Exhibit 3.71
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| | | STATE OF DELAWARE |
| | | SECRETARY OF STATE |
| | | DIVISION OF CORPORATIONS |
| | | FILED 10:00 AM 07/16/2002 |
| | | 020453663 — 3547797 |
CERTIFICATE OF FORMATION
OF
SUNTERRA POWHATAN DEVELOPMENT, 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 Powhatan Development, 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.
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| | /s/ Mark R. Williams | |
| | Mark R. Williams, Authorized Person | |
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State of Delaware
Certificate of Merger of a Foreign General Partnership
into a Domestic Limited Liability Company
Pursuant to Title 6, Section 18-209 of the Delaware Limited Liability Company Act.
First:The name of the surviving Limited Liability Company is Sunterra Powhatan Development, LLC, a Delaware limited liability company.
Second:The name of the General Partnership being merged into this surviving Limited Liability Company is Powhatan Associates. The jurisdiction in which this General Partnership was formed is Virginia.
Third:The Agreement and Plan of Merger has been approved and executed by both entities.
Fourth:The name of the surviving Limited Liability Company is Sunterra Powhatan Development, LLC.
Fifth:The executed Agreement and Plan of Merger is on file at 3865 West Cheyenne Avenue, Building #5, North Las Vegas, Nevada 89032, the principal place of business of the surviving Limited Liability Company.
Sixth: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.
(Signature page follows)
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| | | STATE OF DELAWARE |
| | | SECRETARY OF STATE |
| | | DIVISION OF CORPORATIONS |
| | | FILED 01:33 PM 12/04/2002 |
| | | 020743759 — 3547797 |
IN WITNESS WHEREOF, said Limited Liability Company has caused this certificate to be signed by an authorized person, this 4th day of December, 2002.
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| | SUNTERRA POWHATAN DEVELOPMENT, LLC
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| | By: | SUNTERRA DEVELOPER AND SALES HOLDING COMPANY, its sole manager and member | |
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| | By: | /s/ James F. Anderson | |
| | | Name: | James F. Anderson | |
| | | Title: | Vice President | |
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CERTIFICATE OF AMENDMENT TO CERTIFICATE OF FORMATION
OF
SUNTERRA POWHATAN DEVELOPMENT, LLC
SUNTERRA POWHATAN DEVELOPMENT, 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 POWHATAN DEVELOPMENT, 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:
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| | | National Registered Agents, Inc. |
| | | 9 East Loockerman Street, Suite 1B |
| | | Dover, Delaware 19901 |
| | | County of Kent |
Executed on: January 14, 2004.
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| | /s/ Lori Knohl | |
| | Lori Knohl, Authorized Person | |
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| | | State of Delaware |
| | | Secretary of State |
| | | Division of Corporations |
| | | Delivered 12:43 PM 01/23/2004 |
| | | FILED 12:21 PM 01/23/2004 |
| | | SRV 040049749 — 3547797 FILE |
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State of Delaware | | |
Secretary of State | | |
Division of Corporations | | |
Delivered 07:10 PM 10/17/2007 | | |
FILED 07:10 PM 10/17/2007 | | |
SRV 071127838 — 3547797 FILE | | |
CERTIFICATE OF AMENDMENT
OF
SUNTERRA POWHATAN DEVELOPMENT, LLC
1. The name of the limited liability company is SUNTERRA POWHATAN DEVELOPMENT, 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 POWHATAN DEVELOPMENT, LLC
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Sunterra Powhatan Development, LLC this 16th day of October 2007.
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| | By: | /s/ Frederick C. Bauman | |
| | | Frederick C. Bauman | |
| | | Authorized Person | |
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