Exhibit 3.91
Form LLC-5.5 |
| Illinois |
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| Articles of Organization |
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Jesse White |
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Secretary of State |
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| FILE DATE 8/28/2003 |
Department of Business Services |
| SUBMIT IN DUPLICATE |
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Limited Liability Company Division |
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Room 351, Howlett Building |
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Springfield, IL 62756 |
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http://www.ilsos.net |
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Payment must be made by certified |
| Date 8-28-2003 |
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check, cashier’s check, Illinois |
| Assigned File # 0099-139-2 |
| JESSE WHITE |
attorney’s check, Illinois C.P.A’s check |
| Filing Fee $400.00 |
| SECRETARY OF STATE |
or money order, payable to “Secretary |
| Approved: JB |
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of State.” |
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1. |
| Limited Liability Company Name: | Kimball Hill Urban Centers, L.L.C. | ||||||||||
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| (The LLC name must contain the words limited liability company, L.L.C. or LLC and cannot contain the terms corporation, corp., incorporated, Inc., ltd., co., limited partnership, or L.P.) | |||||||||||
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2. |
| If transacting business under an assumed name, complete and attach Form LLC-1.20. | |||||||||||
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3. |
| The address of its principal place of business: (Post office box alone and c/o are unacceptable.) | |||||||||||
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4. |
| The Articles of Organization are effective on: (Check one) | |||||||||||
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| a) | ý | the filing date, or b) | o | another date later than but not more than 60 days subsequent | |||||||
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| to the filing date: | |||||||
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5. |
| The registered agent’s name and registered office address is: | |||||||||||
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| Registered agent: | CT Corporation System |
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| First Name | Middle Initial | Last Name | ||||||||
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| Registered Office: | 208 S. Lasalle Street |
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| (P.O. Box and | Number | Street | Suite # | ||||||||
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| c/o are unacceptable) | Chicago | 60604 | Cook | ||||||||
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6. |
| Purpose or purposes for which the LLC is organized: Include the business code # (IRS Form 1065). | |||||||||||
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| “The transaction of any or all lawful business for which limited liability companies may be organized under this Act.” | |||||||||||
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| Business Code #531390 | |||||||||||
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7. |
| The latest date, if any, upon which the company is to dissolve | Perpetual | . | |||||||||
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| (month, day, year) |
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| Any other events of dissolution enumerated on an attachment. (Optional) | |||||||||||
8. |
| Other provisions for the regulation of the internal affairs of the LLC per Section 5-5 (a) (8) included as attachment: | ||||
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| If yes, state the provisions(s) from the ILLCA. ý Yes o No | ||||
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| Regulation of the internal affairs of the Company and its Members and Managers shall be governed by an Operating Agreement (Pursuant to Sec. 15-5 of the Act.) | ||||
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9. |
| a) Management is by manager(s): o Yes ý No | ||||
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| If yes, list names and business addresses. | ||||
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| b) Management is vested in the member(s): ý Yes o No | ||||
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| If yes, list names and addresses. | ||||
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| Kimball Hill Development Company (an Illinois Corporation) | ||||
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| 5999 New Wilke Road | ||||
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| Suite 504 | 51402219 | |||
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| Rolling Meadows, IL 60008 | ||||
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10. |
| I affirm, under penalties of perjury, having authority to sign hereto, that these articles of organization are to the best of my knowledge and belief, true, correct and complete. | ||||
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| Dated | August 28, | 2003 | ||
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| Signature(s) and Name(s) of Organizer(s) |
| Business Address(es) | ||||||
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1. | /s/ James A. Moehling |
| 1. | 131 South Dearborn St., 30 Fl. | |||||
| Signature |
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| James A. Moehling, Organizer |
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| Chicago | |||||
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| Illinois | 60603 | ||||
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| Signature |
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3. |
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| Signature |
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(Signature must be in ink on an original document. Carbon copy, photocopy or rubber stamp signatures may only be used on conformed copies.)
Form LLC-5.25 |
| Illinois |
| This space for use by | |
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| Articles of Amendment |
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Jesse White |
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Secretary of State |
| Filing Fee (see instructions). |
| FILED | |
Department of Business Services |
| SUBMIT IN DUPLICATE |
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Lin |
| Must be typewritten |
| FEB 23 2004 | |
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Sp LC0314366 |
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http://www.cyberdriveIllinois.com |
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| JESSE WHITE | |
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| Date 02.23.2004 |
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Payment may be made by business |
| Assigned File # 0099 1392 |
| SECRETARY OF STATE | |
firm check payable to Secretary of State. | Filing Fee $ 150.00 |
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(If check is returned for any reason this | Approved: | [/s/ ILLEGIBLE] | PAID | ||
filing will be void.) |
| FEB 23 2004 | |||
1. | Limited Liability Company name | Kimball Hill Urban Centers, L.L.C. | ||||||
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2. | File number assigned by the Secretary of State: | 0099-139-2 | ||||||
3. | These Articles of Amendment are effective on ý the file date or a later date being | , | ||||||
| not to exceed 30 days after the file date. | |||||||
4. | The Articles of Organization are amended as follows: | |||||||
| ý | a) |
| Admission of a new member (give name and address below) | ||||
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| Admission of a new manager (give name and address below) | ||||
| ý | c) |
| Withdrawal of a member (give name below) | ||||
| o | d) |
| Withdrawal of a manager (give name below) | ||||
| o | e) |
| Change in the address of the office at which the records required by Section 1-40 of the Act are kept (give new address, including county below) | ||||
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| o | f) |
| Change of registered agent and/or registered agent’s office (give new name and address, including county below) (Address change of P.O. Box and c/o are unacceptable) | ||||
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| o | g) |
| Change in the limited liability company’s name (list below) | ||||
| o | h) |
| Change in date of dissolution or other events of dissolution enumerated in Item 6 of the Articles of Organization | ||||
| o | i) |
| Other (give information below) | ||||
The following is admitted as a new member of the company:
Kimball Hill Inc. (an Illinois corporation)
5999 New Wilke Road, Suite 504
Rolling Meadows, IL 60008
The following withdraws as a member of the company:
Kimball Hill Development Company
5999 New Wilke Road
Rolling Meadows, IL 60008
5. |
| This amendment was adopted by the managers. S. 5-25(3) | o | Yes | ý | No | ||
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| Not less than minimum number of managers so approved. | o | Yes | o | No |
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| Member action was not required. | o | Yes | o | No |
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6. |
| This amendment was adopted by the members. S. 5-25(4) | ý | Yes | o | No | ||
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| Not less than minimum number of members so approved. |
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7. |
| I affirm, under penalties of perjury, having authority to sign hereto, that this articles of amendment is to the best of my knowledge and belief, true, correct and complete. |
Dated | January , |
| 2,004. |
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| /s/ David K. Hill |
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(Signature) | ||
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David K. Hill, President | ||
(Type or print Name and Title) | ||
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Kimball Hill Development Company, Member | ||
(If applicant is a company or other entity, state name of company and indicate whether it is a member or manager of the LLC.) |
INSTRUCTIONS: | * | If the only change reported is a change in the registered agent and/or registered office, the filing fee is $35. |
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| If other changes are reported, the filing fee is $150. |