HomeMy WebLinkAbout04 BM Amendment SOAsr
APPENDIX B
STATEMENTS OF AUTHORITY
O\OLSSON
ASSOCIATES
11111141010411,WIMMACCFRA1114111111
Reception#: 733369
02118/2007 03:38:20 PM Jean Albericc
1 of 2 Rae Fae:$11.00 Doc Fee:0.00 GARFIELD COUNTY CO
STATEMENT OF AUTHORITY
1. This Statement of Authority relates to an entity named: BKITLEMENT MESA PARTNERS LLC
7. The type of entity is a:
( 1 corporation
[ 1 nonprofit corporation
[X1 limited liability company
[ ] general partnership
[ 1 limited partnership
[ 1 registered limited liability partnership
[ ) registered limited liability limited partnership
[ 1 limited partnership association
[ ] unincorporated nonprofit association
[ ] government or governmental subdivision or agency
1 1 business trust
1 1 trust
3. The entity is formed under the laws oft Colorado
4. The mailing address of the entity is: 73G Sipprelle Drive, Battlement Mesa, CO 81636
5. The 1X1 name(s), or [X] position(s) of each person authorized to execute instruments conveying,
encumbering, rezoning or otherwise affecting title to real property on behalf of the entity is/are:
David A. Gitlitz, Manager
Eric Schrncla, Authorized Agent
6. This Statement of Authority is executed on behalf of the entity pursuant to the provisions of Section 38-
30-172, CAS.
Executed this }D day of
BATTLEME ti AP r`i
a Colorado h
By:
13y /
—ehmcla, Authorized Agent
RS LLC,
ny
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1-t .s_rnLtJ iniSA 16 iLt35
2-
1111111APEAMI,WIVAIVICOMMAII1111
Reception#: 733369
0911812007 03:38.20 PM Jean R14arico
2 of 2 Ran Fae $11.00 Doc Fee:O.00 GRRFIELO COUNTY CO
STATE OF COLORADO )
)ss.
COUNTY OF GARFIELD )
The foregoing instrument was acknowledged More me this IC- day of d,,, , 2007 by
David A. Gitlitz as Manager of Battlement Mesa Lot Holdings LLC, a Colorado limited liability company.
Witness my hand and official seal.
My commission expires: i`t1 Q. .Loci
t,
Notary Public SALLY GEIB VAGNEUR
STATE OF COLORADO }
NOTARY PUBLIC)
as
+ STATE OF COLORADO
COUNTY OF GARFIELD )
My CommissIonExpires
The foregoing instrument was acknowledged before me this X11 day of UA , 2007 byra1124QB
Eric Schmela as Authorized Agent of Battlement Mesa Lot Holdings LLC, a C • • • • 'ted liability
company.
Witness my hand and official, seat
My commission expires: Ct l 04\
Notary Public
DENNA ROOF'
NOTARY PUBLIC
STATE OF COLORADO
My Commission Expires 09/27/2009 �
ACTION BY WRITTEN CONSENT OF
THE GENERAL PARTNERS OF
BATTLEMENT MESA PARTNERS
(a Colorado general partnership)
The undersigned, representing the general partners (each a "Partner' and together the
"Partners") of Battlement Mesa Partners, a Colorado general partnership (the "Partnership"), do
hereby consent to the following:
Approval of Conversion
WHEREAS. the Partnership believes it is in the best interest of the Partnership and its
Partners to convert the Partnership into a Colorado limited liability company known as
Battlement Mesa Partners LLC ("Battlement Mesa"), and desires to effect such conversion by
filing with the Colorado Secretary of State the Combined Statement of Conversion and Articles
of Organization of Battlement Mesa attached hereto as Exhibit A (together. the "Conversion
Documents").
NOW, THEREFORE. BE IT RESOLVED, that the Partnership shall be converted to
Battlement Mesa Partners LLC, a Colorado limited liability company, in accordance with the
provisions of the Colorado Corporations and Associations Act and the Colorado Limited
Liability Company Act: and
RESOLVED, FURTHER. that the Partners, or any one of them acting alone, are hereby
authorized and directed to execute and file the Conversion Documents as is required by the laws
of the State of Colorado and to take any and all actions deemed appropriate by the Partnership to
complete the conversion described herein.
[signature page to follow]
1341575_l .doc
This Consent may be executed in counterparts all of which, when taken together
constitute one instrument. The Partners agree that facsimile or .pdf copy signatures shall be
deemed original signatures.
The undersigned Partners have executed this Consent on the dates set forth below to be
effective as of the 15t day of June, 2007.
COMMUNITY HO
a Colorado co
5-1 (-C1- By:
ra
INCAS WEST, INC.
Date: •avid A. Gitlif , President
L - O
SIPPRELLE OLDINGS, LLC, a Colorado limited
liability co v,
By:
Date: David A. G itz, Managing Member
1341575 I dot.. 2
ACTION BY UNANIMOUS WRITTEN CONSENT
OF THE BOARD OF DIRECTORS
AND SOLE SHAREHOLDER
OF COMMUNITY HOLDINGS WEST, INC.
(a Colorado corporation)
The undersigned. representing the sole shareholder and all of the members of the Board of
Directors of Community Holdings West. Inc., a Colorado corporation (the "Corporation"), hereby
unanimously consent to the following actions without a meeting:
WHEREAS, the Corporation is a general partner of Battlement Mesa Partners. a Colorado
general partnership (the "Partnership"); and
WHEREAS, the Corporation believes it is in the best interest of the Partnership and its general
partners to convert the Partnership into a limited liability company known as Battlement Mesa Partners
LLC ("Battlement Mesa"), and desires to effect such conversion by filing with the Colorado Secretary
of State the Combined Statement of Conversion and Articles of Organization of Battlement Mesa
attached hereto as Exhibit A.
NOW THEREFORE, BE IT RESOLVED, that the conversion of the Partnership into a limited
liability company named Battlement Mesa Partners LLC is hereby approved, adopted and ratified;
RESOLVED FURTHER. that the execution and delivery of any and all documents as may be
necessary or advisable to consummate the transaction described herein by the President of the
Corporation as a general partner of the Partnership, is hereby approved, adopted. and ratified.
This Consent may be executed in multiple counterparts all of which, when taken together, shall
constitute one instrument. The Shareholder and Directors agree that facsimile or .pdf copy signatures
shall be deemed original signatures.
The undersigned have executed this Consent on the dates set forth below to be effective as of
the Is' day of June, 2007.
DIREC ► RS:
Date: D. id A. Gitf
Date: Louise A. Gi itz
its c7
SOLE,
AREHOLDER:
Date: D id A. Gitlitz
134583 1 doe
Exhibit A
Combined Statement of Conversion and Articles of Organization
1341583_1 (Inc
Exhibit A
Combined Statement of Conversion and Articles of Organization
134[575_1 doe
Document processing fee
I; document is died on paper
Lf document is filed electronically
Fees & forms/cover sheets
are subject to change.
To file electronically, access instructions
for this formicover sheet and other
information or print copies of filed
documents, visit www.sos.state.co.us
and select Business Center,
Paper documents must be typewritten or machine printed.
5:50.x0
Currently Not Available
RECE
2'007 JUN -1
ht10:37
TATS OF COLui r;DJ
ABOVE SPACE POR OFFICE USE ONLY
Combined Statement of Conversion and Articles of Organization
filed pursuant to §7-90-201 and §7-80-204 of the Colorado Revised Statutes (C,R.S.)
Statement of Conversion
1. For the convening entity, its entity name or true name, ID number (if applicable), form of entity, the
jurisdiction under the law of which it is formed, and the principal office address of its principal office are
Entity name or true name of
the convcrtina entity
ID number (if applicable)
Form of the entity
Jurisdiction where formed
Principal office street address
Principal office mailing address
(leave blank if same as wove)
BATTLEMENT MESA PARTNERS
20061062040
(Colorado Secretary of State _ID number)
GENERAL PARTNERSHIP
COLORADO
73 J SIPPRELLE DRIVE
(Street number and name)
BATTLEMENT MESA CO 81636
(City) (State)
(Postal/Zip Code)
(Province— ifappiicaole) (Country— if not US)
PO BOX 6000
(Street number and name or Post Office Bax information)
BATTLEMENT MESA CO 81636
(City) (State)
(Postal/Zip Code)
(Province— if applicable) (Country —ifnot US)
2. The converting entity has been converted into the resulting entity identified below.
3. For the resulting entity, its entity name, form of entity, the jurisdiction under the law of which it is formed,
and the principal office address of its principal office are
CONVERT_LLC
Page 1 of Rev. 10/6/2005
Entity name o: the
resulting entity BATTLEMENT MESA PARTNERS LLC
(The name of c limited liability company must contain the tern; or abbreviation "limited
liability company". "ltd. liability company", "limited liability ca. ' , "ltd. Liability co. ',
"limited",
"1.1.c.", "11c", or 'Yid, "s7 -90-5P1, C.P S.)
(Caution: The use ofcertain terms or abbreviations arc restricted by law. Read instructions for more information.)
Form of the entity domestic limited liability company
jurisdiction where formed Colorado
Principal office street address 73 J SIPPRELLE DRIVE
(Srreet number anti name/
Principal office mailing address
(leave blank if same as above) (Street number and name or Post Office Box information)
BATTLEMENT MESA CO 81636
(City)
(State) (Posy al/Zip Code)
(Province—ifapplicable) (Country— fnot US)
PO BOX 6000
BATTLEMENT MESA CO 81636
(City)
(Stare) (Postal/Zip Code)
(Province -- if -applicable) (Country — i{not US)
(If the following statement applies, adopt the statement by marlano the box.)
The mailing address in the records of the Secretary of State is no longer different than the street
address and is no longer required.
1. The entity name is
Articles of Organization
BATTLEMENT MESA PARTNERS LLC
(The name ofa limited liability company must contain the term or abbreviation "limited
liability company "ltd liability company". "limited liability co.", "lid. liability co.'.
"limited", "lie.", "llc", or "ltd." §7-90-601,
(Caution: The use of certain terms or abbreviations are restricted by law. Read insmtctions for. more information)
2, The principal office address of the initial principal office is
Street address 73 J SIPPRELLE DRIVE
(Street number and name)
COtv'VERT LLC
BATTLEMENT MESA CO 81636 --
(City)
(State) (Postal/Zip Code)
(Province —1 applicable) (Country — if not US)
Page 2 of 4 Rey. 10/6/2005
iviaiin� address RC BOX 6000
(leave blank if same as strset address) (Street number ana name or Post Office Box zryormaronr
BATTLEMENT MESA CO 81 636
(State) (Postal/Zip Coa )
(Province —1 applzcaole) (Country— if not CTS)
3. The registered agent name and registered agent address of the initial registered agent are
Name
(if an individual)
OR
(if an entity)
(Caution: Do not provide both an individual and an entity name.)
The person appointed as registered agent above has consented to being so appointed.
Street address 633 17TH STREET
SUITE 2200
(Last)
(First)
(Middle) (Suffix)
ISAACSON ROSENBAUM P.C., ATTN: RICHARD GREENGARD
Mailing address
(Sweet number and name)
DENVER CO 80202
(City)
(State) (Paszal/Zio Code)
(leave blank if same as street address) (Street number and name or Post Office Box information)
(City)
CO
(State)
(Postai/Zip Cade)
4. The true name and mailing address of the person forming the limited liability company are
Name
(if an individual)
OR
(if an entity) ISAACSON ROSENBAUM P.C.
(Last) {First) (Middle) (Suffix)
(Caution: Do not provide both an individual and an entity name.)
Mailing address 633 17TH STREET
(Street number and name or Post Office Box information)
SUITE 2200
DENVER
(City)
CO 80202
(State) (Postai/Zip Code)
(Province-- if applicable) (Country— iJ`not US)
(If the following statement applies, adopt the statement by marking the box and include an attachment.)
LI This document contnins the name and address of one or more additional person(s) forming the
limited liability company.
CONVERT LLC
Page 3 of 4 Rev. 1016/2005
5. The management of the limited liability company is vesterl in
(Mari: the applicable
one or more aianaiters.
OR
the members.
6. There is at least one member of the limited liability company.
7. (If thefollowing statement applies adopt the statement by marking the box and include an attachment.)
❑ This document Contains additional information as provided by law.
8. (Caution: Leave blank if the document does nor have a delayed effective date. Stating a delayed effective date has
significant legal consequences. Read instructions before entering a date.)
(If the following statement applies, adopt the statement by entering a date and. if applicable, time using the reouiredformai.)
The delayed effective date and, if applicable, time of this document is/are 6/1/2007
(mm/ddljnn y Hour: minute anupm)
Notice:
Causing this document to be delivered to the Secretary of State for filing shall constitute the affirmation or
aclmowledgment of each individual causing such delivery, under penalties of perjury, that the document is the
individual's act and deed, or that the individual in good faith believes the document is the act and deed of the
person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity
with the requirements of part 3 of article 90 of title 7; C.R.S., the constituent documents, and the organic
statutes, and that the individual in good faith believes the facts stated in the document are true and the
document complies with the requirements of that Part, the constituent documents, and the organic statutes.
This perjury notice applies to each individual who causes this document to be delivered to the Secretary of
State, whether or not such individual is named in the document as one who has caused it to be delivered.
9. The true name and mailing address of the individual causing the document to be delivered for filing are
LAWRENCE CARA G. ESQ.
(Last) (First) (Middle) (Suds)
633 17TH STREET
(Street number and name or Post Office Box information)
SUITE 2200
DENVER CO 80202
(City)
(State) (Postal/Zip Code)
(Province — if -applicable) (Country — if not LIS)
(Ifthe following statement applies, adopt the statement by marking the box and include an attachment.)
❑ This document contains the true name and mailing address of one or more additional individuals
causing the document to be delivered for filing.
Disclaimer:
This form/cover sheet, and any related instructions, are not intended to provide legal, business or tax advice,
and are furnished without representation or warranty. While this form/cover sheet is believed to satisfy
minimum legal requirements as of its revision date, compliance with applicable law, as the same may be
amended from time to time, remains the responsibility of the user of this form/cover sheet. Questions should
be addressed to the user's legal, business or tax advisor(s).
CONVERT LLC
Page 4 of 4 Rev. 10/6/2005
1111 MillillifiNOVIVA MI HI
Reeeptiantt_ 740288
12/31/2007 12:01,32 PM Jean Alberico
i of 2 Roc Fe f1.00 Doc Fee 0.00 GARFIELD COUNTY CO
STATEMENT OF AUTHORITY
1. This Statement of Authority relates to an entity named: BATTLEMENT MESA LAND
INVESTMENTS, LLC
2. The type of entity is a:
[ ] corporation
[ ] nonprofit corporation
[X] limited liability company
[ ] general partnership
[ ] limited partnership
[ ] registered limited liability partnership
[ ] registered limited liability limited partnership
[ ] limited partnership association
[ ] unincorporated nonprofit association
[ ] government or governmental subdivision or agency
[ ] business trust
[ ] trust
3. The entity is formed under the laws of: Colorado
4, The mailing address of the entity is: PO Box 6000, Battlement Mesa, CO 81636
5. The [X] name(s), or [X] position(s) of each person authorized to execute instruments conveying,
encumbering, rezoning or otherwise affecting title to real property on behalf of the entity is/are:
Community Holdings West, Inc., a Colorado corporation, Managing Member, by David A. Gitlitz,
President, or
Sipprelle Holdings, LLC, a Colorado limited liability company, Managing Member, by David A. Gitlitz,
Managing Member, or
Eric Schmela, Authorized Agent
6. This Statement of Authority is executed on behalf of the entity pursuant to the provisions of Section 38-
30-172, C.R.S.
Executed thio day of December 2007.
BATTLEMENT MESA LAND INVESTMENTS, LLC,
a Colorado imited liaility com.. y
Colima
By:
Sipp
Member
oldins Wejj
., a Colorado corporation, Managing Member
V4 P. 4!
ent
tlitz, Pr
le ;,!ding
By
By:
a Colorado limited liability company, Managing
David ' .t1i Tiaging Member
4
+/O
Eric Schmela, Authorized Agent
ti
■III nitillitINI.WFdlinfelfillitlilViNii 11 11 1
Reception#: 740288
12I31J2007 12:01:32 PM dean ALberieo
2 of 2 Rec Fee.$11-00 Dec Fee_0.00 GARFIELD COUNTY CO
STATE OF COLORADO
) ss.
COUNTY OF GARFIELD
The foregoing instrument was acknowledged before me thi " day of December, 2007 by David A. Gitlitz
as President of Community Holdings West, Inc., a Colorado corporation, a Managing Member of Battlement
Mesa Land Investments, LLC, a Colorado limited liability company.
Witness my hand and official s9,a1. J
My commission expires: q _2 -Vo
STATE OF COLORADO
COUNTY OF GARFIELD
) ss.
)
The foregoing instrument was acknowledged before me this lay of December, 2007 by David A. Gitlitz
as Managing Member of Sipprelle Holdings, LLC, a Colorado limited liability company, a Managing Member
of Battlement Mesa Land Investment, LLC, a Colorado limited liability company.
Witness my hand and officials 1.
My commission expires:
STATE OF COLORADO
COUNTY OF GARFIELD
)
)ss.
)
Notary Public
The foregoing instrument was acknowledged before me day of December, 2007 by Eric Schmela as
Authorized Agent of Battlement Mesa Land Investments, LLC, a Colorado limited liability company.
Witness my hand and official s 1.
My commission expires: GIk/ jI p ei
2