ARTICLES OF ORGANIZATION
OF
PHILBUILT DEVELOPMENT, LLC
The undersigned, for the purpose of forming a limited liability company
under the Florida Limited Liability Company Act, F.S. Chapter 608, hereby make,
acknowledge and file the following Articles of Organization.
ARTICLE I - NAME
The name of the limited liability company shall be PHILBUILT
DEVELOPMENT, LLC, ("Company"). The principal place of business and mailing
address of the Company shall be 900 N. Federal Highway, #410, Boca Raton,
Florida 33432.
ARTICLE II - DURATION
The Company shall commence its existence on the date these Articles of
Organization are filed by the Florida Department of State. The company's
existence shall be perpetual, unless the company is earlier dissolved as
provided in these Articles of Organization.
ARTICLE III - PURPOSES OF POWERS
The general purpose for which the Company is organized is to transact
any lawful business for which a limited liability company may be organized
underthe laws of the State of Florida . The Company shall have all of the
powers granted to a limited liability company under the laws of the State of
Florida.
ARTICLE IV - REGISTERED OFFICE AND AGENT
The name and street address of the registered agent of the Company in
the State of Florida is ASHLEY BARRETT BLOOM, 900 N. Federal Highway, #410,
Boca Raton, Florida 33432.
ARTICLE V - ADDITIONAL CAPITAL CONTRIBUTIONS
Each member shall make additional capital contributions to the Company
only upon the unanimous consent of ail of the members.
ARTICLE VI - ADDITION OF NEW MEMBERS
No additional members shall be admitted to the Company except with the
unanimous written consent of all of the members of the company and upon such
terms and conditions as shall be determined by all of the members. A member may
transfer his or her interest in the Company as set froth in the regulations of
the Company, but the transferee shall have no right to participate in the
management of the business and affairs of the Company or become a member unless
all the other members of the Company other than the member proposing to dispose
of his or her interest approve of the proposed transfer by unanimous written
consent.
ARTICLE VII - TERMINATION OF EXISTENCE
The Company shall be dissolved upon the death, retirement, resignation,
expulsion, bankruptcy or dissolution of a member or manager, or upon the
occurrence of any other event that terminates the continued membership of a
member in the Company, unless the business of the Company is continued by the
consent of all of the remaining members, provided there are at least two
remaining members.
ARTICLE VIII - MANAGEMENT
The Company shall be managed by the members in accordance with the
regulations adopted by the members for the management of the business and
affairs of the Company. These regulations may contain any provisions for the
regulation and management of the affairs of the Company not inconsistent with
law or these Articles of Organization.
IN WITNESS WHEREOF, the undersigned organizers have made and
subscribed these Articles of Organization at Broward County, Florida for the
foregoing uses and purposes this 7th day of October, 2003.
/s/ Ashley Barrett Bloom
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ASHLEY BARRETT BLOOM
AUTHORIZED REPRESENTIVE
OF A MEMBER
STATE OF FLORIDA
) SS:
COUNTY OF BROWARD
Before me personally appeared LEONARD E. ZEDECK who executed the
foregoing, to me well known to be the authorized representative of PARK PLACE
VENTURES, LLC and who subscribed the above Articles of Organization, and he
freely and voluntarily acknowledged before me according to the law that they
made the same for the uses and purposed mentioned and set forth in it.
IN WITNESS WHEREOF, I have set my hand and affixed my official seal
this 24th day of February, 2004.
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VERONICA ABREW /s/ Veronica Abrew
MY COMMISSION # DD166640 EXPIRES Notary Public, State of Florida
NOVEMBER 19, 2006 My Commission Expires:
BONDED THRU TROY FAIN INSURANCE INC. Commission Number;
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[GRAPHIC OMITTED][GRAPHIC OMITTED]
Notary Public, State of Florida My Commission Expires: Commission Number:
ACCEPTANCE OF APPOINTMENT
OF
REGISTERED AGENT
The undersigned being the person named in the Articles of Organization
of PHILBUILT DEVELOPMENT, LLC, as the registered agent of this limited liability
company, hereby consents to his appointment as registered agent of the Company.
By: /s/ Ashley Barrett Bloom
-------------------------
ASHLEY BARRETT BLOOM
REGISTERED AGENT