EXHIBIT 3.5
ARTICLES OF INCORPORATION
OF
COBBLESTONE TEXAS, INC.
I, the undersigned natural person of the age of eighteen (18) years or
more, being a citizen of the State of Texas, acting as an incorporator of a
corporation under the Texas Business Corporation Act, do hereby adopt the
following Articles of Incorporation for such corporation:
ARTICLE I
The name of the corporation is COBBLESTONE TEXAS, INC.
ARTICLE II
The period of its duration is perpetual.
ARTICLE III
The purpose or purposes for which the organization is organized shall be
the transaction of any or all lawful business or businesses for which
corporations may be incorporated under the Texas Business Corporation Act.
ARTICLE IV
The aggregate number of shares which the corporation shall have authority
to issue is twenty-five million (25,000,000) shares of common stock with a par
value of one-tenth cent ($0.001) per share.
At elections of directors each share of stock entitled to vote shall
constitute only one vote, and multiplication of votes by the number of directors
to be elected, or cumulative voting, is expressly prohibited.
No shareholder of this corporation shall, by reason of his holding shares
of any class
have any pre-emptive or preferential right to purchase or subscribe to any
shares of any class of this corporation, now or hereafter to be authorized, or
any notes, debentures, bonds, or other securities convertible into or carrying
rights, options or warrants to purchase shares of any class, now or hereafter
authorized, whether or not the issuance of any such shares, or such notes,
bonds, debentures or other securities, would adversely affect the dividend or
voting rights of such shareholder other than such rights, if any, as the Board
of Directors in its discretion from time to time may grant and at such price as
the Board of Directors in its discretion may fix; and the Board of Directors may
issue shares of any class of this corporation, or any notes, debentures, bonds
or other securities convertible into or carrying rights, options or warrants to
purchase the shares of any class without offering any such shares of any class
either in whole or in part to the existing shareholders of any class.
ARTICLE V
The corporation will not commence business until it has received for the
issuance of its shares consideration of the value of One Thousand Dollars
($1,000.00) consisting of money, labor done or property actually received, which
sum is not less than One Thousand Dollars ($1,000.00).
ARTICLE VI
The post office address of its initial registered office is 1149 Regency
Plaza, 3710 Rawlins St., Dallas, Texas 75219, and the name of its initial
registered agent at such address is Clifford D. Harmon.
ARTICLE VII
The number of directors constituting the initial Board of Directors is
three (3), and
the names and addresses of the persons who are to serve as directors until the
first annual meeting of shareholders or until their successors are elected and
qualified are:
Frederick Warren 3702 Via De La Valle
Suite 202
Del Mar, California 92014
James A. Husband 3702 Via De La Valle
Suite 202
Del Mar, California 92014
David Wong 3702 Via De La Valle
Suite 202
Del Mar, California 92014
ARTICLE VIII
The corporation may indemnify its officers and directors to the fullest
extent permitted by law.
ARTICLE IX
The corporation reserves the right to amend, alter or repeal any provision
contained in these Articles of Incorporation in the manner now or hereafter
prescribed by statute, and all rights conferred upon directors and shareholders
herein are granted subject to this reservation.
ARTICLE X
The name and address of the incorporator is Clifford D. Harmon, 1149
Regency Plaza, 3710 Rawlins, Dallas, Texas 75219.
IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of October,
1993.
/s/ Clifford D. Harmon
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Clifford D. Harmon
ASSUMED NAME CERTIFICATE
1. The name of the corporation, limited liability company, limited partnership,
or registered limited liability partnership as stated in its articles of
incorporation, articles of organization, certificate of limited partnership,
application or comparable document is COBBLESTONE TEXAS, INC.
----------------------
2. The assumed name under which the business or professional service is or is to
be conducted or rendered is THE TROPHY CLUB.
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3. The state, country, or other jurisdiction under the laws of which it was
incorporated, organized or associated is TEXAS, and the address of its
-----
registered or similar office in that jurisdiction is 3710 RAWLINS SUITE 1149,
DALLAS, TEXAS 75219. -----------------------
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4. The period, not to exceed 10 years, during which the assumed name will be
used is 10 YEARS.
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5. The entity is a (circle one): [business corporation], non-profit corporation,
professional corporation, professional association, limited liability
company, limited partnership, registered limited liability partnership or
some other type of incorporated business, professional or other association
(specify)
____________________________________________________________________________.
6. If the entity is required to maintain a registered office in Texas, the
address of the registered office is 3710 RAWLINS SUITE 1149, DALLAS, TEXAS
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75219 and the name of its registered agent at such address is CLIFFORD D.
----- -----------
HARMON. The address of the principal office (if not the same as the
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registered office) is 3702 VIA DE LA VALLE, SUITE 202, DEL MAR, CALIFORNIA
92014. ----------------------------------------------------
-----
7. If the entity is not required to or does not maintain a registered office in
Texas, the office address in Texas is ______________________________________
and if the entity is not incorporated, organized or associated under the laws
of Texas, the address of its place of business in Texas is
____________________________________________________________________________
and the office address elsewhere is ________________________________________.
8. The county or counties where business or professional services are being or
are to be conducted or rendered under such assumed name are (if applicable,
use the designation "ALL" or "ALL EXCEPT"): ALL.
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(Certificate must be executed and notarized on the back of this form.)
/s/ Gary Dee
________________________________________________
Signature of officer, general partner, manager,
representative or attorney-in-fact of the entity
Before me on this 21 day of December, 1993, personally appeared Gary Dee and
-- -------- -- --------
acknowledged to me that Gary Dee executed the foregoing certificate for the
--------
purposes therein expressed.
(Notary Seal)
/s/ Pauline Shaw
---------------------------
Notary Public Denton County
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INSTRUCTIONS FOR FILING ASSUMED NAME CERTIFICATE
1. A corporation, limited liability company, limited partnership or registered
limited liability partnership, which regularly conducts business or renders a
professional service in this state under a name other than the name contained
in its articles of incorporation, articles of organization, certificate of
limited partnership or application, must file an assumed name certificate
with the the secretary of state and with the appropriate county clerk in
accordance with section 36.11 of the Texas Business and Commerce Code.
2. The information provided in paragraph 6 as regards the registered agent and
registered office address in Texas must match the information on file in this
office. To verify the information on file with this office, you may contact
our corporate information unit at (512) 463-5555. Forms to change the
registered agent/office are available from this office should you require to
update this information.
3. A certificate executed and acknowledged by an attorney-in-fact shall include
a statement that the attorney-in-fact has been duly authorized in writing by
his principal to execute and acknowledge the same.
4. For purposes of filing with the secretary of state, the assumed name
registrant should submit an originally executed assumed name certificate
accompanied by the filing fee of $25 to the Secretary of State, Statutory
Filings Division, Corporations Section, P.O. Box 13697, Austin, Texas 78711-
3697. The phone number is (512) 463-5582.
5. All assumed name certificates to be filed with the county clerk must be
forwarded directly to the appropriate county clerk by the assumed name
registrant.
6. Whenever an event occurs that causes the information in the assumed name
certificate to become materially misleading (eg. change of registered
agent/office or a change of name), a new certificate must be filed within 60
days after the occurrence of the events which necessitate the filing.
7. A registrant that ceases to transact business or render professional services
under an assumed name for which a certificate has been filed may file an
abandonment of use pursuant to the Texas Business and Commerce Code.
(S)36.14. Forms for this purposes are available from this office.
ASSUMED NAME CERTIFICATE
1. The name of the corporation, limited liability company, limited
partnership, or registered limited liability partnership as stated in its
articles of incorporation, articles of organization, certificate of
limited partnership, application or comparable document is COBBLESTONE
-----------
TEXAS, INC.
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2. The assumed name under which the business or professional service is or is
to be conducted or rendered is THE CLUB AT TROPHY CLUB.
-----------------------
3. The state, country, or other jurisdiction under the laws of which it was
incorporated, organized or associated is TEXAS, and the address of its
-----
registered or similar office in that jurisdiction is 3710 RAWLINS
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SUITE 1149 DALLAS, TX 75219.
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4. The period, not to exceed 10 years, during which the assumed name will be
used is 10 YRS.
------
5. The entry is a (circle one): [business corporation], non-profit
corporation, professional corporation, professional association, limited
liability company, limited partnership, registered limited liability
partnership or some other type of incorporated business, professional
or other association (specify)
_______________________________________________________________________ .
6. If the entity is required to maintain a registered office in Texas, the
address of the registered office is 3710 RAWLINS SUITE 1149 DALLAS,
---------------------------------
TEXAS 75219 and the name of its registered agent at such address is
-----------
CLIFFORD D. HARMON. The address of the principal office (if not the same
------------------
as the registered office) is 3702 VIA DE LA VALLE, SUITE 202 DEL MAR,
-----------------------------------------
CALIFORNIA 92014.
----------------
7. If the entity is not required to or does not maintain a registered office
in Texas, the office address in Texas is_________________________________
and if the entity is not incorporated, organized or associated under the
laws of Texas, the address of its place of business in Texas is
_________________________________________________________________________
and the office address elsewhere is____________________________________ .
8. The county or counties where business or professional services are being
or are to be conducted or rendered under such assumed name are (if
applicable, use the designation "ALL" or "ALL EXCEPT"): ALL.
---
(Certificate must be executed and notarized on the back of this form.)
/s/ Lawrence Jasper
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Signature of officer, general partner, manager,
representative or attorney-in-fact of the entity
----------------
Before me on this 29th day of December, 1993, personally appeared Lawrence
---- -------- -- --------
Jasper and acknowledged to me that ____he executed the foregoing certificate for
- ------
the purposes therein expressed.
[NOTARY SEAL] /s/ Lisa Bufkin
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Notary Public DALLAS County
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INSTRUCTIONS FOR FILING ASSUMED NAME CERTIFICATE
1. A corporation, limited liability company, limited partnership or registered
limited liability partnership, which regularly conducts business or renders
a professional service in this state under a name other than the name
contained in its articles of incorporation, articles of organization,
certificate of limited partnership or application, must file an assumed
name certificate with the secretary of state and with the appropriate
county clerk in accordance with section 36.11 of the Texas Business and
Commerce Code.
2. The information provided in paragraph 6 as regards the registered agent and
registered office address in Texas must match the information on file in
this office. To verify the information on file with this office, you may
contact our corporate information unit at (512) 463-5555. Forms to change
the registered agent/office are available from this office should you
require to update this information.
3. A certificate executed and acknowledged by an attorney-in-fact shall
include a statement that the attorney-in-fact has been duly authorized in
writing by his principal to execute and acknowledge the same.
4. For purposes of filing with the secretary of state, the assumed name
registrant should submit an originally executed assumed name certificate
accompanied by the filing fee of $25 to the Secretary of State, Statutory
Filings Division, Corporations Section, P.O. Box 13697, Austin, Texas
78711-3697. The phone number is (512) 463-5582.
5. All assumed name certificates to be filed with the county clerk must be
forwarded directly to the appropriate county clerk by the assumed name
registrant.
6. Whenever an event occurs that causes the information in the assumed name
certificate to become materially misleading (eg. change of registered
agent/office or a change of name), a new certificate must be filed within
60 days after the occurrence of the events which necessitate the filing.
7. A registrant that ceases to transact business or render professional
services under an assumed name for which a certificate has been filed may
file an abandonment of use pursuant to the Texas Business and Commerce
Code. (S)36.14. Forms for this purposes are available from this office.
ASSUMED NAME CERTIFICATE
1. The name of the corporation, limited liability company, limited
partnership, or registered limited liability partnership as stated in its
articles of incorporation, articles of organization, certificate of limited
partnership, application or comparable document is COBBLESTONE TEXAS, INC.
2. The assumed name under which the business or professional service if or is
to be conducted or rendered is TROPHY CLUB COUNTRY CLUB.
3. The state, country, or other jurisdiction under the laws of which it was
incorporated, organized or associated is TEXAS, and the address of its
registered or similar office in that jurisdiction is 500 TROPHY CLUB DRIVE,
TROPHY CLUB, TEXAS 76262.
4. The period, not to exceed 10 years, during which the assumed name will be
used is TEN (10) YEARS.
5. The entity is a BUSINESS CORPORATION.
6. If the entity is required to maintain a registered office in Texas, the
address of the registered office is 1149 REGENCY PLAZA, 3710 RAWLINS
STREET, DALLAS, TEXAS 75219 and the name of its registered agent at such
address CLIFFORD D. HARMON. The address of the principal office is SUITE
202, 3702 VIA DE LA VALLE, DEL MAR, CALIFORNIA 92014.
7. If the entity is not required to or does not maintain a registered office
in Texas, the office address in Texas is ______________________________
and if the entity is not incorporated, organized or associated under the
laws of Texas, the address of its place of business in Texas is ________
______________________________________ and the office address elsewhere
is _______________________________________________________________ .
8. The county or counties where business or professional services are being or
are to be conducted or rendered under such assumed name are (if
applicable, use the designation "ALL" or "ALL EXCEPT"): ALL.
/s/ Steve Holmes
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Steve Holmes
Chief Financial Officer
Before me on this 30th day of JANUARY 30, 1995, personally appeared Steve
Holmes, Chief Financial Officer of Cobblestone Texas, Inc., and acknowledged to
me that he executed the foregoing certificate for the purposes therein expressed
and in the capacity therein stated.
/s/ David L. Serven
[Seal of David L. Serven] ------------------------------
Notary Public for SAN DIEGO County
In and For the State of California
Notary Public SAN DIEGO County