fellowing ndmez ga) to the Azalea of Organization was/were
adapted by the limited inability company.
Attieles V it is hereby deleted itt itt entirety and aznondad to reed as fo3lov+s.
.AR's iCLE VII. MANAGEMENT
The Company shall bet a nit ba maKtaged limited tiabiiity company end than be eta gad ftt
accordance ce with the Operating Agreement adopted by the members for the manageme it of the
business and affairs of the Company. The Operating Agresrnrnt may coataitt any provisions ftrc
the regulations and malzagetnettt of the business and operations vftlie Company, pany, not tneontistent
with ? oeda taw or the mucks. me Mlnirm atilt Company she! be Cti Miami Holdings T' rso
LLC, z F€otidt thsiitcd llabitity cot tty, arty ether Member. % to Waal be t Manager itt ; co
accordance nce with the tenni ancd conditions of the Operaiins Agrorsttetzt.
Dated t 1 " , 200 r`r
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Brpurttnrnt of Tali'
1 certify from the records of this office that CG MIAMI PARTNERS Ili, LLC, is a
limited liability company organized under the laws of the State of Florida, filed on
March 18, 2005.
The document number of this company is L05000027530,
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
October 6, 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
Thirteenth day of March, 2007
Tfk.zzrt _ r.ch£i
of Iut.e
CR2E022 (01-07)
kir
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ARTICLES OF ORGANIZATION
OF
CG M:IAMI PARTNERS Ili, LLC
fi �n
The undersigned, for the purpose of forming a limited liability company under the Flored�a, ,
Limited liability Company Act, pursuant to Chapter 60& of the 'Florida Statutes, hereby makes.
acknowledges and. files the following Articles of Organization (the "Articles"). 9
ARTICLE I. NAME
The name of the limited liability company is CG Miami Partners 111, LLC (the "Company").
ARTICLE II. MAILING AND STREET ADDRESS
The mailing address and street address of the principal office of the Company shall be c/o
Brack Capital Real Estate, 885 Third Avenue, 27th Floor, New York, New York 10022.
ARTICLE ill. REGISTERED AGENT AND O14ICE
The name and street address of the initial registered agent of the Company in the State of
Florida is Corporation Service Company, 1201 Hays Street, Tallahassee, Florida 32301.
ARTICLE IV. DURATION
The Company shall commence its existence on the date that the Articles are filed with the
Florida Department of State. The Company's existence shall be perpetual, unless the Company is
earlier dissolved as provided in the Operating Agreement.
ARTICLE V. PROFITS AND LOSSES
Profits and losses shall be allocated to the members, as provided in the Operating Agreement,
duly adopted and as amended frorri time to time by the members,
ARTICLE VI. RESTRICTIONS ON MEMBERSHIP
No additional members shall be admitted to the Company except upon such terms and
conditions as set forth in the Operating Agreement. Contributions required of new members shall be
determined as of the time of admission to the Company. A member may transfer his, her or its
interest in the Company, as set forth in the Operating Agreement, but the transferee shall have no
right to participate in the management of the business and affairs of the Company or become a
member, unless the other members of the Company other than the member proposing to dispose of
her or its interest approve of the proposed transfer in accordance with the requirements set forth
in the Operating Agreement.
t1NCDRt214995.4441M132 423_3
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ARTICLE VJL MANAGEMENT
The Company shall be a member -managed limited liability company and shall be managed in
accordance with the Operating Agreement adopted by the members for the management of the
business and affairs of the Company. The Operating Agreement may contain any provisions for the
regulation and management of the business and operations of the Company, not inconsistent with
Florida law or the Article& The initial Manager of the Company shall be BCRE Miami 1-3, LLC, a
Florida limited liability company.
ARTICLE VIII. AMENDMENT
The Articles may be amended only in accordance with the Operating Agreement
IN WITNESS WHEREOF, the undersigned has made and subscribed to these Articles of
Organization on this 16th day of March, 2005.
Brian K. Goodkind. Esq.
Authorized Representative
ACCEPTANCE OF REGISTERED AGENT
The undersigned, being the person named in the Articles of Organization of CG Miami
Partners ill, LLC, as the Registered Agent of this limited liability company, hereby consents to
accept service of process for the above -stated company at the place designated in the Articles of
Organization, and accepts the 4,0uintment as Registered Agent and agrees to act in this capacity.
The undersigned further agrees to comply with the provisions of all applicable Florida laws relating
to the proper and complete performance of my duties, and is familiar with and accepts the
obligations of the positron as Registered Agent.
Corporation Service Company
Cynthia L. Hands
By: `" C� as its agent
Dated; March 2005
(MORe210993.M1,611326423_1 ) 2