Exhibit 3.3
ARTICLES OF ORGANIZATION
OF
FLORIDA CARBON SOLUTIONS, LLC
The undersigned hereby certifies that he is the authorized representative
of the initial member who is forming a limited liability company under the laws
of the State of Florida, providing for the formation, rights, privileges, and
immunities of limited liability companies for profit. He further declares that
the following Articles shall be the Charter and authority for the conduct of
business of such limited liability company.
ARTICLE 1
NAME AND ADDRESS
The name of the limited liability company shall be Florida Carbon Products,
LLC, and its principal place of business and its mailing address shall be:
5025 West Lemon Street
Tampa, Florida 33609
ARTICLE 2
PURPOSES AND POWERS
The general nature of the business or businesses to be transacted and which
the limited liability company is authorized to transact, in addition to those
authorized by the laws of the State of Florida, and the powers of the limited
liability company, shall be as follows:
1. To engage in any activity or business authorized under Florida Statutes.
2. In general, to carry on any and all incidental business; to have and
exercise all the powers conferred by the laws of the State of Florida, and to do
any and all things herein set forth to the same extent as a natural person might
or could do.
3. To purchase or otherwise acquire, undertake, carry on, improve, or
develop, and all or any of the business, good will, rights, assets, and
liabilities of any person, firm, association, or corporation carrying on any
kind of business of a similar nature to that which this limited liability
company is authorized to carry on, pursuant to the provisions of the Articles;
and to hold, utilize, and in any manner dispose of the rights and property so
acquired.
4. To enter into and make all necessary contracts for its business with any
person, entity, partnership, association, corporation, domestic or foreign, or
of any domestic or foreign state, government, or governmental authority, or of
any political or administrative subdivision, or department thereof, and to
perform and carry out, assign, cancel, or rescind any of such contracts.
5. To exercise all or any of the limited liability company powers, and to
carry out all or any of the purposes enumerated herein, otherwise granted or
permitted by law, while acting as
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agent, nominee, or attorney-in-fact for any persons or corporations, and perform
any service under contract or otherwise for any corporation, joint stock
company, association, partnership, firm, syndicate, individual, or other entity,
and in such capacity or under such arrangement develop, improve, stabilize,
strengthen, or extend the property and commercial interest thereof, and to aid,
assist, or participate in any lawful enterprise in connection therewith or
incidental to such agency, representation, or service, and to render any other
service or assistance insofar as it lawfully may under the laws of the State of
Florida, providing for the formation, rights, privileges, and immunities of
limited liability companies for profit.
6. To do everything necessary, proper, advisable, or convenient for the
accomplishment of any of the purposes, or the attainment of any of the
objectives, or the furtherance of any of the powers herein set forth, either
alone or in association with others incidental or pertaining to, or going out
of, or connected with its business or powers, provided the same shall not be
inconsistent with the laws of the State of Florida.
7. The several clauses contained in this statement of the general nature of
the business or businesses to be transacted shall be construed as both purposes
and powers of this limited liability company, and statements contained in each
clause shall, except as otherwise expressed, be in no way limited or restricted
by reference to or inference from the terms of any other clause. They shall be
regarded as independent purposes and powers.
Nothing herein contained shall be deemed or construed as authorizing or
permitting, or purporting to authorize or permit the limited liability company
to carry on any business, exercise any power, or do any act which a limited
liability company may not, under the laws of the State of Florida, lawfully
carry on, exercise, or do.
ARTICLE 3
DURATION
This limited liability company shall have perpetual existence or until
dissolved in a manner provided by law, or as provided in the regulations adopted
by the members.
ARTICLE 4
MANAGEMENT
The limited liability company is to be managed by a manager and the name
and address of such manager of the company are:
John Stanton 5025 West Lemon Street
Tampa, Florida 33609
ARTICLE 5
MEMBERS
The initial member of the limited liability company is:
EarthFirst Solid Solutions, Inc.
5025 West Lemon Street
Tampa, Florida 33609
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ARTICLE 6
ADMISSION OF ADDITIONAL MEMBERS
Members shall have the right to admit new members only by unanimous
consent. Contributions required of new members shall be determined as of the
time of admission to the limited liability company.
A member's interest in the limited liability company may not be sold or
otherwise transferred except with unanimous written consent of the members.
ARTICLE 7
MEMBERS RIGHT TO CONTINUE BUSINESS
Upon the death, retirement, resignation, expulsion, bankruptcy, or
dissolution of a member, or the occurrence of any other event that terminates
the continued membership of a member in the limited liability company, the
remaining members shall have the right to continue the business upon unanimous
consent of such remaining members.
ARTICLE 8
INITIAL REGISTERED OFFICE AND REGISTERED AGENT
The Florida street address of the initial registered office of the limited
liability company is Carey, O'Malley, Whitaker & Manson, P.A., 712 South Oregon
Avenue, City of Tampa, County of Hillsborough, State of Florida 33606, and the
name of its initial registered agent at such address is Michael R. Carey.
The undersigned, being the authorized representative of the initial member
of the limited liability company, hereby certifies that the foregoing
constitutes the proposed Articles of Organization of Florida Carbon Solutions,
LLC.
Executed by the undersigned at 712 So. Oregon Avenue, Tampa, Florida on
January 9, 2003.
/s/ John Stanton
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Name of Organizer / Authorized Representative of
Initial Member: John Stanton
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STATE OF FLORIDA
COUNTY OF HILLSBOROUGH
Before me personally appeared John Stanton, who signed the above Articles
of Organization as his free and voluntary act for the uses and purposes
mentioned and set forth therein.
IN WITNESS WHEREOF, I have set my hand and affixed my official seal on
January 9/th/, 2003.
/s/ R. Jill Leahy
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Type, Print or Stamp Name of Notary: R. Jill Leahy
Personally Known X
---
or Produced Identification ______
Type of Identification Produced _________________________
ACCEPTANCE OF REGISTERED
AGENT / REGISTERED OFFICE
The undersigned, having been named in the Articles of Organization of
Florida Carbon Solutions, LLC, as registered agent and to accept service of
process for this limited liability company at the place designated at Article 8,
hereby accepts the appointment as registered agent and agrees to act in this
capacity.
I further agree to comply with the provision of all statutes relating to
the proper and complete performance of my duties and I am familiar with and
accept the obligations of my position as registered agent of the Company.
/s/ Michael R. Carey
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Name: Michael R. Carey
Registered Agent
712 South Oregon Avenue
Tampa, Florida 33606-2543
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