Exhibit 3.1(m)
(STAMP)
ARTICLES OF ORGANIZATION
OF
ASHTON WOODS LAKESIDE L.L.C.
The undersigned, a natural person of the age of 18 years or older, acting
as the sole organizer, adopts the following Articles of Organization for a
limited liability company under the NRS 86 ("Act"):
ARTICLE ONE
Name
The name of the limited liability company referred to in these Articles as
the "Company," is ASHTON WOODS LAKESIDE L.L.C.
ARTICLE TWO
Duration
The period of duration of the Company is until the close of business on
November 1, 2038, unless earlier dissolved in accordance with the regulations of
the Company as adopted and amended from time to time ("Regulations") or the Act.
ARTICLE THREE
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.
ARTICLE FOUR
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.
ARTICLE FIVE
Managers
The Company is to be managed by one or more managers, as that term is used
in the Act. The number, and the classes and qualifications of, Managers shall be
fixed from time to time by or in accordance with the Regulations. The number of
initial managers of the Company is three (3). The initial managers shall serve
until the first annual meeting of members of the Company or until any such
manager's successor is duly elected. The initial managers are:
Name: Address:
- ----- --------
Bruce Freeman 250 Lesmill Road
Don Mills, Ontario M3B 2T5 Canada
Harry Rosenbaum 250 Lesmill Road
Don Mills, Ontario M3B 2T5 Canada
Seymour Joffe 250 Lesmill Road
Don Mills, Ontario M3B 2T5 Canada
ARTICLE SIX
Registered Office and Registered Agent
The street address and mailing address of the Company's initial registered
office is:
One East First Street
Reno, Washoe County, Nevada 89501
The name of the Company's initial registered agent in Nevada at such
address is:
The Corporation Trust Company of Nevada
ARTICLE SEVEN
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
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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 the
members who did not consent in writing to the action.
ARTICLE EIGHT
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.
ARTICLE NINE
No Cumulative Voting
The right of members to cumulative voting in the election of managers is
expressly prohibited.
ARTICLE TEN
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.
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ARTICLE ELEVEN
Organizer
The name and address of the organizer of the Company is:
Name: Address:
- ----- --------
Timothy D. Hagen 12801 North Central Expressway, Suite 370
Dallas, Texas 75243
IN WITNESS WHEREOF, these Articles of Organization have been executed on
October 7, 1998, by the undersigned.
SOLE ORGANIZER
/s/ Timothy D. Hagen
----------------------------------------
Timothy D. Hagen
STATE OF TEXAS Section
Section
COUNTY OF DALLAS Section
This instrument was acknowledged before me on October 7th 1998, by
TIMOTHY D. HAGEN, as organizer of ASHTON WOODS LAKESIDE L.L.C.
/s/ Cherie L. Watson
----------------------------------------
Notary Public, State of Texas
My Commission Expires:
July 9, 2000
Cherie L. Watson
(Typed Name of Notary)
(SEAL)
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