EXHIBIT 3.5
ARTICLES OF ORGANIZATION
OF
CABANA BEVCO LLC
I, the undersigned natural person, having attained at least the minimum age
set forth in Article 3.01 of the Texas Limited Liability Company Act (the
"LLCA") and acting as an organizer thereunder of a limited liability company
(hereinafter referred to as the "Company"), do hereby adopt the following
Articles of Organization of the Company:
ARTICLE I
NAME
The name of the Company shall be "Cabana Bevco LLC".
ARTICLE II
POWERS
The Company shall have all the powers accorded to a limited liability
company under the LLCA.
ARTICLE III
PURPOSES
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
LLCA.
ARTICLE IV
DURATION
The Company's period of duration be perpetual.
ARTICLE V
REGULATIONS
The initial managers of the Company shall adopt the Regulations that shall
govern the regulation and management of the affairs of the Company, provided,
however, that the failure to adopt such Regulations prior to the date on which
the Secretary of the State of Texas issues a Certificate of Organization shall
not affect the Company's commencement of existence on such date. The Regulations
shall provide for all the terms and conditions for the regulation and management
of the affairs of the Company not inconsistent with applicable law or with these
Articles of Organization. The power to adopt, alter, amend or repeal the
Regulations shall be
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vested in the members of the Company unless vested in whole or part in the
managers of the Company by the Regulations.
Unless otherwise provided in these articles of organization or regulations,
adoption, alteration, amendment, or repeal of the regulations shall require the
affirmative vote, approval, or consent of all the members.
ARTICLE VI
MANAGERS
The management of the Company is vested in the managers of the Company,
except to the extent that the Regulations shall reserve the same, in whole or in
part, to the members of the Company. Unless otherwise required by the
Regulations, the managers of the Company need not be members of the Company and
need not be residents of the State of Texas. Managers shall be elected by the
members at the annual meeting of the members. The Regulations may provide that
the holders of a particular class of membership interests may be entitled to
elect the managers.
The number of initial managers of the Company shall be three (3), and the
names and addresses of the initial managers, who shall serve as the managers of
the Company until the first annual meeting of the members of the Company or
until their successors are duly elected and qualified, are set forth below:
Name Address
- ---- -------
Becky Rainey 8918 Tesoro Drive, Suite 200
San Antonio, Texas 78217
James Jenkins 8918 Tesoro Drive, Suite 200
San Antonio, Texas 78217
Mando Lopez 5825 Callaghan Road, Suite 212
San Antonio, Texas 78228
ARTICLE VII
PRINCIPAL PLACE OF BUSINESS
The principal place of business of the Company is 8918 Tesoro Drive, Suite
200, San Antonio, Texas 78217.
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ARTICLE VIII
NAME AND ADDRESS OF INITIAL REGISTERED AGENT
The initial registered agent of the Company is Becky Rainey. The address of
the initial registered office is 8918 Tesoro Drive, Suite 200, San Antonio,
Texas 78217.
ARTICLE IX
MEMBERSHIP INTERESTS
The membership interests in the Company shall be defined and established in
the Regulations, including the relative rights, powers, and duties, including
voting rights, thereof.
ARTICLE X
INDEMNIFICATION
The Company shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative, arbitrative or
investigative, any appeal in such an action, suit or proceeding and any inquiry
or investigation that could lead to such an action, suit or proceeding (whether
or not by or in the right of the Company), by reason of the fact that he or she
is or was a member, manager, officer, employee or agent of the Company or is or
was serving at the request of the Company as a manager, director, officer,
partner, venturer, proprietor, trustee, employee, agent or similar functionary
of another limited liability company, corporation, employee benefit plan, other
enterprise, or other entity against all judgments, penalties (including excise
and similar taxes), fines, settlements and reasonable expenses (including
attorneys' fees and court costs) actually and reasonably incurred by him or her
in connection with such action, suit or proceeding to the fullest extent
permitted by any applicable law, and such indemnity shall inure to the benefit
of the heirs, executors and administrators of any such person so indemnified
pursuant to this Article X. The right to indemnification under this Article X
shall be a contract right and shall not be deemed exclusive of any other right
to which those seeking indemnification may be entitled under the Regulations or
any law, agreement, vote of members or disinterested managers or otherwise, both
as to action in his or her official capacity and as to action in another
capacity while holding such office.
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IN WITNESS WHEREOF, I have executed these Articles of Organization this
October 2, 2000.
/s/ J. Patrick Ryan,
--------------------------------
J. Patrick Ryan, Organizer
15O0 Bank of America Plaza
300 Convent Street
San Antonio, Texas 78205
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