Poipu Resort Partners S-4 Registration of securities issued in business combination transactions

Exhibit 3.31

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 07/16/2002

020453580 — 3547777

CERTIFICATE OF FORMATION

OF

SUNTERRA KGK PARTNERS FINANCE, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “Delaware Limited Liability Company Act”), hereby certifies that:

     FIRST:The name of the limited liability company (hereinafter called the “limited liability company”) isSunterra KGK Partners Finance, LLC.

     SECOND:The address of the registered office and the name and the address of the registered agent of the limited liability company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, 19801, County of New Castle.

Executed on July 15, 2002.

/s/ Mark R. Williams  

Mark R. Williams, Authorized Person 

State of Delaware

Secretary of State

Division of Corporations

Delivered 11:30 AM 10/07/2003

FILED 11:30 AM 10/07/2003

SRV 030645177 — 3547777 FILE

CERTIFICATE OF AMENDMENT

OF
SUNTERRA KGK PARTNERS FINANCE, LLC

     1. The name of the limited liability company is SUNTERRA KGK PARTNERS FINANCE, LLC.

     2. The Certificate of Formation of the limited liability company is hereby amended as follows: The name of the limited liability company is

SUNTERRA EPIC MORTGAGE HOLDINGS, LLC

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Sunterra KGK Partners Finance, LLC this 6^th day of October 2003.

SUNTERRA DEVELOPER AND SALES HOLDING COMPANY a Delaware corporation
By:	/s/ Frederick C. Bauman
	Frederick C. Bauman
	Its: Vice President

CERTIFICATE OF AMENDMENT TO CERTIFICATE OF FORMATION

OF

SUNTERRA EPIC MORTGAGE HOLDINGS, LLC

     SUNTERRA EPIC MORTGAGE HOLDINGS, LLC (hereinafter called the “company”), a limited liability company organized and existing under and by virtue of the Limited Liability Company Act of the State of Delaware, does hereby certify:

     1. The name of the limited liability company is:

SUNTERRA EPIC MORTGAGE HOLDINGS, LLC.

     2. The Certificate of Formation of the domestic limited liability company is hereby amended to change the name and address of the registered agent and the address of the registered office within the State of Delaware as follows:

National Registered Agents, Inc.
9 East Loockerman Street, Suite 1B
Dover, Delaware 19901
County of Kent

Executed on: January 14, 2004.

/s/ Lori Knohl  

Lori Knohl, Authorized Person 

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:40 PM 01/23/2004

FILED 12:03 PM 01/23/2004

SRV 040049671 — 3547777 FILE

State of Delaware

Secretary of State

Division of Corporations

Delivered 11:35 AM 01/04/2006

FILED 11:35 AM 01/04/2006

SRV 060005533 — 3547777 FILE

CERTIFICATE OF MERGER

OF

EPIC MASTER FUNDING CORPORATION

AND

SUNTERRA EPIC MOATGAGE HOLDINGS, LLC

     Pursuant to Title 6, Section 18-209 of the Delaware Limited Liability Company Act.

     1. The name of the surviving limited liability company is Sunterra Epic Mortgage Holdings, LLC, a Delaware limited liability company.

     2. The constituent business entities participating in the merger herein certified are:

     (a) Epic Master Funding Corporation, which is incorporated under the laws of the State of Delaware;

     (b) Sunterra Epic Mortgage Holdings, LLC, which is organized under the laws of the State of Delaware.

     3. The Agreement and Plan of Merger has been approved and executed by each of the constituent entities.

     4. The name of the surviving limited liability company is Sunterra Epic Mortgage Holdings, LLC.

     5. The executed Agreement and Plan of Merger is on file at 3865 West Cheyenne Avenue, North Las Vegas, Nevada 89032, the principal place of business of the surviving limited liability company.

     6. A copy of the Agreement and Plan of Merger will be furnished by the surviving limited liability company on request, without cost, to any member of the limited liability company or any person holding an interest in any other business entity which is to merge or consolidate.

[signatures follow]

     IN WITNESS WHEREOF, said surviving limited liability company has caused this certificate to be signed by an authorized person, this 22 day of December, 2005.

SUNTERRA EPIC MORTGAGE HOLDINGS, LLC
By:	SUNTERRA FINANCE HOLDING
	COMPANY, a Delaware corporation, its sole manager and member

By:	/s/ Frederick C. Bauman
	Frederick C. Bauman
	Its: Vice President

State of Delaware

Secretary of State

Division of Corporations

Delivered 07:13 PM 10/17/2007

FILED 07:13 PM 10/17/2007

SRV 071127882 — 3547777 FILE

CERTIFICATE OF AMENDMENT

OF

SUNTERRA EPIC MORTGAGE HOLDINGS, LLC

     1. The name of the limited liability company is SUNTERRA EPIC MORTGAGE HOLDINGS, LLC.

     2. The Certificate of Formation of the limited liability company is hereby amended as follows: The name of the limited liability company is

DIAMOND RESORTS EPIC MORTGAGE HOLDINGS, LLC

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Sunterra Epic Mortgage Holdings, LLC this 16th day of October 2007.

By:	/s/ Frederick C. Bauman
	Frederick C. Bauman
	Authorized Person