Exhibit 3.226
State of California Bill Jones Secretary of State
LIMITED LIABILITY COMPANY ARTICLES OF ORGANIZATION
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LLC-1 | |||||
IMPORTANT - Read the instructions before completing the form. This document is presented for filing pursuant to Section 17050 of the California Corporations Code.
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1. Limited liability company name, (End the namewith “LLC” or “Limited Liability Company”. No periods between the letters in “LLC”. “Limited” and “Company” may be abbreviated to “Ltd.” and “Co.”)
Sunbank Family of Companies, LLC
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2. Latest date (month/day/year) on which the limited liability company is to dissolve:
January 10, 2027
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3. The purpose of the limited liability company is to engage in any lawful act or activity for which a limited liability company may be organized under the Beverly-Killea Limited Liability Company Act.
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4. Enter the name of initial agent for service of process and check the appropriate provision below: Corporation Service Company which will do business in California asCSC-Lawyers Incorporating Service , which is
☐ an individual residing in California. Proceed to Item 5.
☒ a corporation which has filed a certificate pursuant to Section 1505 of the California Corporations Code. Skip Item 5 and proceed to Item 6.
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5. If the initial agent for service of process is anindividual, enter a business or residential street address in California:
Street address:
City: State: CALIFORNIA Zip Code:
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6. The limited liability company will be managed by: (check one)
☐ one manager ☒ more than one manager ☐ limited liability company members
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7. If other matters are to be included in the Articles of Organization attach one or more separate pages. Number of pages attached, if any: None
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8. It is hereby declared that I am the person who executed this instrument, which execution is my act and deed.
Signature of organizer
C. Scott Brannan Type or print name of organizer
Date: January , 19
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For Secretary of State Use | |||||
LLC-1 Approved by the Secretary of State Filing Fee $70 1/96 | ||||||
State of Delaware
Office of the Secretary of State
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF MERGER, WHICH MERGES:
“SFC MERGER SUB, INC.”, A DELAWARE CORPORATION,
WITH AND INTO “SUNBANK FAMILY OF COMPANIES LLC” UNDER THE NAME OF “SUNBANK FAMILY OF COMPANIES LLC”, A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF CALIFORNIA, AS RECEIVED AND FILED IN THIS OFFICE THE TWENTY-SEVENTH DAY OF JANUARY, A.D. 1997, AT 9 O’CLOCK A.M.
State of California TONY MILLER ACTING SECRETARY OF STATE
LIMITED LIABILITY COMPANY CERTIFICATE OF MERGER
IMPORTANT - Read the instructions before completing the form. This document is presented for filing pursuant to Section 17552(a) of the California Corporations Code.
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1. Name of surviving entity:
Sunbank Family of Companies, LLC | 2. Type of entity:
Limited Liability Company | 3. File number:
101997009031 | 4. Jurisdiction of organization:
California | |||||
5. Name of disappearing entity: | 6. Type of entity: | 7. File number: | 8. Jurisdiction of organization: | |||||
SFC Merger Sub, Inc.
| Corporation | 2698735 | Delaware | |||||
9. If a vote was required pursuant to Section 17551, enter each class entitled to vote and the percentage of vote required: | ||||||||
| Surviving Entity | Disappearing Entity | |||||||
| Each class entitled to vote | Percentage of vote required | Each class entitled to vote | Percentage of vote required | |||||
Common
| 100% | |||||||
If the surviving entity is a limited liability company, complete Item 10 and proceed to Item 13.
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10. Requisite changes to the information set forth in the articles of organization of the surviving limited liability company:
None
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If the surviving entity is a foreign limited liability company or other business entity, skip Item 10 and complete Items 11 through 15.
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11. Address of the surviving limited liability company or other business entity:
Address: City: State: Zip Code:
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12. Information required to be stated in the certificate of merger pursuant to the law under which each constituent business entity was formed:
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13. Future effective date, if any:
| 14. Number of pages attached: 0 | |||||||
15. It is hereby declared that I am the person who executed this instrument, which execution is my act and deed. Attach additional signatures on separate pages.
Signature of authorized person for the surviving entity
C. Scott Brannan, Manager Type or print name and title
Signature of authorized person for the disappearing entity
C. Scott Brannan, Vice President Type or print name and title
SFC Merger Sub, Inc. | ||||||||
LLC- Approved by the Secretary of State Filing Fee - | ||||||||
CERTIFICATE OF MERGER
OF
SFC MERGER SUB, Inc.
INTO
SUNBANK FAMILY OF COMPANIES LLC
SUNBANK FAMILY OF COMPANIES LLC hereby certifies that:
FIRST: The name and state of formation of each of the constituent entities are SFC Merger Sub, Inc., a Delaware corporation, and Sunbank Family of Companies LLC, a California limited liability company.
SECOND: An Agreement of Merger has been approved, adopted, certified, executed and acknowledged by SFC Merger Sub, Inc. in accordance with the provisions of subsection (c) of Section 264 of the General Corporation Law of the State of Delaware in the same manner as provided in Section 2 thereof and by Sunbank Family of Companies LLC in accordance with the provisions of the Beverly-Killea Limited Liability Company Act of the State of California (the “Act”).
THIRD: The name of the surviving limited liability company is Sunbank Family of Companies LLC.
FOURTH: The surviving limited liability company is a limited liability company of the State of California.
FIFTH: The executed Agreement of Merger is on file at the principal place of business of Sunbank Family of Companies LLC at 5297 Maureen Lane, P.O. Box 1959, Moorpark, CA 93021. A copy of the Agreement of Merger will be furnished by Sunbank Family of Companies LLC on request and without cost to any stockholder of SFC Merger Sub, Inc. or any member of Sunbank Family of Companies LLC.
SIXTH: This Certificate of Merger shall be effective as of 12:00 a.m. on January 26, 1997.
SEVENTH: Sunbank Family of Companies LLC, Inc. hereby agrees that it may be served with process in the State of Delaware in any proceeding for enforcement of any obligation of SFC Merger Sub, Inc., as well as for the enforcement of any obligation of Sunbank Family of Companies LLC arising from the merger, including any suit or proceeding to enforce the right of any stockholders as determined in appraisal proceeding pursuant to Section 262 of the General Corporation Law of the State of Delaware; hereby irrevocably appoint the Secretary of State of the State of Delaware as its agent to accept service of process in any such suit or other proceeding; and hereby specifies the following address without the State of Delaware to which a copy of such service of process shall be mailed by the Secretary of State of the State of Delaware:
Sunbank Family of Companies LLC
5297 Maureen Lane, P.O. Box 1959,
Moorpark, CA 93021
IN WITNESS WHEREOF, Sunbank Family of Companies LLC has caused this certificate to be signed by its sole member as of the26 day of January, 1997.
| SUNBANK FAMILY OF COMPANIES LLC | ||
| BY: JOSLYN COMPANY, LLC | ||
| By: |
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| C. Scott Brannan | ||
| Vice President | ||