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

Exhibit 3.5

ROSS MILLER Secretary of State200North Canon Street Canon City, Nevada 88701-4200 Website. cocroaCtvCaiyottafebtt Articles of Organization Limited-Liability Company (PURSUANT TO NRS 88) Filed in the office of Document Number20070180905-02’ <rr-Ross Miller Secretary of Slale State of NevadaFiling Dale and Time03/14/2007 4:00 PMEntity NumberE0181582007-7U8E HACK MKOM.Y’00 NOT HGMJQHTjmmiinmmmommimmut1.Bmsttmsssk BSGCtGCJHttJMEflfiHfML.I Dk Rca**t Htwfea, IXC 8HMUMU- u*e*ye«ivvw?TheQggSJ^SS&£SSSBLsSBSife Name (6100 JWRM*“Soto5»” “~ Reno ?EZJCZip Code 2LZfr CodeUpdate upon            the awjile to «»e [7_ Company (hall be managed by[Manaaent-)OR »•«!**•» Stephen J.Cloo6«JJNvljgWOO .a>»t.a>,cad». ¦3745Lm Vegas Brwl Soolfa jfUlVegatDandAtLda________$75 N. MicM~giaAvenge”.at llwyjiyiw7.c*Mfetnet _____3_JsO»SL.-J ItajaafrBacaotafycarfrycompany. Mate* 13,2007 TWa torn rm/s* />«accompanied6appropriateAsa.WLT rTTZRWRiat ASSISTANT SECRETAWMas wttay ofAwF*» LUC *n WW RMndcnmOMrr

	Filed in the office of
		Document Number
	/s/ Ross Miller	20070214741-58
	Ross Miller Secretary of State State of Nevada	Filing Date and Time 03/28/2007 1:14 PM
Certificate to Accompany Restated Articles (PURSUANT TO NRS)		Entity Number E0181582007-7

USE BLACK INK ONLY — DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY

This Form Is to Accompany Restated Articles of Incorporation

(Pursuant to NRS 78.403,82.371,86.221,88.355 or 88A.250)

(This form is also to be used to accompany Restated Articles for Limited-Liability Companies, Certificates of
Limited Partnership, Limited-Liability Limited Partnerships and Business Trusts)

1. Name of Nevada entity as last recorded in this office:

DR Resort Holdings, LLC

2. The articles are beingo Restated orþ Amended and Restated (check only one). Please entitle your attached articles “Restated” or “Amended and Restated,” accordingly.

3. Indicate what changes have been made by checking the appropriate box.^*

o No amendments; articles are restated only and are signed by an officer of the corporation who has been authorized to execute the certificate by resolution of the board of directors adopted on          , The certificate correctly sets forth the text of the articles or certificate as amended to the date of the certificate.

þ The entity name has been amended.

þ The resident agent has been changed. (attach Certificate of Acceptance from new resident agent)

o The purpose of the entity has been amended.

o The authorized shares have been amended.

o The directors, managers or general partners have been amended.

o IRS tax language has been added.

o Articles have been added.

o Articles have been deleted.

o Other. The articles or certificate have been amended as follows (provide article numbers, if available):

^* This form is to accompany Restated Articles which contain newly altered or amended articles. The Restated Articles must contain all of the requirements as set forth in the statutes for amending or altering the articles or certificates

IMPORTANT:Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.

This form must be accompanied by appropriate fees	Nevada Secretary of State AM Restated 2007
	Revised on: 01/01/07

Amendment to
Articles of Organization
(PURSUANT TO NRS 86.221)

USE BLACK INK ONLY-DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY

Certificate of Amendment to Articles of Organization
For a Nevada Limited-Liability Company
(Pursuant to NRS 86.221)

1. Name of limited-liability company:

DR Resort Holdings, LLC

2. The company is managed by:	þ Managers	OR	o Members
		(check only one box)

3. The articles have been amended as follows (provide articles numbers, if available)^*:

Article 1- The name has been changed to Diamond Resorts Holdings, LLC

Article 2- The resident agent has been changed to Richard Cloobeck

4. Signature (must be signed by at least one manager or by a managing member):

/s/ Stephen Cloobeck

Signature  

* 1)	If amending company name, it must contain the words “Limited-Liability Company,” “Limited Company,” or “Limited,” or the abbreviations “Ltd.,” “L.L.C.,” or “L.C.,” “LLC” or “LC.” The word “Company” may be abbreviated as “Co.”
2)	If adding managers, provide names and addresses.

FILING FEE: $175.00

IMPORTANT:Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.

This form must be accompanied by appropriate fees Nevada Secretary of State AM 86.221 Amend 2007
Revised on: 01/01/07