FOX MCKEITHEN
Secretary of State
ARTICLES OF ORGANIZATION OF Received & Filed
The Biltmore Group, L.L.C. DATE July 13 1998
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The Biltmore Group, L.L.C., a Louisiana Limited Liability Company, organized
under Louisiana's Limited Liability Law, as contained in La. R.S. 12:1301,
et seq., appearing herein through its undersigned members, who constitute
all of the members of the Limited Liability Company, and who are authorized
to act herein by the written unanimous consent of all members, attached
hereto, does hereby certify that:
FIRST: The date the Limited Liability Company came into existence is
July 8, 1998.
Second: By unanimous written consent of all members of the Limited
Liability Company, which written unanimous consent was given on July 8, 1988
the members of the Limited Liability Company authorized these Articles of
Organization.
THIRD:The Articles of Organization of the Limited Liability Company
are as follows:
I. NAME - The name of the Limited Liability Company shall be The
Biltmore Group, L.L.C., sometimes hereinafter called "the company"
II. PURPOSES - The company's purpose is to engage in any lawful
activity for which Limited Liability Companies may be formed under
Chamber 22 of Title 12 of the Louisiana Revised Statutes.
III. MANAGEMENT - The company shall be managed by the members as provided
in the Operating Agreement of the Limited Liability
Company, or in the absence of such, at law.
IV. RESTRICTIONS - No member may bind the company, other than the
manager who may be a member as provided by the Operating Agreement.
V. LIABILITY WAVIER AND INDEMNIFICATION - No member or Manager shall
have any liability for damages for any duty breached or activity
performed in connection with the management of the company.
Further, each member and Manager shall be fully indemnified by the
company for any judgments, settlements, penalties, fines or expenses
incurred because he or she is or was a member or Manager of the
company. It is the intention of this provision to afford members
and Managers of the company the most complete elimination of
liability as the fullest rights to indemnification possible
under the laws of the State of Louisiana and particularly Title 12,
Section 1315 of the Revised Statutes of Louisiana and this
provision shall be so construed.
VI. OPERATING AGREEMENT; STATUTORY APPLICATION - The company shall be
operated in accordance with the provisions of the Operating
Agreement enacted by the members, provided, however, that any
questions for which provision is not made in the Operating Agreement
shall be governed by the laws of the State Of Louisiana, and
particularly Title 12, Section 1301, et seq., of the revised
Statutes of Louisiana.
VII. Unless and until an amendment to these articles by
authentic act providing otherwise are filed in the office of the
Louisiana Secretary of State and in each parish in which The
Biltmore Group, L.L.C. owns immovable property any person dealing
with The Biltmore Group, L.L.C., may rely upon a certificate of the
Manager to:
(A) establish the membership of any member of the company
(B) establish the authenticity of any records of the company
or
(C) establish the authority of any person to act on behalf of
The Biltmore Group, L.L.C., including but not limited to
the authority to take actions referred to in Louisiana
Revised Statutes Title 12, Section 1318(B), which actions
include:
(1) The dissolution and winding up of the company,
(2) The sale, exchange, lease, mortgage, pledge, or
other transfers of all or substantially all of the
assets of the company,
(3) The merger or consolidation of the company,
(4) The incurrence of indebtedness by the company other
than in the ordinary course of its business.
(5) The alienation, lease or encumbrance of
any immovables of the company, and
(6) An amendment to the articles of organization.
VIII.DURATION - Unless continued beyond its scheduled termination by
the consent of a majority in interest of the remaining members, the company
shall terminate on the earlier of:
(A) July 8, 2020
(B) The consent of the majority of the members.
IX. TRANSFER AND ASSIGNMENT OF MEMBERS' INTEREST - The assignment or
transfer of a member's interest is subject to restrictions as set forth in
the Operating Agreement.
These Articles of Organization of The Biltmore Group, L.L.C. are thus
done and signed on this 8th day of July in the presence of the undersigned
competent witnesses and me, Notary Public, by the undersigned members
of the limited Liability Company, constituting all of the members thereof
as of this date.
WITNESSES: The Biltmore Group, L.L.C.
/S/FRED M BAYLES By: /S/JOANNE M CALDWELL
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Joanne M. Caldwell
Member
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/S/WILLIAM M CRAWFORD
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NOTARY PUBLIC
AMENDMENT TO ARTICLES OF LIMITED LIABILITY COMPANY
THE BILTMORE GROUP, L.L.C.
Each of the undersigned members of the Biltmore Group, L.L.C. does hereby
certify that the following amendment to the articles of the Limited liability
company of the Company was duly adopted pursuant to LSA-R.S. art. 12:31
et seq., by unanimous written consent of the members of the company dated
October 12, 1998. Pursuant to such unanimous written consent, they hereby
execute this Amendment to Articles of the limited liability company of
the company to read in its entirety as follows:
PARAGRAPH THIRD-I
Name -The name of the Limited Liability Company shall be The Biltmore
Group, of Louisiana, L.L.C.
Dated:October 13, 1998
The Biltmore Group, L.L.C.
By: /S/JOANNE M CALDWELL
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Joanne M. Caldwell
Member
FOX MCKEITHEN
Secretary Of State
Received & Filed
DATE OCT 14 1998
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