ARTICLES OF ORGANIZATION
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
ARTICLES OF ORGANIZATION
OF
HIGHLANDER CONDOMINIUMS HOMEOWNERS ASSOCIATION, LLC
The undersigned, in the presence of the undersigned witnesses and Notary Public, acting pursuant to the Limited Liability Company Law of Louisiana (La. R.S. 12:1301, et. seq.) adopts the following Articles of Organization.
ARTICLE I
Name
The name of this Limited Liability Company (hereinafter, the “LLC”) SHALL BE:
HIGHLANDER CONDOMINIUMS HOMEOWNERS Association, LLC
ARTICLE II
Purpose
2.1 Purpose: The purpose of the LLC is to conduct the lawful business for which limited liability companies can be formed under Louisiana law, including without limitation, the following:
(a) The acquisition of movable, immovable, tangible and intangible property and any interest therein by purchase, exchange, lease, or otherwise;
(b) The holding, investing, owning, improving, developing, leasing and managing of assets of any and every kind and nature;
(c) The acquisition of promissory notes, mortgage notes, chattel paper, whether secured or unsecured, of any and every nature and kind:
(d) The construction and operation of buildings, improvements and constructs of any kind and nature on any property owned by the LLC;
(e) The disposition and encumbering of any property or interest owned by the LLC by way of sale, exchange, lease, mortgage, pledge or otherwise; and
(f) Any other activity deemed by the Members in their sole discretion (except as may otherwise be provided herein) to be necessary and desirable in connection with any of the activities listed herein.
ARTICLE III
Members
3.1 The names of the Member, being all of the Members of HIGHLANDER CONDOMINIUMS HOMEOWNERS ASSOCIATION, LLC is:
Highlander Condominiums, LLC
3.2 The address for each Member is as follows:
Highlander Condominiums, LLC
601 Napoleon
Baton Rouge, LA 70802
ARTICLE IV
Capital
4.1 Initial Capital Contribution. Each Member shall contribute, as an Initial Capital Contribution to the LLC, the sums indicated below for the LLC Units and shall have an Ownership Interest equal to the number of units having divided by the total of all units issued as shown below:
Members
LLC
Units
Amount
Contributed
Highlander Condominiums, LLC
100
$100.00
4.2 No Withdrawal. No Member shall have the right to withdraw his or its Capital Contribution at any time. No Member may require the return of his or its Capital Contribution or any cash distribution except as provided in these Articles and then only when there are sufficient funds available for any such distribution after satisfaction of creditors of the LLC.
4.3 Additional Contributions. No Member shall be required to make any additional cash contributions to the capital of the LLC.
ARTICLE V
Authority of Managing Member
5.1 Authority of Managing Member. The Member hereby appoints Highlander Condominiums, LLC as Managing Member, represented by G. Allen Walsh, its Managing Member, and Highlander Condominiums, LLC shall have all powers necessary to manage the affairs of the LLC, including, by way of illustration and not by way of limitation:
(a) The power to acquire real or personal, movable or immovable, tangible or intangible
property in the name of the LLC, by purchase, lease, exchange, dation en paiement or otherwise.
(b) The power to establish title and other restrictions affecting property owned by the LLC.
(c) The power to borrow money from banks, other lending institutions or persons for LLC
purposes, in such amounts and on such terms as the Managing Member in his sole discretion deems necessary and proper, and the power to mortgage or pledge the LLC property. Such mortgages and pledges may contain provisions for confession of judgment, pact de non alienando, waiver of notices and appraisement, sale by executory process and other provisions commonly found in mortgages in the State of Louisiana.
(d) The power to refinance any portion or all of the debt of the LLC.
(e) The power to lease, sell, exchange, or otherwise dispose of LLC property, in the
ordinary course of business.
(f) The power to construct improvements on, demolish, rehabilitate, refurbish or otherwise
alter any of the LLC property.
(g) The power to exercise any and all powers that are vested in the Managing Member by
the other provisions of these Articles or by operation of Louisiana law.
(h) The power to hire, employ, or contract with any management company, or companies,
leasing agent, consultants, agents, brokers, finders, attorneys, accountants or any other provider of services whom the Managing Member, in his sole discretion, chooses to perform services for the LLC; any one or more of the companies employed by the Managing Member may be a company owned by or otherwise affiliated with the Managing Member.
(i) The power to make or not to make various elections for federal, state and local income
tax reporting purposes, including the power to serve as the “Tax Matters Partner” within the meaning of Section 6231(a)(7) of the Internal Revenue Code, the power to designate himself as the “Tax Matters Partner” and the right and power to designate others to act on his behalf in implementing its authority as Tax Matters Partner. In connection with his authority as Tax Matters Partner, the Managing Member shall have the authority to (i) extend the statute of limitations for assessment of tax deficiencies against the Members with respect to adjustments to the LLC’sfederal, state or local tax returns; and (ii) represent the LLC and the Members before taxing authorities or courts of competent jurisdiction in tax matters affecting the LLC and the Members and to execute any agreements or other documents relating to or affecting such tax matters.
5.2 Limitations on Authority. Notwithstanding the above, the Managing Member shall have no authority to amend these Articles of Organization to alter the substantial rights and obligations of the parties.
5.3 No Limitations in Operating Agreement. Third parties are entitled to rely on these Articles of Organization and no power granted herein shall be limited by the Operating Agreement. In the event of a conflict between the Articles of Organization and the Operating Agreement, the Articles of Organization shall govern.
ARTICLE VI
Right to Rely on Authority
6.1 Right to Rely on Authority. Highlander Condominiums, LLC in accordance with the provisions of La. R.S. 12:1305(C)(5) and with these Articles of Organization, is authorized to execute certificates which establish the membership of any Member, the authenticity of any records of the LLC, including, but not limited to, providing a statement of those persons or entities with the authority to take the actions referred to in La. R.S. 12:1318(B). No person dealing with the Highlander Condominiums, LLC, shall be required to determine its authority to make any such commitment or undertaking on behalf of the LLC, or to determine any fact or circumstances bearing upon the existence of its authority and shall be entitled to conclusively rely upon such certificates. No person shall be bound to see the application or distribution of revenue or proceeds paid or credited in connection with such action unless the party shall have received written notice to the contrary from the LLC.
ARTICLE VII
Termination, Dissolution, Liquidation and Partition of the LLC
7.1 Term. The LLC shall commence on April 1, 2003 and shall continue in existence until the winding up and liquidation of the LLC and its business is completed following a liquidating event, as provided in Section 7.2 hereof.
7.2 Temination. The LLC shall be terminated upon the first to occur of the following:
(a) December 31, 2030;
(b) A unanimous vote of the Members to terminate;
(c) A judgment of termination;
(d) The granting of an order for relief under Chapter 7 of the U. S. Bankruptcy Code
(11U.S.C.A. §701, et. seq.);
(e) Death, insanity, bankruptcy, retirement, resignation or expulsion of a Member; or
(f) The attainment of, or the impossibility of attainment of, the objects and purposes of the LLC.
ARTICLE VIII
Miscellaneous Provisions
8.1 Amendments. These Articles may not be amended, changed or modified in any respect without the affirmative vote of Members holding not less than three-fourths (3/4) of the Ownership Interests. Any amendment shall not be binding upon third parties until an amendment by authentic act is recorded in the Office of the Secretary of State.
8.2 Commencement of Voluntary Bankruptcy. The filing of a voluntary petition for the commencement of a case under Title 11 of the United States Code shall require the expressed written consent of at least two-thirds (2/3) of the Ownership Interests.
8.3 Consolidation and Merger. The LLC may not consolidate, merge or enter into any form of combination with or into any other entity; convey, transfer or lease its assets substantially or as an entirety, to any other entity, or permit any entity to consolidate, merge or enter into, substantially or as an entirety, the LLC without the affirmative vote of Members holding not less than two-thirds (2/3) of the Ownership Interests.
8.4 Liquidation and Dissolution. The LLC shall not liquidate or dissolve without the affirmative vote of Members holding not less than two-thirds (2/3) of the Ownership Interests.
ARTICLE IX
Definitions
9.1 Definitions. The terms used in these Articles of Organization shall have the following respective meanings:
(a) “Capital Account” means, with respect to any Member, the Capital Account maintained for such Member in accordance with the following provisions: (i) to each Member’s Capital Account there shall be credited such Member’s Initial Capital Contribution, his or its share of LLC profits and any additional Capital Contributions made by such Member to the LLC; and (ii) to each Member’s Caital Account there shall be debited such Member’s share of LLC distributions and his or its distributive share of LLC losses.
(b) “Capital Contribution” means the Initial Capital Contribution of a Member and any additional Capital Contributions made by a Member, and as adjusted according to the provisions hereof.
(c) “Initial Capital Contribution” means the contribution of an interest or an undivided interest in property to the LLC as provided in Article IV hereof.
(d) “Internal Revenue Code” or “Code” means the Internal Revenue Code of 1986, as amended at the time of reference thereto (or any corresponding provisions of succeeding law).
(e) “Members” means Highlander Condominiums, LLC.
(f) “Property” “LLC Property” or “LLC Assets” or “Property” or “Assets” means all property and assets of the LLC, of whatever kind and nature, and wherever situated, and however acq2uired, movable and immovable, tangible and intangible, owned by the LLC.
(g) “Ownership Interests” means the percentage ownership of the respective Members as set forth in Article 3 computed by dividing the number of units owned by a member by the total number of units outstanding.
(h) “Unit” means an interest in the initial capital of the LLC acquired in exchange for an Initial Capital Contribution to the LLC as set out in Article IV. The authorized number of Units of the LLC is ten thousand (10,000).
(i) “Working Capital” means the aggregate amount of LLC Expenses for any ninety (90) day period.
9.2 Voting. Unless otherwise provided in these Articles of Organization each Member shall be entitled to cast the number of votes determined according to his Ownership Interest, on all matters properly brought before the Members, and all decisions of the Members shall be made by two-thirds (2/3) of the Ownership Interests.
Executed in Baton Rouge, Louisiana on this 16th day of April, 2003 in the presence of the undersigned witnesses and Notary Public.
Witnesses: HIGHLANDER CONDOMINIUMS
HOMEOWNERS ASSOCIATION, LLC
BY: HIGHLANDER CONDOMINIUMS, LLC
Linda Dixon BY: ___G.Allen Walsh G. Allen Walsh, Managing Member
Natalie Amand
Sworn to and subscribed before me this 16th day of April, 2003.
Alice Estelle
NOTARY PUBLIC