Exhibit 3.91
Form LLC-5.5 March 2002 | | Illinois Limited Liability Company Act | | This space for use by Secretary of State |
| | Articles of Organization | | |
Jesse White | | | | |
Secretary of State | | | | FILE DATE 8/28/2003 |
Department of Business Services | | SUBMIT IN DUPLICATE | | |
Limited Liability Company Division | | Must be typewritten | | |
Room 351, Howlett Building | | | | |
Springfield, IL 62756 | | This space for use by Secretary of State | | |
http://www.ilsos.net | | | | |
| | | | |
Payment must be made by certified | | Date 8-28-2003 | | |
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 | | |
of State.” | | | | |
| | | | |
1. | | Limited Liability Company Name: | Kimball Hill Urban Centers, L.L.C. |
| | |
| | (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.) |
| | | |
2. | | If transacting business under an assumed name, complete and attach Form LLC-1.20. |
| | |
3. | | The address of its principal place of business: (Post office box alone and c/o are unacceptable.) 5999 New Wilke Road, Suite 504, Rolling Meadows, IL 60008 |
| | |
4. | | The Articles of Organization are effective on: (Check one) |
| | |
| | a) | ý | the filing date, or b) | o | another date later than but not more than 60 days subsequent |
| | | | | | to the filing date: |
| | | | | | | (month, day, year) |
| | | | | | | |
5. | | The registered agent’s name and registered office address is: |
| | |
| | Registered agent: | CT Corporation System | | |
| | | First Name | Middle Initial | Last Name |
| | Registered Office: | 208 S. Lasalle Street | | |
| | (P.O. Box and | Number | Street | Suite # |
| | c/o are unacceptable) | Chicago | 60604 | Cook |
| | | City | ZIP Code | County |
| | |
6. | | Purpose or purposes for which the LLC is organized: Include the business code # (IRS Form 1065). (If not sufficient space to cover this point, add one or more sheets of this size.) |
| | “The transaction of any or all lawful business for which limited liability companies may be organized under this Act.” |
| | |
| | Business Code #531390 |
| | |
7. | | The latest date, if any, upon which the company is to dissolve | Perpetual | . |
| | | (month, day, year) | |
| | 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: |
| | If yes, state the provisions(s) from the ILLCA. ý Yes o No |
| | 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.) |
| | |
9. | | a) Management is by manager(s): o Yes ý No |
| | If yes, list names and business addresses. |
| | |
| | b) Management is vested in the member(s): ý Yes o No |
| | If yes, list names and addresses. |
| | |
| | Kimball Hill Development Company (an Illinois Corporation) |
| | 5999 New Wilke Road |
| | Suite 504 | 51402219 |
| | Rolling Meadows, IL 60008 |
| | |
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. |
| | |
| | Dated | August 28, | 2003 |
| | | (Month/Day) | (Year) |
| | | | | | |
| Signature(s) and Name(s) of Organizer(s) | | Business Address(es) |
| | | |
1. | /s/ James A. Moehling | | 1. | 131 South Dearborn St., 30 Fl. |
| Signature | | | Number | Street |
| James A. Moehling, Organizer | | | Chicago |
| (Type or print name and title) | | | City/Town |
| | | | Illinois | 60603 |
| (Name if a corporation or other entity) | | | State | ZIP Code |
2. | | | 2. | |
| Signature | | | Number | Street |
| | | | |
| (Type or print name and title) | | | City/Town |
| | | | |
| (Name if a corporation or other entity) | | | State | ZIP Code |
| | | | |
3. | | | 3. | |
| Signature | | | Number | Street |
| | | | |
| (Type or print name and title) | | | City/Town |
| | | | |
| (Name if a corporation or other entity) | | | State | ZIP Code |
| | | | | | | | | |
(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 December 2003 | | Illinois Limited Liability Company Act | | This space for use by Secretary of State |
| | Articles of Amendment | | |
Jesse White | | | | |
Secretary of State | | Filing Fee (see instructions). | | FILED |
Department of Business Services | | SUBMIT IN DUPLICATE | | |
Lin | | Must be typewritten | | FEB 23 2004 |
Ro | | | | |
Sp LC0314366 | | This space for use by Secretary of State | | |
http://www.cyberdriveIllinois.com | | | | JESSE WHITE |
| | Date 02.23.2004 | | |
Payment may be made by business | | Assigned File # 0099 1392 | | SECRETARY OF STATE |
firm check payable to Secretary of State. | Filing Fee $ 150.00 | |
(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. |
| | |
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) |
| o | b) | | 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) |
o |
| 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) |
o |
| 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 |
| | a) | | Not less than minimum number of managers so approved. | o | Yes | o | No |
| | b) | | Member action was not required. | o | Yes | o | No |
| | | | | | |
6. | | This amendment was adopted by the members. S. 5-25(4) | ý | Yes | o | No |
| | Not less than minimum number of members so approved. | | | | |
| | | | | | |
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. |
| (Month & Day) | | (Year) |
| /s/ David K. Hill | |
(Signature) |
|
David K. Hill, President |
(Type or print Name and Title) |
|
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. |
| | |
| | If other changes are reported, the filing fee is $150. |