Exhibit 3.19
ARTICLES OF INCORPORATION
OF
TENSTAR CORPORATION
The undersigned, acting as incorporator of TENSTAR CORPORATION under the Florida Business Corporation Act, adopts the following Articles of Incorporation.
ARTICLE I
NAME
The name of the corporation is: TENSTAR CORPORATION
ARTICLE II
DURATION
The duration of the Corporation will be perpetual.
ARTICLE III
PURPOSE
The general purpose or purposes for which the Corporation is organized is to transact any and all lawful businesses for which a corporation may be incorporated under the Florida Business Corporation Act.
ARTICLE IV
PRINCIPAL OFFICE
The principal office of the Corporation shall be: 6262 Sunset Drive, PH1, Miami, Florida 33143.
ARTICLE V
AUTHORIZED SHARES
The maximum number of shares of that the Corporation is authorized to issue is Ten Thousand (10,000) shares of Common Stock without par value.
ARTICLE VI
INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation is 6262 Sunset Drive, PH 1, Miami, FL 33143, and the name of the Corporation’s initial registered agent at that address is Jeanette E. Marbert, Esq.
ARTICLE VII
INITIAL BOARD OF DIRECTORS
The corporation shall have three (3) directors initially. The number of directors may be increased or diminished from time to time, as provided in the Bylaws. The name and addresses of the directors are:
Name | | Address |
| | |
Craig M. Nash | | 6262 Sunset Dr., PH1, Miami, FL 33143 |
Paul M. Rishell | | 6262 Sunset Dr., PH1, Miami, FL 33143 |
E. Kirk Shelton | | 707 Summer Street, Stamford, CT 06901 |
ARTICLE VIII
INCORPORATOR
The name and street address of the incorporator is:
Name | | Address |
| | |
Jennifer A. West | | 6262 Sunset Dr., PH1, Miami, FL 33143 |
ARTICLE IX
INDEMNIFICATION
To the extent permitted by law, the Corporation shall indemnify any person who was or is a party to any proceeding by reason of the fact that he is or was a director, officer, employee, or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise against liability incurred in connection with such proceeding, including any appeal thereof, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The Corporation shall reimburse each person for all costs and expenses, including attorneys’ fees, reasonably incurred by him in connection with any such liability in the manner provided for by law or in accordance with the Corporation’s Bylaws.
The rights accruing to any person under the foregoing provision shall not exclude any other right to which he may be lawfully entitled, nor shall anything therein contain or restrict the right of the Corporation to indemnify or reimburse such person in any proper case even though not specifically provided for herein.
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IN WITNESS WHEREOF, the undersigned incorporator has executed these Articles of Incorporation this 29th day of June, 1995.
| /s/ Jennifer A. West |
| Jennifer A. West, Incorporator |
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ACCEPTANCE OF APPOINTMENT AS REGISTERED AGENT
Having been designated as registered agent for TENSTAR CORPORATION in the foregoing Articles of Incorporation, I, Jeanette E. Marbert, accept the appointment as registered agent and hereby agree to accept service of process for said corporation and to comply with all statutes relative to the complete and proper performance of the duties of a registered agent. I am familiar with and accept the obligations of my position as registered agent.
| /s/ Jeanette E. Marbert |
| Jeanette E. Marbert |
| |
| June 29, 1995 |
| Date |
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ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION OF
TENSTAR CORPORATION
Pursuant to the provisions of Section 607.1006, Florida Statutes, Tenstar Corporation (the “Corporation”) adopts the following Articles of Amendment to its Articles of Incorporation:
ARTICLE I
The name of the Corporation is Tenstar Corporation.
ARTICLE II
The following amendment was proposed by the Board of Directors of the Corporation on April 9, 1997:
NOW, THEREFORE, BE IT RESOLVED that Article I of the Articles of Incorporation of the Corporation be deleted in its entirety and replaced with he following new Article I:
ARTICLE I - NAME
The name of the Corporation is: Interval Resort & Financial Services, Inc.
ARTICLE III
The Sole Shareholder approved of the foregoing amendment by written consent and, therefore, the number of votes cast was sufficient for approval.
DATED this 9th day of April, 1997.
TENSTAR CORPORATION
By: | | /s/ Craig M. Nash | |
| Craig M. Nash, President | |
| | |
Attest: | /s/ Jeanette E. Marbert | |
| Jeanette E. Marbert, Secretary | |
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