EXHIBIT 3.10
AMENDED AND RESTATED ARTICLES OF ORGANIZATION
FIRST: The name of said limited liability company shall be:
Arbors at Sylvania Realty OH, LLC.
SECOND: This limited liability company shall exist for a
period of unlimited/perpetual.
THIRD: The address to which interested persons may direct
requests for copies of any operating agreement and any bylaws of this limited
liability company is: 111 West Michigan Street, Milwaukee, Wisconsin, 53203.
FOURTH: None.
FIFTH:
1. The LLC shall be a "sole asset entity" as required by the
Secretary of Housing and Urban Development, whose sole asset shall be Arbors
Sylvania located at 7120 Port Sylvania Drive, Toledo, Lucas County, Ohio
("Project").
2. The LLC shall not be voluntarily dissolved prior to
December 31, 2040.
3. Notwithstanding anything else to the contrary stated in the
Articles of Organization, the LLC shall not indemnify any member except where
applicable state law requires such indemnification.
Notwithstanding any other provision in the Articles of
Organization to the contrary, as long as the Secretary of the Department of
Housing and Urban Development ("Secretary") or the Secretary's successors or
assigns is the insurer or holder of the note secured by the mortgage on the
Project.
AMENDMENTS. No amendment to the Articles of Organization that
result in any of the following will have any force or effect without the prior
written consent of the Secretary:
(a) Any amendment that modifies the term of the LLC;
(b) Any amendment that activates the requirement that a
HUD previous participation certification be obtained
from any additional Member;
(c) Any amendment that in any way affects the note,
mortgage, or security agreement on the Project or the
Regulatory Agreement between HUD and the LLC (the
"Regulatory Agreement");
(d) Any amendment that would authorize any Member other
than the sole member or managing member to bind the
LLC for all matters concerning the Project with
required HUD's consent or approval;
(e) A change in the members of the LLC;
(f) Any change in the guarantor(s) of any obligation to
the Secretary; or
(g) Any amendment to these Articles of Organization.
AUTHORITY OF LLC. The LLC is authorized to execute a note,
mortgage and security agreement in order to secure a loan to be insured by the
Secretary and to execute the Regulatory Agreement and other documents required
in connection with the HUD-insured loan.
NEW MEMBERS. No person shall become a Member with at least a
25% financial interest unless s/he meet the applicable requirements for HUD
previous participation clearance. A Member may neither be added or substituted
without the prior written approval of the Secretary. Any incoming Member shall,
as a condition of receiving an interest in the LCC, agree to be bound by the
note, mortgage, security agreement, the Regulatory Agreement and any other
documents required in connection with the HUD-insured loan to the same extent
and on the same terms as the other Members.
TRANSFERS UPON DISSOLUTION. Notwithstanding any other
provisions of these Articles of Organization, upon any dissolution, no title, or
right to possession and control of the Project, and no right to collect the
rents from the Project, shall pass to any Person who is not bound by the
Regulatory Agreement in a manner satisfactory to the Secretary.
CONFLICTS WITH NOTE OR REGULATORY AGREEMENT. Notwithstanding
any other provisions of the Articles of Organization, in the event that any
provision of this Article of Organization conflicts with the Regulatory
Agreement, the provision of the Regulatory Agreement shall control.
NO VOLUNTARY DISASSOCIATION. So long as the Secretary's
successors or assigns is the insurer or holder of the note on the Project, the
LLC may not voluntarily be dissolved or disassociated or changed to another type
of entity without the prior written approval of the Secretary, and any Member
may not be voluntarily changed to a limited liability company or partnership.
PERSONAL LIABILITY. The Member(s), and any assignee of a
Member, agree to be liable in their individual capacities to HUD with respect to
the following matters:
(a) For funds or property of the Project coming into
their hands, which by the provisions of the
Regulatory Agreement, they are not entitled to
retain; and
(b) For their own acts and deeds, or acts and deeds of
others which they have authorized, in violation of
the provisions of the Regulatory Agreement.
(c) For their acts which violate statutes governing the
conduct of owners of multifamily projects with
FHA-insured mortgages.
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LLC REPRESENTATIVES. Each Member is authorized to represent
and bind the LLC with respect to all matters concerning the Project which
require the consent or approval of the Secretary. The signature of any one
Member shall bind the LLC in all such matters. If the LLC representatives under
this article XIII are changed at any time, the LLC shall provide the Secretary
with written notification of the name, address and telephone number of the new
representative(s) within three (3) business days of such change.
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