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HomeMy WebLinkAbout330065_LLC Papers_20230705NORTH CAROLINA D partent of The See retary of State To all whom these presents shall come, Greetings: 1, ELAINE F. MARSHALL, Secretary of State of the State of North Carolina, do hereby certify the following and hereto attached to be a true copy of ARTICLES OF ORGANIZATION OF FOXCROFT FARMS, LLC the original of which was filed in this office on the 12th day of April, 2012. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at the City off Raleigh, this 12th day of April, 2012 -07 Secretary of State Document Id: C201210300248 LIMITED LIABILITY COMPANY ARTICLES OF ORGANIZATION •.,1R1[[V t'• 2 10.1 Ji1 R31 North Carolina Secretary of State C201210300248 Pursuant to §57C-2-20 of the General Statutes of North Carolina, the undersigned does hereby submit these Articles of Organization for the purpose of forming a limited liability company. 1. The name. of the Limited liability company is FOXCROFT FARMS, LLC. 2. The. latest date on which the limited liability company is to dissolve is December 31, 2112. 3. The name and address of the organizer executing these articles of organization is as follows: Thomas W. King P. 0. Box 7805 3202 Sunset Avenue, Suite F Rocky Mount, NC 27804 4. The street address and county of the initial registered office of the limited liability company is: 5970 Morningstar Church Road Edgecombe County Battleboro, NC 27809 5. The mailing address of the initial registered office is: 5970 Morningstar Church Road Battleboro, NC 27809 6. The name of the initial registered agent is: Walter P. Bulluck 7. The limited liability company has a principal office whose street address is: 5970 Morningstar Church Road ' Edgecombe County Battleboro, NC 27809 8. The mailing address of the principal office location is: 5970 Morningstar Church Road Battleboro, NC 27809 9. Check one of the following: X (i) Member -managed LLC: all of the members by virtue of their status as members shall be managers of this limited liability company. Manager -managed LLC: except as provided by N.C.G.S. §57C-3-20(a), the members of this limited liability company shall not be managers by virtue of their status as members. 10. These aticles will be effective upon filing. This the � � day of April, 2012.,, ck:s (SEAL) Thoma . King, Organize' OPERATING AGREEMENT OF FOXCROFT FARMS, LLC THIS OPERATING AGREEMENT OF FOXCROFT FARMS, LLC (the "Company"), a limited liability company organized pursuant to the North Carolina Limited Liability Company Act ("the.Act"), is executed effective as of the 23rd day of April, 2012, by and among the persons executing this Agreement as the initial Members (as defined below). ARTICLE I FORMATION OF COMPANY 1.01 Formation. On April 12, 2012, Walter P. Bulluck and Philip Bradley Bulluck (collectively the "Members" and individually a "Member") formed the Company as a North Carolina Limited Liability Company by executing and delivering Articles of Organization to the Secretary of State of North Carolina in accordance with the provisions of the Act. 1.02 Agreement. For and in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Members executing the Operating Agreement hereby agree to the terms and conditions of this Operating Agreement (inclusive of the Appendix attached hereto and incorporated herein be reference), as such may be amended from time to time according to its terms. Notwithstanding any other provision contained in this Operating Agreement, it is the expressed intent of the Members that the Company shall conform to the federal, state and local tax laws as such currently exist and as amended in the future. To the extent any provision of the Operating Agreement is prohibited or ineffective under such laws or the Act, the Operating Agreement shall be considered amended to the smallest degree possible in order to conform to such laws or the Act. 1.03 Name. The name of the Company is FOXCROFT FARMS, LLC. 1.04 Business of Company. The general nature of the business operations of the Company shall be (a) farming operations and (b) the conduct of any such other business activities as are authorized by the Act. 1.05 Independent Activities. Each Member may engage in any capacity (as owner, employee, consultant, or otherwise) in any activity, whether or not such activity competes with or is benefitted by the business of the Company, without being liable to the Company or the other Members for any income or profit derived from such activity. No Member shall be obligated to make available to the Company or any other Member any business opportunity of which such Member is or becomes aware. 1.06 Principal Place of Business. The Company's principal place of business within the State of North Carolina is 5970 Morningstar Church Road, Battleboro, Edgecombe County, North Carolina. The Company may locate its places of business and registered office at any other place or places as the Members may from time to time deem advisable. 1.07 Registered Office and Registered Agent. The Company's initial registered office shall be at the office of its registered agent at 5970 Morningstar Church Road, Battleboro, Edgecombe County, North Carolina, and the name of its initial registered agent at such address is Walter P. Bulluck. The registered office and registered agent may be changed from time to time by filing the address of the new registered office and/or the name of the new registered agent with the Secretary of State of North Carolina pursuant to the Act and the applicable rules promulgated thereunder. 1.08 Term. The Company shall be dissolved and its affairs wound up in accordance with the Act and the Operating Agreement on December 31, 2112 unless the term shall be extended by amendment to the Operating Agreement and the Articles of Organization, or unless the Company shall be sooner dissolved and its affairs wound up in accordance with the Act or the Operating Agreement. 1.09 Definitions. Capitalized words and phrases not otherwise defined in this Operating Agreement are defined in and shall have