Exhibit 3.1(t)
(STAMP)
ARTICLES OF ORGANIZATION
OF
ASHTON BURDEN, LLC
ARTICLE ONE
Name and Address
The name of the limited liability company referred to in these Articles as
the "Company," is Ashton Burden, LLC, having a street and mailing address of
341 N. Maitland Avenue, Suite 100, Maitland, Florida 32751.
ARTICLE TWO
Duration
The period of duration of the Company is until the close of business on
February 1, 2037, 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. 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:
(STAMP)
Name Address
- ---- -------
Bruce Freeman 3751 Victoria Park Avenue
Toronto, Ontario M1W 3Z4 Canada
Harry Rosenbaum 3751 Victoria Park Avenue
Toronto, Ontario M1W 3Z4 Canada
Seymour Joffe 3751 Victoria Park Avenue
Toronto, Ontario M1W 3Z4 Canada
ARTICLE SIX
Registered Office and Registered Agent
The street address and mailing address of the Company's initial registered
Office is:
255 S. Orange Avenue, 17th Floor
Orlando, Florida 32801
The name of the Company's initial registered agent in Florida at such
address is:
American Information Services, Inc.
ARTICLE SEVEN
Non-Unanimous Consents
Any action required by 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 takes 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.
ARTICLE EIGHT
No Preemptive Rights
No member shall have a preemptive right to acquire any membership interests
of securities of any class, that may at any time be issued, sold or offered for
sale by the Company.
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(STAMP)
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 Florida hereafter
enacted that further limits the liability of a manager or of a director of a
corporation.
ARTICLE ELEVEN
Organizer
The name and address of the organizer of the Company is:
Name Address
- ---- -------
Robert M. Poppell 255 S. Orange Avenue, 17th Floor
Orlando, Florida 32801
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(STAMP)
IN WITNESS WHEREOF, these Articles of Organization have been executed on
June 9, 2004, by the undersigned.
SOLE ORGANIZER
/s/ Robert M. Poppell
----------------------------------------
Robert M. Poppell
STATE OF FLORIDA Section
Section
COUNTY OF ORANGE Section
This instrument was acknowledged before me on June 9, 2004, by Robert M.
Poppell, as organizer of ASHTON BURDEN, LLC, who is personally known to me
/s/ Christina M. Lee
----------------------------------------
Notary Public, State of Florida
Christina M. Lee
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(Typed Name of Notary)
My Commission Expires:
(SEAL)
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