Attached files
| file | filename |
|---|---|
| S-1 - PEBBLE US MARKET S-1 - Pebble U.S. Market Fund, LLC | pebble_s1.htm |
| EX-1.01 - FORM OF SOLICITING ADVISOR AGR - Pebble U.S. Market Fund, LLC | pebble_s1-ex0101.htm |
| EX-8.01 - OPINION RE FEDERAL INCOME TAX - Pebble U.S. Market Fund, LLC | pebble_s1-ex0801.htm |
| EX-23.02 - CONSENT - Pebble U.S. Market Fund, LLC | pebble_s1-ex2302.htm |
| EX-5.01 - OPINION - Pebble U.S. Market Fund, LLC | pebble_s1-ex0501.htm |
| EX-10.01 - FORM OF CUSTOMER AGREEMENT - Pebble U.S. Market Fund, LLC | pebble_s1-ex1001.htm |
Exhibit
3.02
|
JAY
DARDENNE
SECRETARY OF STATE
RECEIVED & FILED
DATE AUG 06
2009
|
ARTICLES
OF ORGANIZATION
OF
PEBBLE
U.S. MARKET FUND, L.L.C.
The
undersigned, a person of the full age of majority, acting as the
organizer of a limited liability company under Chapter 22 of Title 12 of the
Louisiana Revised Statutes Annotated, does hereby form, effective August 6,
2009, a limited liability company under such law and for such purposes does
hereby adopt the following Articles of Organization.
1. The name of the limited
liability company organized pursuant to these articles of organization
shall be Pebble U.S. Market Fund,
L.LC.
2. The object and purpose
for which the Company is formed shall be to engage in any
lawful activity for which limited liability companies may be formed under
Chapter 22 of Title 12 of the Louisiana Revised Statutes Annotated.
3. The
operation of the Company shall be governed by a written operating agreement
(the "Operating Agreement").
4. The
duration Of
this limited
liability company is perpetual.
5. The business of this
limited liability company shall be managed by a manager, who may
be, but shall not be required to be, a member of this limited liability company.
The initial manager
of Pebble U.S. Market Fund, L.L.C. is Pebble Asset Management, L.L.C.
Except as authorized by the manager(s), no member is an agent of this limited
liability company or has the authority to make any contracts,
enter into any transactions, or make any commitments on behalf of this
limited liability company.
6. In addition to the
general authority of the manager(s) of this limited liability company
to act on behalf of this limited liability company in all matters in the
ordinary course of business,
which is hereby confirmed, the manager(s) of this limited liability company are
hereby specifically authorized to act on behalf of this limited liability
company as follows: (a) to enter into and carry out contracts and agreements of
all kinds including but not limited to opening accounts at a bank or other
financial institution; (b) to enter into and carry out contracts and agreements
of all kinds including but not limited to opening securities accounts at a
brokerage firm or other financial institution, including, but not limited to,
investment and management of stocks, bonds, notes, commodities and futures; (c)
to bring and defend actions at law or in equity; (d) to buy, acquire, sell,
lease, convey, exchange, agree to sell or buy, dispose of,
manage, lease or operate real or immovable property, personal or movable
property, whether tangible, intangible, corporeal or incorporeal, including all
property now owned or hereinafter acquired by this limited liability company,
for such consideration as the manager(s) may deem appropriate, including for
cash, credit, a combination of both or exchange of property rights, with such
acts and agreements to contain such terms and conditions as the manager(s) may
deem necessary, proper and/or advisable; (e) to borrow monies for the business
of this limited liability company from any bank, financial institution,
corporation, person or entity and guaranty the debts and obligations of any
person or entity and from time to time make, execute and issue promissory notes
and other negotiable or non-negotiable instruments, continuing guaranties or
evidences of indebtedness, all to be on such terms and conditions and to contain
such rates of interest and repayment terms as the rnanager(s) may deem
necessary; (f) to assign, pledge, mortgage or
grant security interests in or otherwise encumber any real or immovable
property, personal or movable property, whether tangible, intangible, corporeal
or incorporeal including all property now owned or hereinafter acquired by this
limited liability company, and to execute and bind this limited liability
company on any mortgage, assignment, security agreement, financing statement,
pledges
or any other document creating such encumbrances to secure the obligations of
this limited liability company or any other person or
entity with such documents
to contain the usual and customary security clauses, including without
limitation a confession of judgment, waiver of appraisal and pact de non
alienando, all upon such terms and conditions as the manager(s) may deem proper;
and (g) to do and perform all such other things as may be in furtherance of this
limited liability company's purpose and necessary or appropriate to the conduct
of its business.
7. Persons
dealing with this limited liability company may rely upon a certificate of
Pebble Asset Management, L.L.C., the initial managers of this limited liability
company, to establish the membership of any member, the authenticity of any
records of this limited liability company, or the authority of any person to act
on behalf of this limited liability company, including but not limited to the
authority to take the actions referred to in La. R.S. 12:1318(B).
8. At any
time there are no members, provided that the limited liability company is not
dissolved and is not required to be wound up, and unless otherwise provided in
an operating agreement of this limited liability company, within 90 days of the
occurrence of the event that terminated the continued membership of the last
remaining member, the executor, administrator or other legal representative of
the last remaining member may agree in writing to continue the limited liability
company and to the admission of the executor, administrator or other legal
representative of such member or its nominee(s) or designee(s) to the limited
liability company as a member(s), effective as of the occurrence of the event
that terminated the continued membership of the last remaining
member.
2
9. The full name and street
address of the organizer is:
Richard
Clement
3500 N.
Causeway Blvd, Suite 160
Metairie,
LA
70002
Thus
executed on this 6th day of July 2009
| /s/ Richard Clement | |
| Richard Clement, ORGANIZER |
3
ACKNOWLEDGMENT
STATE OF
LOUISIANA
PARISH OF
ORLEANS
BE IT
KNOWN, that on this 6th day of August, 2009, before me, the undersigned
Notary Public, duly commissioned, qualified and Sworn within and for the State
and Parish aforesaid, personally came and appeared Richard Clement to me known
to be the identical person who executed the above and foregoing instrument, who
declared and acknowledged to me, Notary, in the presence of the undersigned
competent witnesses, that he executed the above and foregoing instrument of his
own free will, as his own act and deed, for the uses, purposes and benefits
therein expressed.
WITNESSES
:
| /s/ Philippe J. Langlois | /s/ Richard Clement |
| Print Name: Philippe J. Langlois | Richard Clement, ORGANIZER |
| /s/ Betty Giandelone | |
| Print Name: Betty Giandelone |
4
INITIAL
REPORT
OF
PEBBLE
U.S. MARKET FUND, L.L.C.
1. The
location and municipal address of the company's registered office
is:
3500 N.
Causeway Blvd, Suite 160
Metairie,
LA
70002
2. The full
name and municipal address of the company's registered agent is:
Philippe
J. Langlois
909
Poydras Street
Suite
2300
New
Orleans, Louisiana 70112
3. The names and
municipal addresses of the company's managers are:
Pebble
Asset Management, L.L.C.
c/o
Richard Clement
3500 N.
Causeway Blvd, Suite 160
Metairie,
LA 70002
| /s/ Richard Clement | |
| Richard Clement, ORGANIZER |
5
AGENT'S
AFFIDAVIT AND ACKNOWLEDGMENT OF ACCEPTANCE
I hereby
acknowledge and accept the appointment of registered agent for and on behalf of
PEBBLE U.S. MARKET FUND, L.L.C.
| /s/ Philippe J. Langlois | |
| Philippe J. Langlois |
Sworn to
and subscribed before me
this 6th
day of August, 2009
6