Exhibit 3.1(q)
(STAMP)
ARTICLES OF ORGANIZATION
OF
ASHTON HOUSTON DEVELOPMENT 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 Texas Limited Liability Company Act ("Act"):
ARTICLE ONE
Name
The name of the limited liability company referred to in these Articles as
the "Company," is ASHTON HOUSTON DEVELOPMENT L.L.C.
ARTICLE TWO
Duration
The period of duration of the Company is until the close of business on
June 1, 2026, 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
Principal Place of Business in Texas
The address of the Company's principal place of business in Texas is:
8313 Southwest Freeway, Suite 101
Houston, Texas 77074
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 8313 Southwest Freeway, Suite 101
Houston, Texas 77074
Harry Rosenbaum 8313 Southwest Freeway, Suite 101
Houston, Texas 77074
Seymour Joffe 8313 Southwest Freeway, Suite 101
Houston, Texas 77074
ARTICLE SIX
Registered Office and Registered Agent
The post office address of the Company's initial registered office is:
12801 N. Central Expressway, Suite 370
Dallas, Texas 75243
The name of the Company's initial registered agent in Texas at such address
is:
Timothy D. Hagen
ARTICLE SEVEN
Non-Unanimous Consents
Any action required by the Act or the Texas Business Corporation 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
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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.
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 Ten 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 Texas 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
May 14, 1996, by the undersigned.
SOLE ORGANIZER
/s/ Timothy D. Hagen
----------------------------------------
Timothy D. Hagen
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