Exhibit 3.23
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| | Articles of Organization Limited-Liability Company (PURSUANT TO NRS 16) STATE OF NEVADA Secretary of State | | Filing fee: $125 |
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| (For Office Use Only) | | (For Office Use Only) |
IMPORTANT: Read instructions on reverse side before completing this form.
TYPE OR PRINT (BLACK INK ONLY)
| 1. | Name of Limited Liability Company:HILTON GRAND VACATIONS DEVELOPMENT COMPANY - LAS VEGAS, LLC |
| 2. | Dissolution Date (latest date upon which the company is to dissolve):12/31/2097 |
| 3. | Resident Agent: (designated resident agent and theSTREET ADDRESS in Nevada where process may be served) |
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| Name of Resident Agent: | | CSC SERVICES OF NEVADA, INC. |
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| Street Address: | | 502 East John Street | | Carson City, NV 89706 |
| | Street No. | | Street Name | | Zip |
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| | Attn: Richard Barrier |
| Mailing Address (if different): | | 9336 Civic Center Dr., Beverly Hills, CA 90210 |
| 4. | Right of remaining members of the company to continue the business on the death, retirement, resignation, expulsion, bankruptcy or dissolution of a member or occurrence of any other event which terminates the continued membership of a member in the company: |
X YES NO
| 5. | Management: The company shall be managed by X manager(s) OR members |
Names and addresses of manager(s) or members: (attach additional pages if necessary)
If managed by members, members may contract debts on behalf of the company YES NO
| 6. | Other matters: This form includes the minimal statutory requirements to organize under NRS 86. Please attach any other information deemed appropriate. Number of pages attachedONE (1) |
| 7. | Signature of organize(s): The name(s) and address(es) of the organizer(s) executing the articles: |
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| (Signature must be notarized) (Attach additional pages if there are more than two organizers.) |
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Richard G. Barrier | | | | |
| Name (print) | | | | | | Name (print) | | |
9336 Civic Center Dr. Beverly Hills, CA 90210 | | | | |
| Address | | City/State/Zip | | | | Address | | City/State/Zip |
| /s/ Richard G. Barrier | | 12/15/97 | | | | |
| Signature | | Date | | | | Signature | | Date |
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| This instrument was acknowledged before me on | | | | This instrument was acknowledged before me on |
| December 15, 1997, by | | | | | | , 19 , by | | |
Richard G. Barrier | | | | |
| Name of Person | | | | | | Name of Person |
| as organizer | | | | | | as organizer | | |
| ofHilton Grand Vacations Development Company - Las Vegas, LLC | | | | of | | |
| (name of party on behalf of whom instrument was executed) | | | | (name of party on behalf of whom instrument was executed) |
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/s/ David Marote [Seal] David Marote Comm.#1031494 Notary Public—California Los Angeles County Comm. Expires June 30, 1998 | | | | Notary Public Signature |
| | | | (affix notary stamp or seal) |
| 8. | Certificate of acceptance of appointment of resident agent: I,CSC Services of Nevada, Inc. hereby accept appointment as resident agent for the above named limited-liability company. |
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by: /s/ [Illegible Signature] | | | | December 17, 1997 |
| Signature of resident agent | | | | Date |
HILTON GRAND VACATIONS DEVELOPMENT
COMPANY - LAS VEGAS, LLC
MANAGEMENT COMMITTEE
Donald L. Harrill
6355 MetroWest Blvd., #180
Orlando, FL 32835
Ted Middleton
9336 Civic Center Drive
Beverly Hills, CA 90210
Antoine Dagot
6355 MetroWest Blvd., #180
Orlando, FL 32835
December 15, 1997
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| [Seal] | | ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4520 (775) 684-5708 Website: www.nvsos.gov | | | | |
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Amendment to Articles of Organization (PURSUANT TO NRS 86.221) | | | | |
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| USE BLACK INK ONLY - DO NOT HIGHLIGHT | | ABOVE SPACE IS FOR OFFICE USE ONLY |
Certificate of Amendment to Articles of Organization
For a Nevada Limited-Liability Company
(Pursuant to NRS 86.221)
1. Name of limited-liability company:
Hilton Grand Vacations Development Company - Las Vegas, LLC.
2. The company is managed by: ☒ Managers OR ☐ Members
(check only one box)
3. The articles have been amended as follows: (provide article numbers, if available)*
Article 1: Name of Limited Liability Company:
Hilton Grand Vacations Management, LLC.
4. Signature (must be signed by at least one manager or by a managing member):
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| X | | /s/ Rebecca L. Sloan |
| | Signature |
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| * | | 1) | | If amending company name, it must contain the words“Limited-Liability Company,” “Limited Company,” or“Limited,” or the abbreviations“Ltd.,” “L.L.C.,” or“L.C.,” “LLC” or“LC.” The word“Company” may be abbreviated as“Co.” |
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| | 2) | | If adding managers, provide names and addresses. |
FILING FEE: $175.00
IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.
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| This form must be accompanied by appropriate fees. | | Nevada Secretary of State 86.221 DLLC Amendment Revised: 10-16-09 |
Attachments
CERTIFICATE OF AMENDMENT
TO THE
ARTICLES OF ORGANIZATION
OF
HILTON GRAND VACATIONS DEVELOPMENT COMPANY- LAS VEGAS, LLC
Hilton Grand Vacations Development Company- Las Vegas, LLC, a limited liability company organized and existing under the laws of the State of Nevada (the “Company”) pursuant to Section 86.221 of the Nevada Revised Statutes, does hereby certify as follows:
1. The name of the Company is Hilton Grand Vacations Company-Las Vegas, LLC.
2. The original Articles of Organization of the Limited Liability Company was filed with the office of the Secretary of State of Nevada on December 22, 1997.
3. The amendment of the Articles of Organization set forth herein has been duly adopted by the Managers of the Company in accordance with the provisions of Section 86.221 and 86.291 of the Nevada Revised Statutes.
4. Article First of the Articles of Organization are hereby amended to read in its entirety as follows:
“First: The name of the Limited Liability Company is Hilton Grand Vacations Management, LLC”
IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Company and on behalf of the Company in the capacity specified under the undersigned’s name, has duly executed this Certificate of Amendment as of this 12 Day of November, 2010.
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| /s/ Rebecca L. Sloan |
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| Name: | | Rebecca L. Sloan |
| Title: | | Senior Vice President, General Counsel and Secretary |
ACTION TAKEN BY WRITTEN CONSENT
OF THE SOLE MEMBER OF
HILTON GRAND VACATIONS DEVELOPMENT COMPANY-LAS VEGAS, LLC
a Nevada limited liability company
The undersigned, being the sole Member ofHILTON GRAND VACATIONS DEVELOPMENT COMPANY- LAS VEGAS, LLC (the “Company”), a Nevada limited liability company, does hereby vote for, consent to, authorize and adopt the following resolutions with the same force and effect as if the undersigned had been present, either personally or by proxy, at a special meeting of the Company’s members and had voted for the same:
RESOLVED, the Limited Liability Company hereby approves changing the name of the Company from Hilton Grand Vacations Development Company- Las Vegas, LLC to “Hilton Grand Vacations Management, LLC”.
DATED: November 12, 2010
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| SOLE MEMBER: | | | | HILTON RESORTS CORPORATION, a Delaware corporation |
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| | | | By: | | /s/ Rebecca L. Sloan |
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| | | | | | Rebecca L. Sloan |
| | | | | | Senior Vice President |
ACTION TAKEN BY UNANIMOUS WRITTEN CONSENT
OF THE MANAGEMENT COMMITTEE OF
HILTON GRAND VACATIONS DEVELOPMENT COMPANY- LAS VEGAS, LLC
a Nevada limited liability company
The undersigned, being all of the members of the Management Committee ofHILTON GRAND VACATIONS DEVELOPMENT COMPANY- LAS VEGAS, LLC (the “Company”), a Nevada limited liability company, acting pursuant to and in accordance with Section 86.291 of the Nevada Revised Statutes and the Company’s Operating Agreement do hereby vote for, consent to, authorize and adopt the following resolutions with the same force and effect as if the undersigned had been present, either personally or by proxy, at a special meeting of the Company’s Management Committee and had voted for the same:
WHEREAS, this Management Committee deems it advisable to change the Company’s name to “Hilton Grand Vacations Management, LLC”; and
WHEREAS, the Company’s sole shareholder has approved such name change by executing an Action taken by written consent dated: November 12, 2010.
THEREFORE, IT IS RESOLVED that Article First of the Company’s Articles of Organization be amended in its entirety and read as follows:
“First: The name of the Company is Hilton Grand Vacations Management, LLC”
RESOLVED FURTHER, that the appropriate officers of the corporation be and hereby are, authorized and directed to execute any and all additional documents, and take any other actions, they deem necessary or advisable in order to implement the foregoing resolutions, pursuant to the provisions of Section 86.221 of the Nevada Revised Statutes.
DATED: November 12, 2010
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| /s/ Mark Wang | | | | /s/ K. Robert Kreiger |
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| Mark Wang | | | | K. Robert Kreiger |
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| /s/ Rebecca L. Sloan | | | | |
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| Rebecca L. Sloan | | | | |
