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Southern Development
Builders and Developers
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105 South Pantops Drive, Suite B-3 Charlottesville, VA 22911 Office 434-245-0894 Fax 434-245-0895
www.Southern-Development.corn
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STATE CORPORATION COMMISSION
Richmond, September 13, 2000
This is to Certi5 that the certcate of organization of
Southern Property, L.L.C.
was this day issued and admitted to record in this office and that
the said limited liability company is authorized to transact its
business subject to all Virginia laws applicable to the company
and its business. Effective date: September 13, 2000�f0-1 �:
State Corporation Commission
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C1S0345
ARTICLES OF ORGANIZATION
OF
SOUTHERN PROPERTY, L. L.C.
Pursuant to Chapter 12 of Title 13 . 1 of the Code of Virginia
the undersigned states as follows:
Article I. Name. The name of the Limited Liability
Company (the "Company") is Southern Property, L.L.C.
Article II. Registered Office and Agent. The post office
address of the initial registered office of the Company is located
within the County of Greene, at 12722 Dyke Road, Stanardsville,
Virginia 22973 . The initial registered agent is Frank T. Ballif,
whose business address is the same as the post office address of
the initial registered office, and who is a resident of Virginia
and a Member of the Company.
Article III. Principal Office. The principal office of the
Company is located at 12722 Dyke Road, Stanardsville, Virginia
22973 .
Article IV. Written Operating Agreement. Any operating
agreement entered into by the members of the Company, and any
amendments or restatements thereof, shall be in writing. No oral
agreement among any of the members or managers of the Company shall
be deemed or construed to constitute any portion of, or otherwise
affect the interpretation of, any written operating agreement of
the Company, as amended and in existence from time to time.
Dated: September 11, 2000
, CilZ____
Richard G. Rasmussen, III, Organizer
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CERTIFICATE OF
FICTITIOUS NAME
THIS CERTIFICATE OF FICTITIOUS NAME is hereby certified:
1. Business is or will be conducted in Albemarle County,
Greene County and Louisa County, Virginia, under the fictitious
name of SOUTHERN DEVELOPMENT by Southern Property, L.L.C. , a
Virginia limited liability company, with its main office at 12722
Dyke Road, Stanardsville, Virginia 22973.
2. Southern Property, L.L.C. is the sole owner of the
business and no other corporation, person or entity is interested
therein.
3. This Certificate is executed and filed pursuant to §59.1-
69 of the Code of Virginia relating to the conduct of business
under a fictitious name.
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SOUTHERN PROPERTY, L.L.C.
Date /
By:
Frank T. Ballif,
Manager
STATE OF VIRGINIA
CITYACOrUW'Y OF (1-w\1. eft,.j+G , to-wit:
The foregoing instrument was acknowledged before me this
54-
day of September, 2000, by Frank T. Bailie, as Manager of Southern
Property, L.L.c. , on its behalf.My commission expires: 1 (//
03
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Notary Public
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VIRGINIA: IN THE CLERK'S OFFICE OF THE CIRCUIT COURT OF ALBEMARLE:
This partnership was presented do me in said Af. ce nd with t fi
annexed admitted to record on 4_ ) ( r- , ) ,111 , at- 3c /PM.
CJ TESTS: SHELBY J M HALL, CLERK
113 BY
DEPUTY ERK
a Prue copy TESTS, —
SWEr
bep Clerk
TOTAL P.03
OPERATING AGREEMENT
OF
SOUTHERN PROPERTY, L.L.C.
A Commonwealth of Virginia
Limited Liability Company
OPERATING AGREEMENT
OF
SOUTHERN PROPERTY, L.L.C.
a Virginia limited liability company
THIS OPERATING AGREEMENT ("Agreement") , is made as of the 13th
day of September, 2000, by and between SOUTHERN PROPERTY, L.L. C. ,
a Virginia limited liability company, (the "Company") , and FRANK T.
BALLIF, ("Member" , which term shall also mean the successor to the
ownership interest of the named initial owner) , who agree to
operate a limited liability company under the Virginia Limited
Liability Company Act, as amended, (the "Act") , upon the following
terms and conditions:
ARTICLE I
Formation; Name; Purposes; Etc.
1. 1 Formation. The parties do hereby:
(i) acknowledge the formation of the Company as a limited
liability company pursuant to the Act by virtue of the filing of
Articles of Organization with the Virginia State Corporation
Commission ("SCC") by Richard G. Rasmussen, III, Organizer,
effective on September 13, 2000, the date on which the SCC issued
a Certificate of Organization for the Company; and
(ii) execute and adopt this Agreement as an Operating
Agreement of the Company pursuant to §13 . 1-1023 of the Act.
1. 2 Name. The name of the limited liability company shall be
"Southern Property, L. L.C. " . Business of the Company shall be
conducted under its name or under the assumed name, Southern
Development.
1. 3 Purpose. The Company has been formed for the purpose of
owning, developing, leasing and holding for investment real
property and for the construction of homes. The Company may engage
in any and all other lawful activities as may be necessary,
incidental or convenient to carry out the business of the Company
as contemplated by this Agreement.
1. 4 Powers. The Company shall have all powers and rights of
a limited liability company organized under the Act.
1
1. 5 Principal Office; Registered Agent. The Principal Office
at which the records required to be kept by Section 13 . 1-1028 of
the Act shall be kept and the principal place of business of the
Company shall be at 12722 Dyke Road, Stanardsville, Virginia 22973 .
The name of the registered agent of the Company in the Commonwealth
of Virginia is Frank T. Ballif, a resident of the Commonwealth of
Virginia and a Member of the Company. The registered office of the
Company shall be located at its principal place of business.
1. 6 Term of the Company. The term of the Company commenced
with the filing of the Articles of Organization with the Virginia
State Corporation Commission on September 13 , 2000 and shall
continue until dissolved and terminated as provided in Article VIII
hereof.
ARTICLE II
Member
2 . 1 Member. The sole Member of the Company is Frank T.
Ballif, whose business and notice address is: 12722 Dyke Road,
Stanardsville, Virginia 22973 .
2 . 2 Membership Interest. The sole Member' s ownership interest
in the Company, hereinafter referred to generally as a "Membership
Interest, " shall be 100%.
2 . 3 Death of Sole Member. Upon the death of the sole Member,
the Company shall continue and the personal representative(s) of
his Estate shall succeed to his Membership Interest and shall be
substituted and admitted in his place and stead as the sole Member
of the Company.
ARTICLE III
Capital Contributions
The initial capital contribution of the sole Member is the
contribution of certain personal property. The sole Member shall
have the right, but not the obligation, to contribute additional
money and/or property to the capital of the Company.
ARTICLE IV
Distributions; Allocations
The Company may make distributions at such time or times as
the Manager in his sole discretion may determine. Allocations of
profits, losses and other items required to be separately allocated
2
shall be made in accordance with applicable provisions of the
Internal Revenue Code of 1986 and the regulations and rulings
related thereto.
ARTICLE V
Management of the Company
5. 1 Management of the Company by a Manager. The
responsibility for managing the Company shall be delegated to a
Manager pursuant to Section 13 . 1-1024 of Act.
5. 2 Designation of Manager. Frank T. Ballif is designated as
the Manager of the Company.
5. 3 Term of Manager; Successor Manager. The Manager shall
serve and continue in such office throughout the entire term of the
Company unless he resigns or is sooner removed by the Member. In
the event of the resignation or removal of the Manager, the Member
shall designate a new Manager.
5. 4 Power and Authority of the Manager. The Manager shall
have complete and exclusive control of the operation and management
of the Company's business and affairs. Except as otherwise
specifically provided in this Agreement, the Manager shall have the
right, power and authority on behalf of the Company and in its name
to exercise all of the rights, powers and authority of the Company
under the Act, subject to any express limitations set forth herein.
5. 5 Third Party Reliance. Third parties dealing with the
Company shall be entitled to rely conclusively upon the power and
authority of the Manager.
5. 6 Duties of Manager. The Manager shall devote such time,
effort, and skill to the Company's business affairs as he deems
necessary and proper for the Company's welfare and success. The
Manager has substantial other business activities and the Manager
shall not be bound to devote all of his business time to the
affairs of the Company. The Manager may engage for his own account
and for the accounts of others in other businesses or activities,
even if such business or activities compete directly with Company
business or activities.
5. 7 Records and Accounting Matters.
5. 7 (1) Taxable Year; Accounting Methods. The taxable
year of the Company shall be the calendar year. The Company shall
maintain its books and records and file any required tax returns
using the method of accounting selected by the Manager.
3
5.7 (2) Books and Records. At all times during the
continuation of the Company, the Manager shall keep, or cause to be
kept, full and faithful books of account, records and supporting
documents, which shall reflect, completely, accurately and in
reasonable detail, each transaction of the Company (including,
without limitation, transactions with the sole Member) . The books
of account, records, and all documents and other writings of the
Company shall be kept and maintained at the principal office of the
Company.
5. 7 (3) Company Records. The Manager shall cause the
Company to keep at its principal office the following:
(i) a current list of the full name and last known
business address of each Member, in alphabetical order;
(ii) a copy of the Articles of Organization and the
Certificate of Organization, and all Articles of Amendment and
Certificates of Amendment thereto;
(iii) copies of the Company's federal, state, and
local income tax returns and reports, if any, for the three most
recent years; and
(iv) copies of the Operating Agreement, as amended,
and of any financial statements of the Company for the three most
recent years.
5. 7 (4) Filings. The Manager shall cause to be prepared
and filed with the SCC and/or the Commonwealth of Virginia all
documents necessary to maintain the Company in good standing.
ARTICLE VI
Liability of Manager and Member; Indemnification
No Member, Manager, or agent shall have any personal
obligation for any liabilities of the Company by reason of being a
Member, Manager, or agent of the Company. The Manager shall be
defended, indemnified and held harmless by the Company from any
liability resulting from any act performed by him on behalf of the
Company except for acts of gross negligence or willful misconduct.
The Manager shall not be liable to the Company or to the Member for
or as a result of any act, omission or error in judgment that was
taken, omitted or made by the Manager in the exercise of his
judgment in good faith and which act, omission or error does not
constitute gross negligence or willful misconduct.
4
ARTICLE VII
Assignment of Interests; Substitution of Members
The Member may dispose of all or any portion of his Membership
Interest. If the Member transfers his entire Membership Interest,
then the transferee shall be admitted as a substituted Member upon
completion of the transfer without further action and shall
thereafter be the Member for purposes of this Agreement. If the
Member transfers less than his entire Membership Interest, then the
transferee shall be admitted as a substituted member with respect
to the transferred Membership Interest upon the written consent of
the Member. The Member may admit additional Members and determine
the ownership interest and capital contribution of each. Upon the
admission of a second Member, the Agreement shall be revised to
address the relative rights and obligations of the Members and the
change of status for income tax purposes.
ARTICLE VIII
Dissolution, Termination and Disassociation
The Company shall be dissolved upon the written declaration of
the Member or the entry of a judicial decree of dissolution. Upon
an event causing dissolution of the Company, the Manager or, if
none, the Member shall wind up the Company' s affairs. After paying
or providing for the payment of all Company debts, the proceeds of
sale shall be distributed to the Member. If the Manager or, if
none, the Member determines that an immediate sale would be
financially inadvisable, he may defer sale of the Company assets
for a reasonable time or distribute the assets in kind. The Member
shall not be disassociated from the Company upon the occurrence of
any event set forth in §13 . 1-1040. 1 (6) or (7) of the Act or any
amendments thereto.
ARTICLE IX
Miscellaneous Provisions
9 . 1 Interpretation. Whenever the context may require, any
noun or pronoun used herein shall include the corresponding
masculine, feminine or neuter forms. The singular form of nouns,
pronouns and verbs shall include the plural and vice versa.
9 . 2 Burden and Benefit Upon Successors. Except as expressly
otherwise provided herein, this Agreement is binding upon, and
inures to the benefit of, the parties hereto and their respective
heirs, executors, administrators, personal and legal
representatives, successors and assigns.
5
9. 3 Amendment. Amendment of this Agreement shall require the
written consent of the Member.
9 . 4 Governing Law. This Agreement and all questions with
respect to the rights and obligations of the Member(s) [existing
sole Member and any future Members] , the construction, enforcement
and interpretation hereof, and the formation, administration and
termination of the Company shall be governed by the provisions of
the Act and other applicable laws of the Commonwealth of Virginia.
IN WITNESS WHEREOF, the parties have executed this Agreement.
SOUTHERN PROPERTY, L. L.C.
����/���� � (SEAL)OVOO�4
BY=
Frank T. Ballif, Manager
(SEAL)
Frank T. Ballif, sole Member
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