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96



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.. 5 I
??Undox Section 203 of the; Limited Liability m! LII
at tho Stats at In York 



1%

ms being a naturai person of at leafs?
eighteen (18) years of age and acting as the organizer of the I
limited liability company "Company?) hereby being (and undo:
Section am at th? Limited Liability Company Law of the Stat. 01'
New York (the ?1.ch certifies that: i 5 5 

FIRST: The name of the Company is FIELDBRIDGE 588? ""138



8300be The purpose of the Company is tam and asp-rat.
a highrise housing complex located in the area bounded by Buford

Avenue, Sullivan Place, Mcxcever Place and Strut,

3'
Brooklyn, New York 


THIRD: Tina county within the Stat. of Row York in 
the office of the Company is to be located i: 939?!) My.?

 

FOURTH: In addition to the of dissolution unto

forth in Section 701 or the LLCL, if not proviously dissolved, 

Company shall be dissolved.cn December 31, 2040, or on such earlier

date as the company shall 3311 or otharwisc dispcic ?02 the 

aforesaid high-rise housing complex; providcd, however; that 1! a
purchase no ney mortgage is receivea by the Calpan" as part of th.
consideration for the sale, the Company shall continue until tho

mortgage has boon satisfied or otherwiaa_dicposcd of.

The So?t; mt ry at qtate is designated as tho agent 

of the Company upon whom process against the Company may be served.

Tho post office address within or without the Statc of Row Yorki?o

which the Socrotary of State shall mail a copy_o? any proccls.

against the Company aerved upon such Secretary of stat. is c/c
SIMEON F. GROSS ELLIOT s. GROSS, ?808., 371 Herrick Rand,
Rockville Centre, New York 11570. 1 

BIXTK: The Company is to be aonaged by on. or I020

. - ..
member?. a . 4t

sxvnuwnx The Company shall indoonity, to tho full 
permitted by the LLCL, as amendod from tin. to tilt, all person.
whom it is permitted to indemnity pursuant 

xxaawn: When acting on nattorc subjact to the of,
the members, notwithstanding that tho ?COIpany is rant about


.?1??omit?? nu

 

insolvent, all members shall take into account the mum: at 
creditors of tno Company as well an the interest. at the mu 

the compa ny .

The Company shall be prohibited tie! tiling 3
voluntary bankruptcy petition or from ooneenting or ecqu1:5?tn? to
an involuntary petition without the artimtive vote of 311 
of the company. 

.1 

?73356 manor, II have ?13!)th ?311.. 



and do hereby af?rm the foregoing as true under the with of?
perjury this 24th day of ?ay, 1995.!

 
 
 

  

zLuo'rzs. moss. 
371 Herrick Road - -. .g 

 

Rookvillo Centre, New York 13.8?9? 



 

?f
is

3?3ch 1 F970624000012. E-

CIRTIFICLTI 0? 
ARTIQLBB 0? ORGANISATIOI

-ot- 

Under Section 214 of the niuited Liability Company Law
Ottitti

5
"vi

1. The name of the limited liability company is

FIELDBRIDGE ASSOCIATES LLC (the "Company").

2. The date of filing of the Articles of Organization

is May 25, 1995.

3. The Articles of Organization are hereby restated with
amendment to effect one or more of the amendments authorized by

this chapter, to wit:

Paragraph dealing with the purpose of

the Company?

Paragraph dealing with the term or



existence of the Company.

paragrabh dealing with the name of the

agent for the service of process.

 Paragraph dealing with the persons to

manage the affairs of the Company.

Paragraph a new paragraph, which

sets forth information as to exculpation of the managers.

By reason of the addition of the foregoing new

paragraph, the remaining paragraphs have been renumbered.

The te?iabf the Articles of Organization is hereby restated, as?
amended, to read as follows: 




Under Section 203 of the Lilitod Liability company new
of the state of New York

a o_a a a a a 

THE UNDERBIGNBD, being a natural person of at least
eighteen (18) years Of age and acting as the organizer of the
limited liability company (the "Company") hereby being formed under
Section 203 of the Limited Liability Company Law of the State of

New York (the certifies that:

FIRST: The name of the Company is FIELDBRIDGE ASSOCEATES

LLC.

SECOND: The purpose of the Company is only to own and
operate a highrise housing complex located in the area hounded by
Bedford Avenue, Sullivan Place, McKeever Place and Montgomery

Street, Brooklyn, New York.

THIRD: The county within the State of New York in which

the office of the Company is to be located is Nassau County.

FOURTH: In addition to the events of dissolution set
forth in Section 701 of the LLCL, if not previously the
?Company shall be dissolved on December 31, 2045, or on such earlier
date as the company shall sell or otherwise dispose of the
aforesaid high-rise housing complex, provided, however, that if a
purchase money mortgage is received by the Company as part of the
consideration for the sale, the Company shall continue until the

mortgage has been satisfied or otherwise disposed of.

FIFTH: The Secretary of State is designated as the agent
of the Company upon whom process against the Company may be served.
The post office address within or without the State of New York to
which the Secretary of State shall mail a copy of any process
against the Company served upon such Secretary of State is
0/0 GROSS GROSS LLP, 371 Merrick Road, Rooxville Centre, New York
11570. 

SIXTH: The Company is to be managed by one or more

managers.



SEVENTK: A Manager shall not be personally liable to the
Company or its members for damages for_any breach 013duty as a
manager, except for any matter in respect of which such manager
shall be liable by reason that, in addition to any and all other
requirements for such liability, there shall have been a judgment
or other final adjudication adverse to such manager establishing
that such manager's acts or omissions were in bad faith or involved
intentional misconduct or a knowing violation of law, or that such
manager personally gained in fact a financial profit or other-
advantage to which such manager was not legally entitled, or that
with respect to a distribution which is the subject of Section 508
of the LLCL, such manager?s acts were not performed in accordance
with Section 409 of the LLCL. Neither the amendment nor the repeal
of this Article shall eliminate or reduce the effect of this
Article in respect to any matter occurring, or any cause of action,
suit or claim that, but for this Article, would accrue or arise,
prior to such amendment, repeal or adoption of an inconsistent

provision.

EIGHTH: The Company shall indemnify, to the full extent
permitted by the LLCL, as amended from time to time, all persons

whom it is permitted to indemnify pursuant thereto.

NINTH: When acting on matters subject to the vote of the
members, notwithstanding that the Company is not then insolvent,

all members shall take into account_the interest of the creditors



 

 

of the Company as well as the interests or the members of the

Compeny.

rzurn: The Company shall be prohibited from filing a
voluntary bankruptcy petition or from consenting or acquiescing to
an involuntary petition without the affirmative vote or all members

of the Company.

IN IITXEBB IHBRBOP, I have subscribed this Certificate

and do hereby affirm the foregoing as true under.the penalties at

perjury, this day of June, 1997.

MW

ELLIOT S. Hemw
371 Merrick Road
Rockville Centre, New York 11570