Exhibit 3.87
OPERATING AGREEMENT
OF
NAPLES LAKES COUNTRY CLUB, L.L.C.
A Florida Limited Liability Company
Adopted as of November 22, 1999
TABLE OF CONTENTS
Page
ARTICLE I ORGANIZATION.........................................................1
1.1 FORMATION...............................................................1
1.2 ARTICLES OF ORGANIZATION................................................1
1.3 NAME....................................................................1
1.4 TERM....................................................................1
1.5 PRINCIPAL OFFICE........................................................1
1.6 MEMBER..................................................................1
ARTICLE II PURPOSE AND BUSINESS OF THE COMPANY.................................2
2.1 PURPOSE.................................................................2
2.2 AUTHORITY OF THE COMPANY ...............................................2
ARTICLE III CONTRIBUTIONS TO CAPITAL AND CAPITAL ACCOUNTS .....................2
3.1 INITIAL CONTRIBUTIONS ..................................................2
3.2 ADDITIONAL CAPITAL CONTRIBUTIONS .......................................2
3.3 CAPITAL ACCOUNTS .......................................................2
3.4 LOANS...................................................................2
ARTICLE IV PROFIT, LOSS, AND DISTRIBUTIONS.....................................2
4.1 DETERMINATION OF PROFIT OR LOSS ........................................2
4.2 COSTS AND EXPENSES .....................................................3
4.3 ALLOCATION .............................................................3
4.4 DISTRIBUTABLE AMOUNTS ..................................................3
4.5 LIQUIDATING DISTRIBUTIONS ..............................................3
ARTICLE V DURATION, LIQUIDATION, AND TERMINATION ..............................3
5.1 DURATION OF COMPANY ....................................................3
5.2 LIQUIDATION ............................................................3
5.3 ARTICLES OF DISSOLUTION ................................................3
ARTICLE VI MANAGEMENT AND INDEMNIFICATION .....................................4
6.1 MANAGEMENT AND CONTROL .................................................4
6.2 CERTAIN LIMITATIONS . ..................................................4
6.3 PERSONAL SERVICES ......................................................5
6.4 LIABILITY AND INDEMNIFICATION ..........................................5
ARTICLE VII TRANSFER OF INTEREST AND ADDITIONAL MEMBERS .......................5
7.1 TRANSFERS ..............................................................5
7.2 RIGHTS OF ASSIGNEE .....................................................5
7.3 ADDITIONAL MEMBERS .....................................................5
ARTICLE VIII BOOKS, RECORDS, ACCOUNTING, AND TAX ELECTIONS ....................5
8.1 BOOKS AND RECORDS ......................................................5
8.2 CUSTODY OF FUNDS .......................................................6
8.3 ACCOUNTANTS ............................................................6
8.4 FISCAL YEAR ............................................................6
8.5 ANNUAL REPORT ..........................................................6
ARTICLE IX DEFINITIONS.........................................................6
9.1 "ACT"...................................................................6
9.2 "AGREEMENT".............................................................6
9.3 "CODE"..................................................................6
9.4 "COMPANY"...............................................................6
9.5 "MANAGER"...............................................................6
9.6 "MEMBER"................................................................6
9.7 "MEMBERSHIP INTEREST"...................................................6
9.8 "MEMBERSHIP RIGHTS".....................................................6
9.9 "PERSON"................................................................7
ARTICLE X GENERAL PROVISIONS ..................................................7
10.1 CAPTIONS................................................................7
10.2 VARIATIONS OF PRONOUNS .................................................7
10.3 CONSTRUCTION ...........................................................7
10.4 SEVERABILITY ...........................................................7
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OPERATING AGREEMENT
OF
NAPLES LAKES COUNTRY CLUB, L.L.C.
THIS OPERATING AGREEMENT (the "Agreement") is entered into by and
between TBI/NAPLES LIMITED PARTNERSHIP, a Florida limited partnership
(hereinafter referred to as the "Member"), RALPH REINERT (hereinafter referred
to as the Manager) and NAPLES LAKES COUNTRY CLUB, L.L.C., a Florida limited
liability company (hereinafter referred to as the "Company").
ARTICLE I
ORGANIZATION
1.1 FORMATION. The undersigned Member hereby forms the Company pursuant
to the provisions of Chapter 608, Florida Statutes (the "Florida Limited
Liability Company Act" or "Act"), and any successor statute, as amended from
time to time.
1.2 ARTICLES OF ORGANIZATION. The Member has caused Articles of
Organization to be prepared, executed, and filed with the Florida Secretary of
State for the formation of the Company. Any and all amendments to the Articles
required by law to be filed and recorded hereafter for any reason shall be filed
by the Company in such office or offices as are required under the laws of the
State of Florida or elsewhere. The Company shall do all other acts and things
that may now or hereafter be required for the perfection and continuation of the
Company as a limited liability company under the laws of the State of Florida or
necessary in order to protect the limited liability of the Member under the laws
of the State of Florida or elsewhere.
1.3 NAME. The name of the Company is NAPLES LAKES COUNTRY CLUB, L.L.C.
All Company business must be conducted in such name or other names that comply
with applicable law as the Member may, in its sole discretion, select from time
to time. If the Company does business under a name other than that set forth in
its Articles of Organization, then the Company shall file a fictitious name
registration as required by law.
1.4 TERM. The term of the Company commenced on the filing of the
Articles of Organization with the Florida Secretary of State and shall continue
until terminated in accordance with the provisions of this Agreement or by
operation of law.
1.5 PRINCIPAL OFFICE. The principal office of the Company shall be
maintained at 28341 S. Tamiami Trail, Suite D, Bonita Springs, FL 34134, or at
such other place which the Member, in its sole discretion, determines.
1.6 MEMBER. The name of the sole Member of the Company is TBI/NAPLES
LIMITED PARTNERSHIP. The present mailing address of the sole Member of the
Company is 28341 S. Tamiami Trail, Suite D, Bonita Springs, FL 34134. The Member
shall own 100% of the Membership Rights in the Company, including 100% of the
Membership Interests.
ARTICLE II
PURPOSE AND BUSINESS OF THE COMPANY
2.1 PURPOSE. The purpose of the Company is to own and operate a
golf course and country club. The Company may also engage in any or all lawful
business for which limited liability companies may be organized under the Act.
2.2 AUTHORITY OF THE COMPANY. This Company shall have the powers
and authority to do all things necessary to carry out its business and affairs
as authorized by the Act.
ARTICLE III
CONTRIBUTIONS TO CAPITAL
AND CAPITAL ACCOUNTS
3.1 INITIAL CONTRIBUTIONS. Upon the execution of this Agreement, the
Member shall contribute to the Company the cash and property (other than cash)
set forth on Schedule "A".
3.2 ADDITIONAL CAPITAL CONTRIBUTIONS. The Member shall not be required
to contribute any additional capital to the Company, and except as set forth in
the Act, no Member shall have any personal liability for any obligations of the
Company.
3.3 CAPITAL ACCOUNTS. A capital account shall be maintained by the
Company for the Member.
3.4 LOANS.
(a) Loan Terms. The Member may, at any time, make or cause a
loan to be made to the Company in any amount and on those terms upon
which the Company and the Member agree. Such funds shall represent a
debt, payable on demand, unless otherwise specifically provided, from
the Company to the Member making the loan.
(b) Repayment of Loans. Distributions of cash to the Member in
repayment of loans made by the Member shall be made pursuant to the
terms of such loans, but all distributions shall be subject to
maintaining the Company in a sound financial condition, including the
establishment of reserves reasonably required in the judgment of the
Manager for the proper operation of the business of the Company.
ARTICLE IV
PROFIT, LOSS, AND DISTRIBUTIONS
4.1 DETERMINATION OF PROFIT OR LOSS. The items of income, gains,
expenses, deductions, losses and credits generated by the Company for federal
income tax purposes shall be determined in accordance with a generally accepted
method of accounting as soon as practicable after the close of the fiscal year
of the Company.
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4.2 COSTS AND EXPENSES. The Company shall pay all expenses of the
Company (which expenses shall be billed directly to the Company) which may
include but are not limited to: (i) legal, audit, accounting and other fees;
(ii) expenses and taxes incurred in connection with the issuance, distribution
and transfer of documents evidencing ownership of an interest in the Company or
in connection with the business of the Company; (iii) expenses of organizing,
revising, amending, converting, modifying or terminating the Company; (iv)
expenses in connection with distributions made by the Company to, and
communications and bookkeeping work necessary in maintaining relations with, the
Members; and (v) costs of any accounting, statistical or bookkeeping equipment
necessary for the maintenance of the books and records of the Company.
4.3 ALLOCATION. The net profits, net gains and net losses generated by
the Company, for each taxable year of the Company, shall be allocated to the
Member.
4.4 DISTRIBUTABLE AMOUNTS. The Company may make distribution of any
amount in excess of its reasonable operating requirements as determined by the
Manager. Notwithstanding the foregoing, no distribution shall be made unless
after the distribution the Company retains assets sufficient to pay all its
debts as they become due and such distribution, if made, would not cause the
Company to otherwise become insolvent.
4.5 LIQUIDATING DISTRIBUTIONS. In the event of liquidation of the
Company, the assets of the Company shall be distributed in accordance with
Section 5:? hereinafter.
ARTICLE V
DURATION, LIQUIDATION, AND TERMINATION
5.1 DURATION OF COMPANY. The Company shall continue in existence until
the Member, in its sole discretion, determines to dissolve the Company.
5.2 LIQUIDATION. In the event of dissolution of the Company, the
Manager shall wind up the affairs of the Company and shall distribute the assets
of the Company in the following order of priority:
(a) To creditors, including any Member who is a creditor, to
the extent permitted by law in satisfaction of the Company's debts and
liabilities whether by payment or establishment of reserves, other than
liabilities for distributions to the Member under Sections 608.426 or
608.427 of the Act; then
(b) The remainder, if any, to the Member or to its successors
or assigns.
5.3 ARTICLES OF DISSOLUTION. In the event the Company is dissolved,
Articles of Dissolution shall be promptly filed with the Florida Secretary of
State. If there are no remaining Members, the Articles of Dissolution shall be
filed by the last Person to be a Member; if there are no remaining Members or a
Person who last was a Member, the Articles shall be filed by the legal or
personal representative of the Person who last was a Member.
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ARTICLE VI
MANAGEMENT AND INDEMNIFICATION
6.1 MANAGEMENT AND CONTROL. The management and control of the Company
shall be vested in the Manager. Except as otherwise provided in this Agreement,
the Manager may be appointed, removed or replaced by the Member at any time.
Except as otherwise provided in this Agreement or by law, the Manager shall have
full and exclusive authority in the management and control of the Company, and
shall have all the rights and powers which are otherwise conferred by law or are
necessary or advisable for the discharge of its duties and the management of the
business and affairs of the Company.
6.2 CERTAIN LIMITATIONS. Notwithstanding the generality of the
foregoing, and in addition to other acts expressly prohibited by this Agreement
or by law, the Manager, without the prior written consent or approval of the
Member, may not cause the Company to do any of the following:
(a) amend or restate the Articles of Organization or this
Agreement;
(b) sell, lease, exchange or otherwise dispose of all or
substantially all the Company's property and assets;
(c) be a party to (i) a merger, (ii) interest exchange or
(iii) other transaction effecting the ownership or structure of the
Company;
(d) incur any indebtedness (i) in any one transaction or
series of transaction in excess of $10,000 or (ii) that requires the
guarantee thereof by the Member;
(e) assign, mortgage, pledge or otherwise encumber in any
fiscal year in any one transaction or series of similar transactions
any assets having a value of more than $10,000;
(f) sell or otherwise dispose of or acquire in any one
transaction or series of similar transactions any property or services
having a value in excess of $10,000;
(g) conduct business, or qualify to conduct business, in any
jurisdiction other than Florida;
(h) adopt or amend any business plan or budget for the Company
or deviate in any material way from any such business plan or budget
then in effect; or
(i) approve the issuance of additional Membership Interests or
the admission of a Substituted Member.
(j) do any act in contravention of this Agreement;
(k) do any act which would make it impossible to carry on the
ordinary business of the Company, except as expressly provided in this
Agreement;
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(l) confess a judgment against the Company; .
(m) execute or deliver any general assignment for the benefit
of the creditors of the Company;
(n) assign rights in specific Company property for other than
a Company purpose; and
(o) knowingly or willingly do any act (except an act expressly
required by this Agreement) which would cause the Company to become an
association taxable as a corporation.
6.3 PERSONAL SERVICES. The Member shall not be required to perform
services for the Company solely by virtue of being a Member.
6.4 LIABILITY AND INDEMNIFICATION. Neither the Member nor the Manager
shall be liable, responsible, or accountable, in damages or otherwise, to the
Company for any act performed by it with respect to Company matters, except for
fraud. The Company shall indemnify the Manager and Member to the fullest extent
allowed by law for any act performed by the Manager or Member with respect to
Company matters, except for fraud. The Company may maintain insurance, at its
expense, to protect itself, the Manager and the Member against all fines,
liabilities, costs and expenses, including attorneys' fees, whether or-not the
Company would have the legal power to indemnify the Manager or Member directly
against such liability.
ARTICLE VII
TRANSFER OF INTEREST AND ADDITIONAL MEMBERS
7.1 TRANSFERS. The Member may transfer all, or any portion of, its
Membership Interest or its other Membership Rights to one or more successors.
For purposes of this Article VII, the term "transfer" shall mean to voluntarily
sell, hypothecate, pledge, assign, or otherwise transfer.
7.2 RIGHTS OF ASSIGNEE. In the event of any transfer of all or any part
of the Member's Membership Interest to a successor, the successor shall
thereupon become a Member and the Company shall continue in existence.
7.3 ADDITIONAL MEMBERS. The Member may, in its sole discretion,
determine to admit additional Members.
ARTICLE VIII
BOOKS, RECORDS, ACCOUNTING, AND TAX ELECTIONS
8.1 BOOKS AND RECORDS. Unless the Member, in its sole discretion,
determines otherwise, the books and records of the Company, if any, shall be
maintained on a cash basis in accordance with generally accepted accounting
principles, consistently applied. These and all other records of the Company
required to be kept pursuant to Section 608.4101 of the Act, shall be kept at
the registered office of the Company.
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8.2 CUSTODY OF FUNDS.
(a) The Manager shall have fiduciary responsibility for the
safekeeping and use of all funds and assets of the Company, whether or
not in the immediate possession or control of the Manager. The funds of
the Company shall not be commingled with the funds of any other Person
and the. Manager shall not employ, or permit any other Person to
employ, such funds in any manner except for the benefit of the Company.
(b) All funds of the Company not otherwise invested shall be
deposited in one or more accounts maintained in such banking
institutions as the Manager shall determine, and withdrawals shall be
made only in the regular course of Company business.
8.3 ACCOUNTANTS. The accountants for the Company shall be such
certified public accountants as shall be selected by the Manager. The
accountants shall certify, in accordance with generally accepted accounting
principles, the financial statements of the Company.
8.4 FISCAL YEAR. The fiscal year of the Company shall be the calendar
year.
8.5 ANNUAL REPORT. The Company shall file an annual report with the
Florida Secretary of State each year in the form provided by the Secretary of
State.
ARTICLE IX
DEFINITIONS
9.1 "Act" means the Florida Limited Liability Company Act, as amended
from time to time.
9.2 "Agreement" means this Operating Agreement, as amended, modified,
or supplemented from time to time.
9.3 "Code" means the Internal Revenue Code of 1986, as amended, or any
corresponding provision of any succeeding law.
9.4 "Company" means the limited liability company organized in
accordance with this Agreement.
9.5 "Manager" means the Person signing this Agreement as the Manager
and any Person who is subsequently appointed by the Member as a Manager.
9.6 "Member" means the Person signing this Agreement as the Member and
any Person who subsequently is admitted as a member of the Company.
9.7 "Membership Interest" means a Person's share of the profits and
losses of, and the right to receive distributions from, the Company.
9.8 "Membership Rights" means all of the rights of a Member in the
Company, including a Member's: (i) Membership Interest; (ii) right to inspect
the Company's books and records; and (iii) right to approve or disapprove
matters coming before the Company as provided in this Agreement.
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9.9 "Person" means and includes an individual, corporation,
partnership, association, limited liability company, trust, estate, or other
entity.
ARTICLE X
GENERAL PROVISIONS
10.1 CAPTIONS. Section titles or captions contained in this Agreement
are inserted only as a matter of convenience and for reference and in no way
define, limit, extend or describe the scope of this Agreement, or the intent of
any provision hereof.
10.2 VARIATIONS OF PRONOUNS. All pronouns and any variations thereof
shall be deemed to refer to the masculine, feminine, neuter, singular or plural
as the identity of the Person may in the context require.
10.3 CONSTRUCTION. This Agreement shall be interpreted in accordance
with the laws of the State of Florida.
10.4 SEVERABILITY. Every .provision of this Agreement is intended to be
severable. If any term or provision is illegal or invalid for any. reason, such
illegality or invalidity will not affect the validity of the remainder of this
Agreement.
IN WITNESS WHEREOF, the Member, the Manager and the Company have
executed this Agreement, effective as of the 22nd day of November, 1999.
WITNESSES: MEMBER:
TBI/NAPLES LIMITED PARTNERSHIP, a
Florida Limited Partnership
By: TOLL FL GP CORP., a Florida
corporation, its General Partner
Barbara Lampe By: Edward D. Weber
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Print Name: Barbara Lampe Name: Edward D. Weber
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Its: Vice President
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Edna E. Ganley
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Print Name: Edna E. Ganley MANAGER:
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Art Friedman Ralph Reinert
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Print Name: Art Freidman Ralph Reinert
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Pat Garelick
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Print Name: Pat Garelick COMPANY:
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NAPLES LAKES COUNTRY CLUB,
L.L.C., a Florida limited liability Company
By: TBI/NAPLES LIMITED
PARTNERSHIP, a Florida limited
partnership, its Sole Member
By: TOLL FL GP CORP., a Florida
corporation, its General Partner
By: Edward D. Weber
--------------------------
Name: Edward D. Weber
------------------------
Its: Vice President
-------------------------
Barbara Lampe
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Print Name: Barbara Lampe
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Edna E. Ganley
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Print Name: Edna E. Ganley
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