Exhibit 3.1(j)
(LOGO) DEAN HELLER
Secretary of State
206 North Carson Street
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz
Articles Of Organization
Limited-Liability Company
(PURSUANT TO NRS 86)
(STAMP)
Important: Read attached instructions before ABOVE SPACE IS FOR OFFICE USE
completing form. ONLY
1. NAME OF LIMITED-
LIABILITY COMPANY ASHTON DENVER RESIDENTIAL, LLC
2. RESIDENT AGENT The Corporation Trust Company of Nevada
NAME AND STREET Name
ADDRESS:
(must be a Nevada 6100 Neil Road, Suite 500 Reno NEVADA 89511
address where Physical Street Address City Zip Code
process may be
served) _______________________________ _______ _______ ________
Additional Mailing Address City State Zip Code
3. DISSOLUTION DATE: Latest date upon which the company is to
(OPTIONAL - see dissolve (If existence is not perpetual): ____________________
instructions)
4. MANAGEMENT Company shall be managed by 3 [X] Manager(s) OR [ ] Members
(check one)
5. NAMES ADDRESSES, Bruce Freeman
OF MANAGER(S) OR Name CANADA
MEMBERS:
(attach 3751 Victoria Park Avenue Toronto Ontario M1W 3Z4
additional pages Address City State Zip Code
as necessary)
Harry Rosenbaum
Name CANADA
3751 Victoria Park Avenue Toronto Ontario M1W 3Z4
Address City State Zip Code
Seymour Joffe
Name CANADA
3751 Victoria Park Avenue Toronto Ontario M1W 3Z4
Address City State Zip Code
6. NAMES, ADDRESSES Tim Hagen
AND SIGNATURES OF Name
ORGANIZERS
(if more than one
organizer attach /s/ Tim Hagen
additional page) ----------------------------
Signature
14643 Dallas Parkway, Suite 570 Dallas Texas 75254
Address City State Zip Code
7. CERTIFICATE OF I hereby accept appointment as Resident Agent for the above
ACCEPTANCE OF named limited-liability company.
APPOINTMENT OF
RESIDENT AGENT:
/s/
-------------------------------
Authorized Signature of R.A. or Date 11/17/04
On Behalf of R.A. Company
This form must be accompanied by appropriate fees. See attached fee schedule.
PAGE TWO (2) TO
ARTICLES OF ORGANIZATION OF
ASHTON DENVER RESIDENTIAL, LLC (THE "COMPANY")
8. PURPOSE: The purpose for which the Company is organized is to transact any
or all lawful business for which limited liability companies may be
organized under the Act.
9. RIGHT TO CONTINUE BUSINESS: The remaining members of the Company have the
right to continue the business of the Company on the death, retirement,
resignation, expulsion, bankruptcy or dissolution of a member or the
occurrence of any other event which terminates the continued membership of
a member of the Company.
10. NON-UNANIMOUS CONSENTS: Any action required by the Act to be taken at any
annual or special meeting of members, or any action which may be taken at
any annual or special meeting of members, may be taken without a meeting,
without prior notice, and without a vote, if a consent or consents in
writing, setting forth the action so taken, shall be signed by the holder
or holders of membership interests having not less than the minimum number
of votes that would be necessary to take such action at a meeting at which
the holders of all membership interests entitled to vote on the action were
present and voted. Prompt notice of the taking of any action by the members
without a meeting by less than unanimous written consent shall be given to
those members who did not consent in writing to the action.
11. NO PREEMPTIVE RIGHTS: No member shall have a preemptive right to acquire
any membership interests or securities of any class that may at any time be
issued, sold or offered for sale by the Company.
12. NO CUMULATIVE VOTING: The right of members to cumulative voting in the
election of managers is expressly prohibited.
13. MANAGER LIABILITY: A manager of the Company shall not be liable to the
Company or its members for monetary damages for an act or omission in the
manager's capacity as a manager, except that this Article does not
eliminate or limit the liability of a manager to the extent the manager is
found liable for (i) a breach of the manager's duty of loyalty to the
Company or its members; (ii) an act or omission not in good faith that
constitutes a breach of duty of the manager of the Company or an act or
omission that involves intentional misconduct or a knowing violation of the
law; (iii) a transaction from which the manager received an improper
benefit, whether or not the benefit resulted from an action taken within
the scope of the manager's office; or (iv) an act or omission for which the
liability of a manager is expressly provided by an applicable statute. Any
repeal or amendment of this Article by the members of the Company shall be
prospective only and shall not adversely affect any limitation on the
liability of a manager of the Company existing at the time of such repeal
or amendment. In addition to the circumstances in which the manager of the
Company is not liable as set forth in the preceding sentences, the manager
shall not be liable to the fullest extent permitted by any provision of the
statutes of Nevada hereafter enacted that further limits the liability of a
manager or of a director of a corporation.