Exhibit 3.8
RESTATED OPERATING AGREEMENT
OF
OPRYLAND HOSPITALITY, LLC
THIS RESTATED OPERATING AGREEMENT (the “Agreement”), effective as of May 10, 2003, is by and among the Members (as hereinafter defined).
Recitals:
Opryland Hospitality, Inc., a Tennessee corporation (the “Corporation”) filed on November 30, 2000 Articles of Conversion with the Tennessee Secretary of State resulting in the conversion of the Corporation to Opryland Hospitality, LLC (the “Company”). Gaylord Hotels, LLC is now the sole member of the Company. The Members now wish to set forth their mutual rights and obligations with respect to the Company.
NOW, THEREFORE, in consideration of the mutual promises, covenants and undertakings contained herein and other good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby acknowledged, the Members hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1Definitions. As used in this Agreement, the following terms shall have the indicated meanings:
“Act” means the Tennessee Limited Liability Company Act, as in effect on the date hereof and as from time to time amended.
“Agreement” means this Operating Agreement, as from time to time amended.
“Articles” means those certain Articles of Organization of the Company set forth in the Articles of Conversion of the Company filed with the Secretary of State of Tennessee pursuant to which the Company was formed.
“Company” is defined in the Recitals above.
“Members” means, collectively, and “Member” means, individually, persons owning some Membership Interest in the Company and listed onExhibit A hereto, as from time to time amended.
“Membership Interest” means the Member’s interest in the Company, as set forth onExhibit A hereto, as from time to time amended.
ARTICLE II
MANAGEMENT
Section 2.1Member Management of Company. The overall management of the business and affairs of the Company shall be exercised by or under the direction of the Members. Except where expressly provided herein to the contrary, all decisions with respect to the management of the Company shall be made by the Members.
Section 2.2Managers. Managers of the corporation shall be appointed by the Members to perform all duties as may be prescribed by the Members from time to time.
Section 2.3Term of Office. Each manager shall hold office at the pleasure of the Members or until such officer’s death or such manager shall resign or shall have been removed in the manner hereinafter provided.
Section 2.4Resignation and Removal of Directors. A manager may resign at any time by giving notice to the Company. The Members may remove any manager at any time with or without cause.
Section 2.5Vacancies. A vacancy in any manager’s position may be filled by the Members.
Section 2.6Duties of Managers. The managers of the Company, if and when elected by the Members, shall have the authority, acting individually, to bind the Company and shall have such duties as specified from time to time by Members.
ARTICLE III
AMENDMENT
This Agreement may only be amended, modified or supplemented upon the affirmative vote of the Members holding at least a majority of the Membership Interests.
IN WITNESS WHEREOF, the Members have caused this Agreement to be executed by themselves or their duly authorized representatives as of the day and year first set out above.
GAYLORD HOTELS, LLC as Sole Member: | ||
| By | /s/ David C. Kloeppel | |
| Name: | David C. Kloeppel | |
| Title: | Executive Vice President | |
Exhibit A
Member Name | Membership Interest | |
| Gaylord Hotels, LLC | 100.0% | |