Exhibit 3.1
AMENDED ARTICLES OF ORGANIZATION
LIMITED LIABILTY COMPANY
Submit in Duplicate
Scott Moore, Secretary of State
Room 1305 State Capital, P.O. Box 94608
Lincoln, NE 68509
(402) 471-4079
http://www.nol.org/home/SOS/
Name of Limited Liability Company: Husker Ag Processing, LLC
Please check the item or items that are being amended and provide the
appropriate information as changed by the amendment:
___ Name of Limited Liability Company
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___ Purpose of Limited Liability Company
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___ Period of duration is
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___ Change in stated capital
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X
___ Change to any other statement in the articles of organization: The
Articles of Organization shall be amended to include the following and the
original Article X shall be renumbered Article XIII accordingly:
ARTICLE X
LIMITED LIABILITY OF MEMBERS AND MANAGERS
The Members and Managers of the Company are not liable under judgment
decree or order of a court, or in any other manner, for a debt, obligation or
liability of the Company.
ARTICLE XI
INDEMNIFICATION
The Company shall also have the power to make any other indemnification
authorized by any article of the Operating Agreement of the Company or a
resolution adopted by the Members of the Company after notice.
ARTICLE XII
INTERNAL AFFAIRS
The regulation of the internal affairs of the Company are set forth in
the Operating Agreement of the Company and shall govern the operation of the
business and the members accordingly.
This change to the Articles of Organization was made pursuant to an affirmative
of vote of the majority in interest of the Members or in such manner as
specifically provided in the Articles of Organization.
DATED: October 30, 2000
/s/ Gary Kuester Gary Kuester
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Signature of Authorized Representative Printed Name of Authorized Representative
FILING FEE: $15.00 plus $5.00 per additional page
Revised 2/11/99 Neb. Rev. Stat. 21-2628
ARTICLES OF ORGANIZATION
OF
HUSKER AG PROCESSING, LLC
Pursuant to the provisions of the Nebraska Limited Liability Company
Act, we, the undersigned persons, do hereby adopt the following Articles of
Organization for the purpose of forming a Nebraska Limited Liability Company.
ARTICLE I
NAME
The name of the Limited Liability Company is to be Husker Ag
Processing, LLC (Company).
ARTICLE II
BUSINESS PURPOSE
The Company is organized to perform any and all lawful acts pertaining
to the management of any lawful business as well as to engage in and to do any
lawful act concerning any and all lawful business for which a Limited Liability
Company may be organized under the Nebraska Limited Liability Company Act and
any amendments thereto.
The Company shall primarily engage in the production of ethanol, feed
products and germ, and starches. However, the Company shall not be limited to
this scope.
ARTICLE III
PRINCIPLE PLACE OF BUSINESS
The Company's principal place of business is located at:
R.R. 3, Box 53
Plainview, NE 68769
ARTICLE IV
REGISTERED AGENT
The Company shall continuously maintain an agent in the State of
Nebraska for service of process who is an individual residing in said state. The
name and address of the initial registered agent shall be:
Name: Jack G. Frahm
Address: R.R. 3, Box 53
Plainview, NE 68769
Telephone: (402) 582-4888
ARTICLE V
CONTRIBUTIONS, CAPITAL, AND VALUE
The total amount of cash contributed to the stated capital of the
Company is $0.00. The Company has no capital or contributed cash.
No Member shall be obligated to make any contribution to the Company
except those specifically set forth in the Operating Agreement adopted by
Members of the Company.
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ARTICLE VI
MEMBERSHIP
The Company shall accept the application of new members pursuant to the
terms and conditions set forth in the Operating Agreement.
ARTICLE VII
DURATION
The Company shall continue perpetually or until terminated as provided
in the Operating Agreement.
ARTICLE VIII
MANAGEMENT
The Company's business and affairs shall be managed by a Board of
Directors. For purposes of the Act, the Board of Directors shall be deemed to be
the board of managers of the Company, and each director shall be deemed to be a
manager. The name and address of the initial Directors shall be as follows:
Gary Kuester Alex Thramer Jack G. Frahm
RR 1, Box 136 PO Box 278 RR 3, Box 53
Stanton, NE 68779 Ewing, NE 68735 Plainview, NE 68769
(402) 439-2668 (402) 626-7238 (402) 582-4888
Fred Kneivel Cory Furstenau Ryan Koinzan
RR 1, Box 196 RR 2, Box 131 411 K
Clearwater, NE 68726 Tilden, NE 68781 Neligh, NE 68756
(402) 485-2313 (402) 368-2198 (402) 887-5287
Scott Carpenter Mike Kinney Kelly Hodson
1306 Chase Avenue RR 2, Box 131 P.O. Box 40
Creighton, NE 68729 Elgin, NE 68636 Osmond, NE 68765
(402) 358-5652 (402) 843-5535 (402) 748-3975
Each director shall serve until such time as specified by the Operating
Agreement.
ARTICLE IX
DISSOLUTION
This Company shall serve until such time as specified by the Operating
Agreement.
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ARTICLE X
INITIAL MEMBERS
The names and street addresses of Members who shall constitute the
initial Members of the Company are as follows:
Gary Kuester Alex Thramer Jack G. Frahm
RR 1, Box 136 PO Box 278 RR 3, Box 53
Stanton, NE 68779 Ewing, NE 68735 Plainview, NE 68769
(402) 439-2668 (402) 626-7238 (402) 582-4888
Fred Kneivel Cory Furstenau Ryan Koinzan
RR 1, Box 196 RR 2, Box 131 411 K
Clearwater, NE 68726 Tilden, NE 68781 Neligh, NE 68756
(402) 485-2313 (402) 368-2198 (402) 887-5287
Scott Carpenter Mike Kinney Kelly Hodson
1306 Chase Avenue RR 2, Box 131 P.O. Box 40
Creighton, NE 68729 Elgin, NE 68636 Osmond, NE 68765
(402) 358-5652 (402) 843-5535 (402) 748-3975
ARTICLE XI
SIGNATURES
IN WITNESS THEREOF, the undersigned has executed these Articles of
Organization as of this 24th day of August, 2000.
Jack G. Frahm /s/ Jack G. Frahm
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