Exhibit 3.111
ARTICLES OF INCORPORATION
OF
OWNERS’ RESORTS AND EXCHANGE, INC.
(A Utah Non-Profit Corporation)
I, the undersigned, as a natural person of the age of twenty-one years or more, acting as incorporator of a non-profit corporation under the Utah Non-Profit Corporation Act and Co-operating Association Act, adopt the following Articles of Incorporation for such non-profit corporation.
ARTICLE I
NAME
The name of this non-profit corporation is the Owners’ Resorts and Exchange, Inc. (hereinafter referred to as the “Association”).
ARTICLE II
DURATION
This organization shall have perpetual existence.
ARTICLE III
GOVERNANCE
The Articles of Incorporation and the By-Laws will be the instruments of governance of this Association in all its practices. The By-Laws shall provide for the governing structure of the Association.
ARTICLE IV
PURPOSES AND POWERS
The purposes and powers for which this non-profit corporation is organized are as follows:
1. To manage and operate resorts owned or managed by the Association’s members,
including the collection of fees, maintenance and repair of said resorts, administration of licensing and other duties and responsibilities pursuant to the operation of this organization to benefit Members.
2. To own and disburse real property acquired by the Association, invest and reinvest the same; to hold, either absolutely or in trust for any of said purposes, funds and property of all kinds subject only to limitations or conditions imposed by law or the instrument under which said property is received; to sell, lease, convey or otherwise dispose of any such property and to invest and reinvest the same or any proceeds thereof and to deal with and expend the principal and income for any of said purposes; to act as Trustee; and, in general, to exercise any, all and every power, including trust powers, which is permitted a not-for-profit organization under the laws of the State of Utah for the foregoing purposes to be authorized to exercise.
3. All of the assets and income of the Association shall be used only for the purposes hereinabove set forth, including the payment of expenses incident thereto, and no part of the assets or income of the Association shall be distributable to its members, directors or officers (except reasonable compensation as permitted in U.C.A. §16-6-42) and no substantial part of its carrying out of propaganda or otherwise attempting to influence legislation, and the Association shall not participate in any political campaign on behalf of any candidate for public office.
ARTICLE V
MEMBERSHIP AND STOCK
1. The Membership will consist of the owners of the stock of the Association. There shall be two (2) classes of members and stock evidencing said membership. Said classes are as follows:
a. The Association is authorized to issue 5,000,000 shares of “Class A” stock, no par value. The members holding said shares of stock shall be entitled to one (1) vote per share.
b. The Association is authorized to issue 2,560 shares of “Class B” stock, no par value. The members holding said shares of stock shall not be entitled to vote. RUTI-Sweetwater, Inc., a Delaware corporation, shall be the initial recipient of all Class B stock.
2. The manner of appointment, the qualifications and rights of the members, any provisions for termination or forfeiture of membership and/or stock shall be set forth in the By-Laws.
3. So long as it is not inconsistent with any requirements contained in the By-Laws, any individual, corporation, and/or entity may possess one (1) or more shares of stock in the Association.
ARTICLE VI
ASSESSMENTS
Members of the Association shall be subject to assessments by the Association from time to time in accordance with the provisions of the Bylaws and applicable law and shall be liable to the Association for payment of such assessments. Members of the Association shall not be individually or personally liable for the debts or obligations of the Association.
ARTICLE VII
AMENDMENTS
Subject to the appropriate laws of the State of Utah, the Articles of Incorporation of the Association may be altered or amended at a meeting of the members or by petition, provided notification or intent to change has been filed with the Board of Trustees of the Association twenty (20) days prior to said meeting. The proposed amendment shall be adopted if it receives two-thirds (2/3) of the votes of the voting members who cast their votes.
ARTICLE VI
BOARD OF TRUSTEES:
The Board of Trustees shall consist of at least three (3) persons. The names and addresses of the initial governing Board are as follows:
Roger Cottle | Ruth K. Hammond |
6764 Olivet Drive | 429 South 1300 East |
Salt Lake City, UT 84121 | Salt Lake City, Utah 84102 |
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K. Ray Hammond | John Homer |
P.O. .Box 9064 | 455 E. 500 S. #305 |
Salt Lake City, UT 84109 | Salt Lake City, Utah 84111 |
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William Stromberg | Boyd Twiggs |
4238 College Drive | 322 North Locust |
Ogden, Utah 84403 | Midvale, Utah 84047 |
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West Bosles |
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1391 Deborah Drive |
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Santa Anna, CA 92705 |
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ARTICLE IX
INCORPORATOR
The, name and address of the incorporator is as follows:
| Joseph E. Hatch |
| 257 East 200 South |
| Suite 640 |
| Salt Lake City, Utah 84111 |
ARTICLE X
PRINCIPAL OFFICE AND REGISTERED AGENT
The principal office of the association shall be 257 East 200 South, Suite 640, Salt Lake City, Utah 84111. The Association’s initial registered agent at the principal office shall be Joseph E. Hatch who, by his signature below, acknowledges his appointment as registered agent of the Association.
| /s/ Joseph E. Hatch |
| Joseph E. Hatch |
| Registered Agent |
DATED this 27th day of October, 1987.
| /s/ Joseph E. Hatch |
| Joseph E. Hatch |
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION OF
OWNERS’ RESORTS AND EXCHANGE, INC.
(a Utah Non-Profit Corporation)
Pursuant to Utah Code Annotated Section 16-6-51 (1953, as amended). Owners’ Resorts and Exchange, Inc. adopts the following Articles of Amendment to the Articles of Incorporation:
ARTICLE I
The name of the non-profit corporation is Owners’ Resorts and Exchange, Inc. (hereinafter referred to as the “Association”).
ARTICLE II
The following amendments to the Articles of Incorporation were adopted on the 25th day of January, 1992, in a manner prescribed by the laws of the State of Utah and the Articles of Incorporation of the Association:
A. Article V Membership and Stock is amended to read as follows:
1. The Membership will consist of the owners of the Stock of the Association. There shall be one (1) class of members and stock evidencing said membership. The Association is authorized to issue 5,000,000 shares of “Class A” stock, no par value. The members holding said shares of stock shall be entitled to one (1) vote per share.
2. The manner of appointment, the qualifications and rights of the members, any provisions for termination or forfeiture of membership and/or stock shall be set forth in the By-Laws.
3. So long as it is not inconsistent with any requirements contained in the By-Laws, any individual, corporation, and/or entity may possess one (1) or more shares of stock in the Association.
B. Article XI Associate Members is added and reads as follows:
The Board of Trustees, as may be provided by the By-Laws of the Association, may admit associate members to the Association. The associate members shall have no voting rights nor equity in the Association.
ARTICLE III
These Amendments were adopted at a meeting of the members on the 25th day of January, 1992, at which a quorum was present. Such Amendments received at least two-thirds of the votes of the voting members who were present at the meeting or represented by proxy and who cast their vote.
Executed by the undersigned in duplicate original in Salt Lake City, Utah, on this 25th day of January, 1992.
| OWNERS’ RESORTS & EXCHANGE, INC. | |
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| By: | /s/ Colleen C. Freeman |
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| Its President |
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| By: | /s/ Jee Van Wagoner |
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| Its Secretary |
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION OF
OWNERS’ RESORTS AND EXCHANGE, INC.
(a Utah Non-Profit Corporation)
Pursuant to Utah Code Annotated Section 16-6-51 (1953, as amended), Owners’ Resorts and Exchange, Inc. adopts the following Articles pf Amendment to the Articles of Incorporation:
ARTICLE I
The name of the non-profit corporation is Owners’ Resorts and Exchange, Inc. (hereinafter referred to as the “Association”).
ARTICLE II
The following amendments to the Articles of Incorporation were adopted on the 28th day of January, 1995, in a manner prescribed by the laws of the State of Utah and the Articles of Incorporation of the Association:
A. Article IV, Purposes and Power, paragraph 3, is amended to read as follows:
3. All of the assets and income of the Association shall be used only for the purposes hereinabove set forth, including the payment of expenses incident thereto, and no part of the assets or income of the Association shall be distributable to its memebers, trustees or officers (except reasonable compensation or a final distribution as permitted in Utah Code Annotated Section 16-6-42).
B. Article X Principal Office and Registered Agent, is amended to read as follows:
The principal office of the Association shall be 404 East 4500 South, Suite 34A, Salt Lake City, Utah 84107. The Association’s initial registered agent shall be Joseph E. Hatch, at 341 South Main Street, Suite 201, Salt Lake City, Utah 84111; who, by his signature below, acknowledges his appointment as registered agent.
| /s/ Joseph E. Hatch |
| Joseph E. Hatch |
| Registered Agent |
ARTICLE III
These Amendments were adopted at a meeting of the members on the 28th day of January,
1995, at which a quorum was present. Such Amendments received at least two-thirds of the votes of the voting members who were present at the meeting or represented by proxy and who cast their vote.
Executed by the undersigned in duplicate original in Salt Lake City, Utah, on this 2nd day of February, 1998.
| OWNERS’ RESORTS & EXCHANGE, INC. | |
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| By: | /s/ Colleen C. Freeman |
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| Its President |
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| By: | /s/ Jill Van Wagoner |
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| Its Secretary |
ARTICLES OF CONVERSION
AND AMENDMENT AND RESTATEMENT
OF THE ARTICLES OF INCORPORATION OF
OWNER’S RESORTS AND EXCHANGE, INC.
Pursuant to Utah Code Annotated Section 16-6a-1008 (1953, as amended), Owners’ Resorts and Exchange, Inc., hereby adopts the following Articles of Amendment to the Articles of Incorporation converting Owners’ Resorts and Exchange, Inc., from a Utah non-profit corporation to a Utah for profit corporation:
ARTICLE I
The name of the corporation is Owners’ Resorts and Exchange, Inc. (hereinafter referred to as the “Corporation”).
ARTICLE II
The following restructure and amendment and restatement of the Articles of
Incorporation was adopted on or before the 28th day of June, 2006, in a manner prescribed by the laws of the State of Utah and the Articles of Incorporation of the Corporation:
AMENDED AND RESTATED
ARTICLES OF INCORPORATION OF
OWNERS’ RESORTS AND EXCHANGE, INC.
ARTICLE I
CORPORATE NAME
The name of this corporation is Owners’ Resorts and Exchange, Inc.
ARTICLE II
CORPORATE PURPOSES
The general purpose for which this Corporation is organized shall be to engage in any lawful act or activity for which corporations may be organized under the Utah Revised Business Corporation Act, including, but not limited to, the following:
(a) To perform timeshare management and exchange services.
(b) To acquire, own, hold, improve, develop, lease, mortgage, operate, maintain, sell, dispose of, and otherwise deal with real property and any equipment, fixtures, or other personal property that may be used in connection with the operation of real property.
(c) To purchase, own, hold, dispose of, and otherwise deal with stock of other corporations, or interests in general or limited partnerships (as either a general or a limited partner) or joint ventures and to do every act and thing covered generally by the denomination “holding
corporation”; and to direct the operations of such other entities.
(d) To do each and everything necessary, suitable, or proper for the accomplishment of any of the purposes or the attainment of any one or more of the objects herein enumerated, or which may at any time appear conducive to or expedient for the protection or benefit of this corporation, and to do said acts as fully and to the same extent as natural persons might, or could do, in any part of the world as principals, agents, partners, trustees, or otherwise, either alone or in conjunction with any other person, partnership, association, joint venture, or corporation.
The foregoing paragraphs shall be construed both as objects and powers and shall not be held to limit or restrict in any manner the general powers of the corporation and the enjoyment and exercise thereof, as conferred by the laws of the State of Utah, and it is intended that the purposes, objects, and powers specified in each of the paragraphs of this ARTICLE II, CORPORATE PURPOSES, of these Articles of Incorporation shall be regarded as independent purposes, objects, and powers.
ARTICLE III
SHARES
There shall be two classes of stock in the corporation as follows:
A. Class A Stock, The Class A stock shall be voting, non-equity shares of stock with no par value. The Corporation is authorized to issue fifty (50) shares of Class A stock. The Class A shares of stock shall be distributed as follows-
| South Padre Condo Share Project I Owners Association, a Texas non-profit corporation |
| 1 share |
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| Sweetwater April Sound Condoshare Project I Council of Co-Owners, a Texas non-profit corporation, aka Lake Conroe Homeowners Association |
| 1 share |
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| Capri Vacation Owners Association, a California non-profit corporation |
| 1 share |
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| Sweetwater Jackson Hole Condoshare Owner’s Association, a Wyoming non-profit corporation |
| 1 share |
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| Sweetwater Hawaii Condoshare Project I Owners Association, a Hawaiian non-profit corporation, aka “Waikiki” |
| 1 share |
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| Park City Timeshare Homeowners, Inc., a Utah non-profit corporation |
| 1 share |
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| Sweetwater Bear Lake Condoshare Project III Owners Association and Sweetwater |
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| Bear Lake Timeshare Project 11 Owners’ Association, two Utah non-profit corporations, aka Sweetwater Homeowners’ Association at Bear Lake |
| 1 share |
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| Sweetwater Kauai Condoshare Project I Owners Association, a Utah non-profit corporation |
| 1 share |
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| ORE - St. George Condominium Owners’ Association, a Utah non-profit corporation |
| 1 share |
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| Multi Resort Ownership Plan, Inc., a Utah non-profit corporation |
| 1 share |
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| Lake Powell Houseboat Homeowners Association, Utah non-profit corporation |
| 1 share |
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| Sweetwater Mexico Co-Owners Association, a Utah non-profit corporation |
| 1 share |
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B. Class B Stock. The Class B stock shall be non-voting equity shares of stock with no par value. The Corporation is authorized to issue 5,000,000 shares of Class B Stock. The Class B shares of stock shall be initially distributed as follows:
| South Padre Condo Share Project 1 Owners’ Association, a Texas non-profit corporation |
| 102 shares |
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| Sweetwater April Sound Condoshare Project I Council of Co-Owners, a Texas non-profit corporation, aka Lake Conroe Homeowners Association |
| 1,212 shares |
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| Capri Vacation Owners Association, a California non-profit corporation |
| 765 shares |
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| Sweetwater Jackson Hole Condoshare Owner’s Association, a Wyoming non-profit corporation |
| 1,224 shares |
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| Sweetwater Hawaii Condoshare Project I Owners Association, a Hawaiian non-profit corporation, aka “Waikiki” |
| 867 shares |
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| Park City Timeshare Homeowners, Inc., a Utah non-profit corporation |
| 3,774 shares |
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| Sweetwater Bear Lake Condoshare Project III Owners Association and Sweetwater Bear Lake Timeshare Project II Owners’ Association, two Utah non-profit corporations, aka Sweetwater Homeowners’ Association at |
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| Bear Lake |
| 1,050 shares |
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| Sweetwater Kauai Condoshare Project I Owners Association, a Utah non-profit corporation |
| 306 shares |
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| ORE - St. George Condominium Owners’ Association, a Utah non-profit corporation |
| 2,412 shares |
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| Lake Powell Houseboat Homeowners Association, Utah non-profit corporation |
| 384 shares |
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| Multi Resort Ownership Plan, Inc., a Utah non-profit corporation |
| 3,774 shares |
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ARTICLE IV
DURATION
This organization shall have perpetual existence.
ARTICLE V
GOVERNANCE
The Articles of Incorporation and the By-laws will be the instruments of governance of this Corporation in all its practices. The By-laws shall provide for the governing structure of the Corporation.
ARTICLE VI
AMENDMENTS
Subject to the appropriate laws of the State of Utah, the Articles of Incorporation of the Corporation may be altered or amended at a meeting of the Corporation or by petition, provided notification or intent to change has been filed with the Board of Directors of the Corporation twenty (20) days prior to said meeting. The proposed amendment shall be adopted if it receives two-thirds (2/3) of the votes of the voting stockholders who cast their votes.
ARTICLE VII
REGISTERED OFFICE AND AGENT
The address of this corporation’s current registered office and the name of its current registered agent at such address are:
Joseph E. Hatch
5295 South Commerce Drive, Suite 200
Murray, UT 84107
| /s/ Joseph E. Hatch |
| Joseph E. Hatch |
| Registered Agent |
ARTICLE VIII
CURRENT DIRECTORS
The names and addresses of the current directors are:
Bob Linnell
1754 Country Springs Circle
Bountiful, UT 84010
Stan Weeks
P.O. Box 3047
Ogden, UT 84409
Roger Rozendal
5910 Pinewilde
Houston, TX 77066
Ron Johnson
2122 Evergreen Ave.
Salt Lake City, UT 84107
Russ Rosander
5546 Applevale Drive
Salt Lake City, UT 84123
Dennis D. Bright
1577 East 1335 North
Logan, UT 84341
Stephen Seastrand
P.O. Box 17865
Holladay, UT 84117
Marie Kish
11550 Quartz Ave.
Fountain Valley, CA 92708
Herman Schertle
5610 Winding Way
Houston, TX 77091
Darin Park
c/o SSA
1246 Yellowstone Ave., Suite F
Pocatello, ID 83201
Gerald Thompson
1947 East 5150 South
Salt Lake City, UT 84117
Noel Hyde
2165 Rolling Oaks Lane
Layton, UT 84040
ARTICLE IX
CURRENT OFFICERS
The names and addresses of the current officers of the corporation are as follows:
| Title |
| Name |
| Address |
| President |
| Neil Hutchinson |
| 1521 East 3900 South |
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| Salt Lake City, UT 84124 |
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| Secretary |
| Brad Gillies |
| 1521 East 3900 South |
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| Salt Lake City, UT 84124 |
ARTICLE X
LIMITATION OF PERSONAL LIABILITY OF DIRECTORS
Directors of the corporation shall have no personal liability whatsoever to the corporation or its shareholders for monetary damages for any action taken or any failure to take any action, as a director, except liability for:
(a) the amount of a financial benefit received by a director to which he or she is not entitled:
(b) an intentional infliction of harm on the corporation or the shareholders;
(c) a violation of Utah Code Annotated §16-10a-842 (1992, as amended) or its successor provisions; or
(d) an intentional violation of criminal law.
ARTICLE III
These Amendments were adopted by the unanimous written consent of the members on or before 28th day of June, 2006.
Executed by the undersigned in duplicate original in Salt Lake City, Utah, on this
28th day of June, 2006.
| OWNERS’ RESORTS & EXCHANGE, INC. | |
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| By: | /s/ Neil B. Hutchinson |
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| Neil B. Hutchinson, President |
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| By: | /s/ Brad L Gilles |
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| Brad L. Gilles, Secretary |