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Home My WebLink AboutZMA201600014 Articles of Organization 2014-06-03 COMMONWEALTH OF VIRGINIA STATE CORPORATION COMMISSION ARTICLES OF ORGANIZATION OF STRIBLING HOLDINGS, LLC Pursuant to Chapter 12 of Title 13.1 of the Code of Virginia the undersigned states as follows: 1. The name of the limited liability company is: STRIBLING HOLDINGS, LLC 2. The address of the initial registered office in Virginia is: Two James Center, Suite 1700, 1021 East Cary Street, Richmond, Virginia 23219-4000, located in the City of Richmond. 3. A. The registered agent's name is Philip H. Goodpasture, whose business address is identical with the registered office. B. The registered agent is an individual who is a resident of Virginia and a member of the Virginia State Bar. 4. The post office address of the principal office of the limited liability company where the records will be maintained pursuant to Virginia Code Section 13.1-1028 is: Two James Center, Suite 1700, 1021 East Cary Street, Richmond, Virginia 23219-4000. 5. To the full extent that the Virginia Limited Liability Company Act, as it exists on the date hereof or may hereinafter be amended, permits the limitation or elimination of the liability of a Member and a Manager, a Member or Manager of the Limited Liability Company shall not be liable to the Limited Liability Company or its Members for monetary damages. If elimination of the liability is not permitted, the limitation of liability shall be (1) $1.00 or the minimum amount allowed to be stated by such Act if a specific dollar amount is required to be stated or (2) the full extent of the limitation set forth in such Act if no specific dollar amount is required to be stated. The Limited Liability Company shall indemnify an individual made a party to a proceeding because he is or was a Member or Manager of the Limited Liability Company against liability incurred in the proceeding if he conducted himself in good faith, and he believed, in the case of his conduct in his official capacity with the Limited Liability Company, that his conduct was in its best interest; and in all other cases, that his conduct was at least not opposed to its best interests and in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. The determination of whether a Member or Manager has met this standard of conduct shall be determined in the manner fixed by statute with respect to statutory indemnification. The company may r e not indemnify (1) in connection with a proceeding by or in the right of the company in which the Member or Manager was adjudged liable to the Limited Liability Company, or (2) in connection with any other proceeding charging improper personal benefit to him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him. The Limited Liability Company shall pay for or reimburse the reasonable expenses incurred by a Member or Manager who is a party to a proceeding in advance of final disposition of the proceeding if (1) the Member or Manager furnishes the company a written statement of his good faith belief that he has met the standard of conduct described herein, (2) the Member or Manager furnishes the company a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he did not meet the standard of conduct, and (3) a determination is made that the facts then known to those making the determination would not preclude indemnification. All terms defined in Article 10 of the Virginia Stock Corporation Act as adopted by reference in the Act and as enacted and in effect on the date of these articles of organization, shall have the same meaning when used in this article. In the event that any provision of this article is determined to be unenforceable as being contrary to public policy, the remaining provisions shall continue to be enforced to the maximum extent permitted by law. Any indemnification under this article shall apply to a person who has ceased to have the capacity referred to herein, and may inure to the benefit of the heirs, executors and administrators of such a person. Any amendment to or repeal of this item number 5 shall not adversely affect any right or protection of a Member or Manager of the company of or with respect to any acts or omissions of such Member or Manager occurring prior to such amendment or repeal. Notwithstanding the foregoing, payments under this section with respect to a claim for indemnification shall be reduced to the extent the Member or Manager has not made reasonable efforts to reduce the amount of an indemnified loss by seeking contributions from other sources. 6. The Limited Liability Company shall be managed by one or more managers and only such manager(s) and their designees, including any officers they appoint, shall have the power and authority to act for or on behalf of or to bind the limited liability company. 7. Signature: i 4. 0 0• ili .... ,,,,,,, • IF August 31, 2005 J+ :n I ... Russell, Organizer 118033 - 2 - • i RIVER BEND MANAGEMENT, INC. t/a RIVERBEND DEVELOPMENT,INC. • OMNIBUS CONSENT OF THE SOLE SHAREHOLDER AND SOLE DIRECTOR IN LIEU OF SPECIAL MEETINGS • i • EFFECTIVE AS OF JANUARY 1,2014 The undersigned, being the sole shareholder and sole director of RIVER BEND MANAGEMENT, INC., a Virginia corporation (the "Corporation"), acting pursuant to the provisions, respectively, of Section 13,1-657 of the Code of Virginia of 1950, as amended, and Virginia Code § 13.1-685, as amended, hereby consents and agrees by this • written consent to the taking of the following corporate actions in lieu of a special •• meeting of the shareholders and board of directors of said Corporation, and acting, pursuant to Section 13.1.659 of the Code of Virginia of 1950,as amended, hereby waives all notice of any such meetings and actions taken by this unanimous consent: • WHEREAS, it is in the best interest of the Corporation to execute certain applications, plats, plans and other documents as set forth below in connection with the development of certain real property located in Albemarle County, Virginia and owned or controlled, directly or indirectly, by the Corporation(the"Property"), • � k NOW THEREFORE, BE IT RESOLVED, that either Andrew J. Dortdero, as Chief Financial Officer and Vice President, or Alan R, Taylor, as Vice President (each, an "Authorized Officer"), is hereby authorized and directed, for and on behalf of said Corporation to do and perform or cause to be done and performed in the name and on behalf of Corporation such other acts, and to execute and deliver, or cause to be executed and delivered, such other notices, requests, demands, directions, consents, approvals, orders, land use applications, bonds, certificates, agreements, undertakings, supplements, amendments, further assurances or other instruments or communications,with such additions,deletions, insertions and other changes as shall be approved by the Authorized Officer executing same, in the name and on behalf of the Corporation, as an Authorized Officer may deem to be necessary or advisable in order to develop the Property in accordance with the laws, ordinances, regulations and requirements of the County; such approval to be conclusively evidenced by the execution and delivery thereof by said Authorized Officer, and otherwise to carry into effect the intent of this Consent or to comply with the requirements of the instruments authorized,ratified,confirmed and approved by this Consent, RESOLVED FURTHER, that any acts of an Authorized Officer, which acts would have been authorized by the foregoing resolutions except that such acts were taken prior to the adoption of such resolutions,are hereby severally ratified, confirmed, approved and adopted as acts in the name and on behalf of the Corporation. RESOLVED FURTHER, that the undersigned, as both sole shareholder and sole director of the Corporation, accepts and consents to the resolutions and actions herein described above, IN WITNESS WHEREOF, there being no further action to be taken by consent in writing at this time, witness the undersigned sole shareholder and sole director has hereby executed this evidence of action and consent on the date indicated below, to become effective on the date first above written, Date: 4 l 3(to t oran Capshaw, Sole Director/Shareholder 2$1900i„3 • St1 � I ' I I :tItki S Ir . t 4,. 40- i 1 t di)1 , # *0 . y I 4. id s I 4. , . o ,..., ..,,, , ,,,,, , ,o . ... , 1,, „ ,,, 0,,,,, ,,, '44,,,,,,,,,/ ,..„,„. „ STATE CORPORATION COMMISSION l&,ichmond, September 1, 2005 This is to cert that the certificate of organization of STRIBLING HOLDINGS, LLC 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 Caws applicable to the company and its business. (Effective date: September 1, 2005 ,, , 4.1 State Corporation Commission ATION i!'00,001 rA °4:' Attest: ,f h s Y o � A� �� `° * ��; 4 CCerkof the Commission . 1903 x�4 4. C[S0322 OPERATING AGREEMENT OF STRIBLING HOLDINGS, LLC This shall be the Operating Agreement of STRIBLING HOLDINGS, LLC, a Virginia limited liability company (the "Company"), a single member limited liability company. If, at any time, the Company shall have more than one member, this Operating Agreement shall be amended as appropriate. 1. The sole member of the Company shall be R. Coran Capshaw (the "Member"). 2. All powers of the Company shall be exercised by or under the authority of, and the business affairs of the Company shall be managed under the direction of,the manager of the Company (the "Manager"), except that the Member shall choose the Manager. 3. There shall be one Manager, which is River Bend Management, Inc., a Virginia Corporation. 4. The Manager shall appoint such officers and delegate such authority to such officers as it may choose. 5. No Member or Manager shall be obligated to contribute money or assets to the Company. 6. The Company shall not be dissolved upon the death,resignation, retirement, expulsion, or bankruptcy of the Member, but only upon a written resolution of dissolution executed by the Member. 7. This shall be the only Operating Agreement for the Company. There shall be no amendment to this Operating Agreement, no change in the Manager, no change in the Member, except, in each case, by a writing signed by the Member. WITNESS the signature of the undersigned, effective as of September 1, 2005. R. Coran Capshaw, Sole Member 1190621