Exhibit 3.12
ARTICLES OF ORGANIZATION OF MARACAY HOMES ARIZONA I, L.L.C. |  | |||
1. The name of this limited liability company (“Company”) is: | ||||
MARACAY HOMES ARIZONA I, L.L.C. | ||||
2. A. The address of the Company’s registered office is: | ||||
6330 East Thomas Road, Building 3 Scottsdale, Arizona 85251 | ||||
B. The name and business address of the Company’s agent for service of process is: | ||||
VON DIX
6330 East Thomas Road
Building 3
Scottsdale, Arizona 85251
3. There are or will be two or more Members at the time the Company is formed.
4. The latest date the Company can dissolve is December 31, 2050.
5. Management of the Company is vested in its Managers all of which have the authority to act for and to bind the Company. Any person dealing with the Company may rely upon the latest filed Articles of Organization, as amended, as designating the current Manager or Managers.
6. A. The Managers’ names and mailing addresses are:
| DAVID BESSEY | VON DIX | DOUG FOWLER | ||
| 6330 East Thomas Road | 6330 East Thomas Road | 6330 East Thomas Road | ||
| Building 3 | Building 3 | Building 3 | ||
| Scottsdale, Arizona 85251 | Scottsdale, Arizona 85251 | Scottsdale, Arizona 85251 |
B. The following Members own a twenty percent (20%) or greater interest in the capital or profits of the Company: DAVID BESSEY, 6330 East Thomas Road, Building 3, Scottsdale, Arizona 85251; VON DIX, 6330 East Thomas Road, Building 3, Scottsdale, Arizona 85251; DOUG FOWLER, 6330 East Thomas Road, Building 3, Scottsdale, Arizona 85251; and MARACAY HOMES CORPORATION, an Arizona corporation, 6330 East Thomas Road, Building 3, Scottsdale, Arizona 85251.
7. This limited liability company (the “Company”) is organized to transact any and all lawful business for which a limited liability company may be organized under Arizona law.
EXECUTED this 2 day of November, 1994.
/s/ Karla D. Motsenbocker |
| Karla D. Motsenbocker, Organizer |
AMENDMENT OF ARTICLES OF ORGANIZATION OF MARACAY HOMES ARIZONA I, L.L.C. |  | |||
1. The name of this limited liability company (“Company”) | ||||
MARACAY HOMES ARIZONA I, L.L.C. | ||||
2. The filing date of the initial Articles of Organization was December 14, 1994. | ||||
3. The initial Articles of Organization are hereby being amended to reflect the addition of a Manager. The new Manager’s name and mailing address are: JEFFREY J. ANDERSEN, 6330 East Thomas Road, Suite 200, Scottsdale, Arizona 85251. JEFFREY J. ANDERSEN’S authority as a Manager shall be limited to the execution of any and all documents necessary, including conveyance deeds, in connection with residential real estate closings of the Company in the ordinary course of business.
4. Any Manager may sign conveyance deeds in connection with residential real estate closing of this Company in the ordinary course of business and such conveyance deeds shall be binding upon the Company.
EXECUTED this 1st day of September, 1995.
/s/ DAVID W. BESSEY |
| DAVID W. BESSEY, Manager |
/s/ VON E. DIX |
| VON E. DIX, Manager |
/s/ DOUG W. FOWLER |
| DOUG W. FOWLER, Manager |
AMENDMENT OF ARTICLES OF ORGANIZATION OF MARACAY HOMES ARIZONA I, L.L.C. |  | |||
1. The name of this limited liability company (“Company”) is:
MARACAY HOMES ARIZONA I, L.L.C.
2. The filing date of the initial Articles of Organization was December 14, 1994.
3. The initial Articles of Organization are hereby being amended to reflect a change in the Managers of the Company:
The Managers’ names and mailing address are: DAVID W. BESSEY, DOUG W. FOWLER and JEFFREY J. ANDERSEN, 6330 East Thomas Road, Suite 200, Scottsdale, Arizona 85251
4. Any Manager may sign conveyance deeds in connection with residential real estate closing of this Company in the ordinary course of business and such conveyance deeds shall be binding upon the Company.
EXECUTED this 13 day of October, 1997.
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|
| Manager |
 | STATE OF ARIZON
CORPORATION COMMISSION | |||
I hereby certify this to be true and complete copy of the document filed in this office and admitted to record in File No. L-0737774-3. |
 |
| Executive Secretary |
| Dated: | Oct 25, 2002 | By: |  | |||||
|
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF ORGANIZATION
OF
MARACAY HOMES ARIZONA I, L.L.C. |  | |||
1. The name of the limited liability company is MARACAY HOMES ARIZONA I, L.L.C. (the “Company”).
2. The date the initial Articles of Organization were filed was December 14, 1994.
3. Article 4 of the Articles of Organization is hereby deleted.
4. Article 5 of the Articles of Organization is hereby renumbered as Article 4.
5. Article 6 is hereby renumbered as Article 5 and amended to read: “The names and addresses of each person who is a Manager of the Company are:
David W. Bessey
6330 East Thomas Road
Suite 200
Scottsdale, Arizona 85251
Doug W. Fowler
6330 East Thomas Road
Suite 200
Scottsdale, Arizona 85251
Jeffrey J. Andersen
6330 East Thomas Road
Suite 200
Scottsdale, Arizona 85251
Dean Doty
6330 East Thomas Road
Suite 200
Scottsdale, Arizona 85251
The names and addresses of the Members who own a 20% or greater interest in the capital or profits of the Company are:
David W. Bessey
6330 East Thomas Road
Suite 200
Scottsdale, Arizona 85251
Doug W. Fowler
6330 East Thomas Road
Suite 200
Scottsdale, Arizona 85251
Ken Fowler AZ, Inc.
6330 East Thomas Road
Suite 200
Scottsdale, Arizona 85251
Maracay Homes Corp.
6330 East Thomas Road
Suite 200
Scottsdale, Arizona 85251
6. Article 7 of the Articles of Organization is hereby renumbered as Article 6.
IN WITNESS WHEREOF, the undersigned, as a Manager and Member of the Company, has executed this instrument for and on behalf of the Company this 8th day of April, 1998.
/s/ DAVID W. BESSEY |
| DAVID W. BESSEY |
-2-
AMENDMENT OF
ARTICLES OF ORGANIZATION
OF
MARACAY HOMES ARIZONA I, L.L.C.
1. The name of this limited liability company (“Company”) is:
MARACAY HOMES ARIZONA I, L.L.C.
2. The filing date of the initial Articles of Organization was December 14, 1994.
3. The Articles of Organization are hereby amended to delete Article 5 (as amended by that certain Articles of Amendment to the Articles of Organization dated April 8, 1998) in its entirety and replace it with the following:
“The Managers’ names and mailing addresses are:DAVID W. BESSEY, 6330 East Thomas Road, Suite 200, Scottsdale, Arizona 85251; DOUG W. FOWLER, 6330 East Thomas Road, Suite 200, Scottsdale, Arizona 85251; JEFFREY J. ANDERSEN, 6330 East Thomas Road Suite 200, Scottsdale, Arizona 85251 and DEAN DOTY, 6330 East Thomas Road, Suite 200, Scottsdale, Arizona 85251.
DEAN DOTY’s authority as Manager shall be limited to the execution of any and all documents necessary as required by the Department of Real Estate to accomplish the day-to-day operations as the Designated Broker for the Company.
Any Manager, including DEAN DOTY, may sign conveyance deeds in connection with residential real estate closings of this Company in the ordinary course of business and such conveyance deeds shall be binding upon the Company.”
IN WITNESS WHEREOF, the undersigned has executed this Amendment this 14th day of December, 1998.
 |
|
| Manager |
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF ORGANIZATION
OF
MARACAY HOMES ARIZONA I, L.L.C. |  |
1. The name of the limited liability company is MARACAY HOMES ARIZONA I, L.L.C. (the “Company”).
2. The date the initial Articles of Organization were filed was December 14, 1994.
3. Article 5 of the Articles of Organization is hereby amended to read: “The names and addresses of each person who is a Manager of the Company are:
David W. Bessey
15160 North Hayden Road
Suite 200
Scottsdale, Arizona 85260
Doug W. Fowler
15160 North Hayden Road
Suite 200
Scottsdale, Arizona 85260
Jeffrey J. Andersen
15160 North Hayden Road
Suite 200
Scottsdale, Arizona 85260
Catherine French
15160 North Hayden Road
Suite 200
Scottsdale, Arizona 85260
IN WITNESS WHEREOF, the undersigned, as a Manager and Member of the Company, has executed this instrument for and on behalf of the Company this 23RD day of MARCH, 1999.
/s/ DAVID W. BESSEY |
| DAVID W. BESSEY |
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF ORGANIZATION
OF
MARACAY HOMES ARIZONA I, L.L.C. |  | |||
1. The name of the limited liability company is MARACAY HOMES ARIZONA I, L.L.C. (the “Company”).
2. The date the initial Articles of Organization were filed was December 14, 1994.
3. Article 5 of the Articles of Organization is hereby amended to read: “The names and addresses of each person who is a Manager of the Company are:
David W. Bessey
15160 North Hayden Road
Suite 200
Scottsdale, Arizona 85260
Jeffrey J. Andersen
15160 North Hayden Road
Suite 200
Scottsdale, Arizona 85260
Catherine French
15160 North Hayden Road
Suite 200
Scottsdale, Arizona 85260
IN WITNESS WHEREOF, the undersigned, as a Manager and Member of the Company, has executed this instrument for and on behalf of the Company this 6 day of OCTOBER, 1999.
/s/ DAVID W. BESSEY |
| DAVID W. BESSEY |
 | ARTICLES OF AMENDMENT
TO THE
ARTICLES OF ORGANIZATION
OF
MARACAY HOMES ARIZONA I, L.L.C. |
1. The name of the limited liability company is MARACAY HOMES ARIZONA I, L.L.C. (the “Company”).
2. The date the initial Articles of Organization were filed was December 14, 1994.
3. Article 5 of the Articles of Organization of the Company is hereby amended to read as follows:
ARTICLE 5. The names and addresses of the Members who own a 20% or greater interest in the capital or profits of the Company are:
David W. Bessey
15160 North Hayden Road
Suite 200
Scottsdale, Arizona 85260
Kyjormac, Inc.
15160 North Hayden Road
Suite 200
Scottsdale, Arizona 85260
Ken Fowler Arizona, Inc.
15160 North Hayden Road
Suite 200
Scottsdale, Arizona 85260
Maracay Homes Corporation
15160 North Hayden Road
Suite 200
Scottsdale, Arizona 85260
IN WITNESS WHEREOF, the undersigned, as a Manager and Member of the Company, has executed this instrument for and on behalf of the Company this 12 day of June, 2000.
/s/ Jeffrey J. Andersen |
| Jeffrey J. Andersen |
-2-
 | ARTICLES OF AMENDMENT
TO THE
ARTICLES OF ORGANIZATION
OF
MARACAY HOMES ARIZONA I, L.L.C. |
1. The name of the limited liability company is MARACAY HOMES ARIZONA I, L.L.C. (the “Company”).
2. The date the initial Articles of Organization were filed was December 14, 1994.
3. Article 5 of the Articles of Organization is hereby amended to read: “The names and addresses of each person who is a Manager of the Company are:
David W. Bessey
15160 North Hayden Road
Suite 200
Scottsdale, Arizona 85260
Jeffrey J. Andersen
15160 North Hayden Road
Suite 200
Scottsdale, Arizona 85260
IN WITNESS WHEREOF, the undersigned, as a Manager and Member of the Company, has executed this instrument for and on behalf of the Company this 24 day of June, 2003.
/s/ Jeffrey J. Andersen |
| Jeffrey J. Andersen |
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF ORGANIZATION
OF
MARACAY HOMES ARIZONA I, L.L.C.
Pursuant to the provisions of A.R.S. § 29-633, the undersigned limited liability company adopts the following articles of amendment to its articles of organization:
| FIRST: | The name of the limited liability company is Maracay Homes Arizona I, L.L.C. |
| SECOND: | The initial articles of organization were filed on December 14, 1994. |
| THIRD: | Article 5 of the articles of organization is hereby amended in its entirety to read as follows: |
The name and address of the sole Manager of the Company are:
Weyerhaeuser Real Estate Company
33940 Weyerhaeuser Way South
Federal Way, Washington 98001
The name and address of the only Member who owns a 20% or greater interest in the capital or profits of the Company are:
Weyerhaeuser Real Estate Company
33940 Weyerhaeuser Way South
Federal Way, Washington 98001
| FOURTH: | This amendment is made solely in relation to changes in managers or members of the limited liability company. |
DATED: February 10, 2006.
MARACAY HOMES ARIZONA I, L.L.C. | ||
By: | /s/ David W. Bessey | |
| David W. Bessey, | ||
| Manager (prior to amendment) | ||
 | ARTICLES OF AMENDMENT TO THE ARTICLES OF ORGANIZATION OF MARACAY HOMES ARIZONA I, L.L.C. |  |
| 1. | The name of the limited liability company is Maracay Homes Arizona I, L.L.C. |
| 2. | The Articles of Organization were originally filed with the Arizona Corporation Commission on the 14th day of December, 1994. |
3. Article 1 of the Articles of Organization is hereby amended to read: “The name of this limited liability company (“Company”) is
MARACAY HOMES, L.L.C.
Dated this 31st day of March, 2009.
| MARACAY HOMES ARIZONA I, L.L.C. | ||
| By | /s/ Lawrence B. Burrows | |
| Lawrence B. Burrows, President | ||
| of Weyerhaeuser Real Estate Company, Manager | ||