CATO CONGLOMERATED, L.L.C.

ARTICLES OF ORGANIZATION OF CATO CONGLOMERATED, L.L.C.
The undersigned, for the purposes of forming a Limited Liability Company under the Arizona Limited Liability Company Act (the “Act”), hereby makes, acknowledges and files the following Articles of Organization:
ARTICLE I Name and Registered Office The name of the Limited Liability Company shall be CATO CONGLOMERATED, L.L.C. Its registered office is located at 2901 N. 78th Street, Scottsdale, AZ 85251, and may transact its business and maintain offices for such purposes at such other places either within or without the State of Arizona.
ARTICLE II Registered Agent The name and address of the Limited Liability Company’s registered agent in the State of Arizona is: Neal G. Horenstein, a Professional Association, 3130 N. Third Avenue, Suite 300, Phoenix, AZ 85013.
ARTICLE III Business Purpose This Limited Liability Company intends to engage in any lawful business, whether for profit or not, subject to any provision of law governing or regulating such business within this State.
ARTICLE IV Members This Limited Liability Company is being formed with one or more members as provided under Arizona Laws. If however, there be two or more members, their interest, participation and voting rights may be allocated between different classes of members as may be authorized under regulations duly adopted in an Operating Agreement.
ARTICLE V Management The management of the business affairs and property of this Limited Liability Company shall be vested in one or more managers who need not be members with full authority to actively manage the business affairs and property of this Limited Liability Company, subject to the rights, powers and duties authorized pursuant to the Operating Agreement duly adopted by the members. The name and address of the person who shall serve as manager of this Limited Liability Company at the time of its formation and those persons who own twenty percent (20%) interest or more in the capital of the Limited Liability Company are as follows: NAME: Christopher D. Becraft, ADDRESS: 2901 N. 78th Street, Scottsdale, AZ 85251; Tracy C. Becraft, 2901 N. 78th Street, Scottsdale, AZ 85251.
ARTICLE VI Duration The Limited Liability Company shall continue in existence perpetually, unless the Limited Liability Company is dissolved as provided for in the Operating Agreement of the Limited Liability Company or under the Act.
ARTICLE VII Record Date The record date of this Limited Liability Company for the purposes of winding up its year end business affairs, which may include the appointment, resignation, withdrawal or expiration of the term of any appointed manager, or the assignment and transfer of any Member’s interest and voting rights, or any other operational matters, shall be December 20th of each year.
ARTICLE VIII Capitalization This Limited Liability Company shall be initially capitalized with capital contributions made by its Members, who may contribute, or promise to contribute cash, property or services. The value of the capital contributions of property or services is the fair market value of such property or services either at the time the property is lawfully transferred or the services rendered to this Limited Liability Company
ARTICLE IX Limitation of Liability The members, managers, employees, officers or agents of this Limited Liability Company are not liable, solely by reason of being a member, manager, employee, officer or agent of this Limited Liability Company for the debts, obligations and liabilities incurred by this Limited Liability Company whether arising in contract or tort, under a judgment decree or order of a court or otherwise.
ARTICLE X Lawful Agents The management of this Limited Liability Company is vested in one or more managers, as provided herein, and a member is not an agent of this Limited Liability Company for the purpose of carrying on its business in the usual way, as the manager is the lawful agent of this Limited Liability Company and whose acts, including the execution in the name of this Limited Liability Company of any document, instrument or business papers for the purpose of carrying on its business in the usual way, legally binds this Limited Liability Company in every business transaction.
ARTICLE XI Assignment of Members Interest The interest of any member may be assigned in whole or in part to a third party or parties, provided, however, such assignment does not dissolve this Limited Liability Company; nor does it entitle the assignee to participate in the management of the business and affairs of this Limited Liability Company, unless provided for in the duly adopted Operating Agreement. If an interest in this Limited Liability Company is acquired directly from this Limited Liability Company upon the unanimous consent of all members, then such an additional member is entitled to all of the rights, privileges, immunities and restrictions accorded all members pursuant to the duly adopted Operating Agreement.
ARTICLE XII Indemnification This Limited Liability Company shall indemnify every manager, employee, officer, agent or any other persons performing the usual business of this Limited Liability Company, or his or her heirs, executors and administrators, against expenses reasonably incurred by him or her in connection with any action, suit or proceeding holding such person to be liable for negligence or misconduct. In the event of a settlement, indemnification shall be provided only in connection with such matters covered by the settlement as to which this Limited Liability Company is advised by counsel that the person to be indemnified did not commit such breach of duty; however, this right of indemnification shall not be exclusive of other rights to which he or she may be entitled. And as used in this Article, expenses shall include amounts of judgments, penalties or fines rendered or levied against such manager or member, and the amounts paid in settlement thereof, provided, however, such payments shall have been approved by all the members of this Limited Liability Company.
ARTICLE XIII Action by Consent Any action taken by the members or managers, whichever is vested with the management of the business and affairs of this Limited Liability Company, which significantly effects either the capital or liability of this Limited Liability Company shall be first duly authorized by the written unanimous consent of all of the managers or members, whichever is applicable.
ARTICLE XIV Operating Agreement The Members shall adopt an Operating Agreement at the Organizational Meeting that will direct the management, regulation and government of the business affairs and property of this Limited Liability Company. Said Operating Agreement may be amended from time to time by the Members of this Limited Liability Company.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his name on the 10 day of November, 2010. /s/ Christopher D. Becraft, Organizer and Managing Member, 2901 N. 78th Street, Scottsdale, AZ 85251. CONSENT OF STATUTORY AGENT. I, Neal G. Horenstein, the President of NEAL G. HORENSTEIN, Professional Association, an Arizona corporation, whose principal address in this State is 3130 North Third Avenue, Suite 300, Phoenix, AZ 85013; having been appointed to act as Statutory Agent for CATO CONGLOMERATED, L.L.C., BY THESE PRESENTS, hereby consents to act in that capacity until removal or resignation is submitted in accordance with the laws of this State. DATED this 10th day of November, 2010. NEAL G. HORENSTEIN, A Professional Association, By /s/ Neal G. Horenstein, 3130 North Third Avenue, Suite 300, Phoenix, AZ 85013.
2/4, 2/11, 2/18, 2011 editions Arizona Capitol Times