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ARTICLES OF ORGANIZATION
OF
EJ MORTGAGE, L.L.C.
The undersigned hereby forms and establishes a limited liability
company under the laws of the State of Missouri.
ARTICLE I
The name of the limited liability company is EJ Mortgage, L.L.C.
ARTICLE II
The purposes for which the limited liability company is organized
are the transaction of any lawful business for which a limited liability
company may be organized under the Missouri Limited Liability Company Act.
ARTICLE III
The address of the limited liability company's registered agent
in Missouri is 12555 Manchester Road, St. Louis, Missouri 63131-3729, and the
registered agent in charge thereof at such address is Lawrence R. Sobol.
ARTICLE IV
The management of the limited liability company is vested in its
members.
ARTICLE V
The latest date on which the limited liability company shall
dissolve is December 31, 2050.
ARTICLE VI
The name and address of the organizer is Connie B. Walsh, 211 N.
Broadway, Suite 3600, St. Louis, Missouri 63102.
ARTICLE VII
For tax purposes, the limited liability company will be operating
as a partnership.
IN AFFIRMATION THEREOF, the undersigned, does hereby declare
that the facts herein stated are true, and accordingly has signed these
Articles this 30th day of September, 1997.
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Connie B. Walsh, Organizer
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OPERATING AGREEMENT
OF
EJ MORTGAGE, L.L.C.
THIS OPERATING AGREEMENT is made and entered into as of the 30th
day of September, 1997, by Edward D. Jones & Co., L.P. a Missouri limited
partnership, the sole Member.
1. The Member has caused EJ Mortgage, L.L.C. (the "Company") to
be formed on September 30, 1997, as a limited liability company under the
Missouri Limited Liability Company Act and, as required thereunder, do hereby
adopt this Operating Agreement as the operating agreement of the Company.
2. The vote, action, decision or consent of the sole Member
shall constitute a valid decision of the Member and the Company.
3. The decisions and actions of the Member shall be carried out
by the individuals (the "Individuals") granted authority to act on behalf of
the sole Member, pursuant to Resolutions adopted, from time to time, by the
Member.
4. The latest date certain on which the Company is to dissolve
is December 31, 2050.
5. The Member's initial capital contribution to the capital of
the Company for its interest in the Company shall be $200,000 and hereafter
shall be reflected on the books and records of the Company.
6. (a) The Individuals and the Member and its respective
partners, affiliates, stockholders, members, managers, directors, officers,
employees, agents and representatives (individually, an "Indemnitee") shall
be indemnified and held harmless by the Company from and against any and all
losses, claims, damages, liabilities, expenses (including legal fees and
expenses), judgments, fines, settlements and other amounts arising from any
and all claims, demands, actions, suits or proceedings, civil, criminal,
administrative or investigative, in which the Indemnitee may be involved, or
threatened to be involved, as a party or otherwise by reason of such
Indemnitee's status as an Individual or a Member, an affiliate of a Member
or a partner, stockholder, member, manager, director, officer, employee,
agent or representative thereof, which relates to or arises out of the
Company, its assets, business or affairs, if in each of the foregoing cases
(i) the Indemnitee acted in good faith and in a manner such Indemnitee
believed to be in, or not opposed to, the best interests of the Company, and,
with respect to any criminal proceeding, had no reasonable cause to believe
such Indemnitee's conduct was unlawful, and (ii) the Indemnitee's conduct did
not constitute gross negligence or willful or wanton misconduct. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or
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upon a plea of nolo contendere, or its equivalent, shall not, of itself, create
a presumption that the Indemnitee acted in a manner contrary to that specified
in (i) or (ii) above. Any indemnification pursuant to this provision shall be
made only out of the assets of the Company and the Member shall not have any
personal liability on account thereof.
(b) Expenses (including reasonable legal fees) incurred by an
Indemnitee in defending any claim, demand, action, suit or proceeding
described in the foregoing SECTION 6(A) may, from time to time, be advanced
by the Company prior to the final disposition of such claim, demand, action,
suit or proceeding, in the discretion of the Member, upon receipt by the
Company of an undertaking by or on behalf of the Indemnitee to repay such
amount if it shall be determined that the Indemnitee is not entitled to be
indemnified as authorized in this SECTION 6.
(c) The indemnification and advancement of expenses set forth
in this SECTION 6 Shall not be exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any
statute, the Company's articles of organization, this Agreement, any other
agreement, a vote of Member, a policy of insurance or otherwise, and shall
not limit in any way any right which the Company may have to make additional
indemnifications with respect to the same or different persons or classes of
persons, as determined by the Member. The indemnification and advancement of
expenses set forth in this SECTION 6 shall continue as to a person or
entity who has ceased to be Member and shall inure to the benefit of the
heirs, executors, administrators, successors and assigns of such a person or
entity.
(d) The Company may purchase and maintain insurance on behalf of
the Member against any liability asserted against it and incurred by it in
such capacity, or arising out of its status as a Member, whether or not the
Company would have the power to indemnify it against such liability under
this SECTION 6.
7. Pursuant to existing law, the Company will be disregarded for
federal and state income tax purposes. The admission of one or more
additional Members, however, will cause the Company to be recognized for tax
purposes, and to be taxed, as a partnership.
IN WITNESS WHEREOF, the Member has caused this Operating
Agreement to be duly executed as of the date first written above.
SOLE MEMBER
EDWARD D. JONES & CO., L. P., a Missouri
limited partnership
By: EDJ Holdings Company, Inc.
By:
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President
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