EXHIBIT 3.1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
RED LION HOTELS CORPORATION
FIRST: The name of the corporation is Red Lion Hotels Corporation
(hereinafter called the "Corporation").
SECOND: The address of the Corporation's registered office in Washington
is 201 W. North River Drive, Suite 100, Spokane, WA 99201. Thomas L. McKeirnan
is the Corporation's registered agent at that address.
THIRD: The nature of the business and purposes to be conducted by the
Corporation are to engage in, carry on and conduct any lawful act or activity
for which corporations may be organized under the Washington Business
Corporation Act, RCW Chapter 23B (hereafter "Act").
FOURTH:
4.1 Authorized Shares. The amount of the capital stock that the
Corporation shall have authority to issue is fifty-five million (55,000,000)
shares, consisting of fifty million (50,000,000) shares of Common Stock, par
value $.01 per share (the "Common Stock") and five million (5,000,000) shares of
Preferred Stock, par value of $.01 per share (the "Preferred Stock"). All cross
references in each subdivision of this ARTICLE FOURTH refer to other paragraphs
in such subdivision unless otherwise indicated.
4.2 Common Stock.
1. The Board of Directors may, in its discretion, out of funds
legally available for the payment of dividends and at such times and in such
manner as determined by the Board of Directors, declare and pay dividends in the
amount determined by the Board of Directors on the Common Stock.
2. In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, after there shall have been paid
to or set aside for the holders of shares of Preferred Stock the full
preferential amounts to which they are entitled, the holders of outstanding
shares of Common Stock shall be entitled to receive pro rata, according to the
number of shares held by each, the remaining assets of the Corporation available
for distribution.
3. Except as otherwise provided by law and except as may be
determined by the Board of Directors with respect to the Preferred Stock
pursuant to Section 4.3 of this ARTICLE FOURTH, only the holders of shares of
Common Stock shall be entitled to vote for the election of Directors of the
Corporation and for all other corporate purposes. Upon any such vote the holders
of shares of Common Stock shall, except as otherwise provided by law, be
entitled to one vote for each share of Common Stock held by them respectively.
4. Shareholders of the Corporation shall not have cumulative voting
rights.
4.3 Preferred Stock. The Preferred Stock may be issued from time to time
in one or more series in any manner permitted by law and the provisions of the
Articles of Incorporation of the Corporation, as determined from time to time by
the Board of Directors and stated in the resolution or resolutions providing for
the issuance thereof, prior to the issuance of any shares thereof. Unless
otherwise provided in the resolution establishing a series of Preferred Stock,
prior to the issue of any shares of a series so established or to be
established, the Board of Directors may, by resolution, amend the relative
rights and preferences of the shares of such series, and, after the issue of
shares of a series whose number has been designated by the Board of Directors,
the resolution establishing the series may be amended by the Board of Directors
to increase (but not above the total authorized shares of the class) or to
decrease (but not below the number of shares of such series then outstanding)
the number of shares of that series.
The designations and the powers, preferences and rights, and the
qualifications, limitations or restrictions thereof, of each class of stock
shall be governed by the following provisions:
1. The Board of Directors is expressly authorized at any time, and
from time to time, to provide for the issuance of shares of Preferred Stock in
one or more series, with such voting powers, full or limited, or without voting
powers and with such designations, preferences and relative, participating,
optional or other special rights, and qualifications, limitations or
restrictions thereof, as shall be stated and expressed in the resolution or
resolutions providing for the issue thereof adopted by the Board of Directors
except if such resolution or resolutions conflict with the provisions of the
Articles of Incorporation of the Corporation or the Act. Said resolution or
resolutions may provide for (but not limiting the generality thereof) the
following:
a) The number of shares to constitute each such series, and
the designation of each such series.
b) The dividend rate of each such series, the conditions
and dates upon which such dividends shall be payable,
the relation which such dividends shall bear to the
dividends payable on any other class or classes or on
any other series of any class or classes of stock, and
whether such dividends shall be cumulative or
noncumulative.
c) Whether the shares of each such series shall be subject
to redemption by the Corporation and if made subject to
such redemption, the tunes, prices and other terms and
conditions of such redemption.
d) The terms and amount of any sinking fund provided for
the purchase or redemption of the shares of each such
series.
e) Whether or not the shares of each such series shall be
convertible into or exchangeable for shares of any other
class or classes or any other series of any other class
or classes of stock of the
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Corporation, and, if provision be made for conversion or
exchange, the times, prices, rates of exchange,
adjustments, and other terms and conditions of such
conversion or exchange.
f) The extent, if any, to which the holders of the shares
of each such series shall be entitled to vote with
respect to the election of directors or otherwise.
g) The restrictions, if any, on the issue or reissue of any
additional Preferred Stock.
h) The rights of the holders of the shares of each such
series upon the dissolution of, or upon the distribution
of the assets of, the Corporation.
2. Except as otherwise required by law and except for such voting
powers with respect to the election of directors or other matters as may be
stated in the resolutions of the Board of Directors creating any series of
Preferred Stock, the holders of any such series shall have no voting powers
whatsoever. Any amendment of the Articles of Incorporation of the Corporation
which shall increase or decrease the number of authorized shares of any class or
classes of stock may be adopted by the affirmative vote of the holders of a
majority of the stock of the Corporation entitled to vote.
FIFTH: The names of the original incorporators of the Corporation are
Louis L. Barbieri and Donald K. Barbieri. The address of the original
incorporators is 201 W. North River Drive Suite 100, Spokane, WA 99201.
SIXTH: The Corporation shall indemnify to the fullest extent permitted by
the Act as amended from time to time, including amendments which expand the
allowable scope of indemnification, each person who is or was a director or
officer of the Corporation both as to an action in his official capacity and as
to action in another capacity while holding such office and such indemnification
shall inure to the benefit of the heirs, executors and administrators of such a
person. The indemnification provided for herein shall not be deemed exclusive of
any other rights to which those indemnified may be entitled under any by-law,
agreement, vote of shareholders or disinterested directors or otherwise.
SEVENTH: No director shall be personally liable to the Corporation or its
shareholders for monetary damages for breach of fiduciary duty as a director for
any act or omission occurring subsequent to the date when this provision becomes
effective, except that a director may be liable (i) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (ii) under Section 23B.08.310 of the Act (liability for unlawful
distributions) or (iii) for any transaction with respect to which it was finally
adjudged that such director personally received a benefit to which such director
was not legally entitled. If the Act is amended to authorize corporate action
further eliminating or limiting personal liability of directors, then the
liability of a director of a corporation shall be eliminated or limited to the
fullest extent permitted by the Act as so amended. Any repeal or modification of
the foregoing
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provisions by shareholders shall not adversely affect any right or protection
which existed at the time of such repeal or modification.
EIGHTH: The Board of Directors may from time to time make, alter or repeal
the by-laws of the Corporation; provided, however, that any by-laws made,
amended or repealed by the Board of Directors may be amended or repealed, and
any by-laws may be made, by the shareholders of the Corporation.
NINTH: The duration of the Corporation is to be perpetual.
TENTH: No holder of any shares of capital stock shall be entitled as of
right to subscribe for, purchase, or otherwise acquire any shares of any capital
stock of the Corporation which the Corporation proposes to issue or any rights
or options which the Corporation proposes to grant for the purchase of shares of
any class of the Corporation or for the purchase of any shares, bonds,
securities or obligations of the Corporation which are convertible into or
exchangeable for, or which carry any rights to subscribe for, purchase, or
otherwise acquire shares of any class of capital stock of the Corporation; and
any and all of such shares, bonds, securities or obligations of the Corporation,
whether now or hereafter authorized or created, may be issued, or may be
reissued or transferred if the same have been reacquired and have treasury
status, and any and all of such rights and options may be granted by the Board
of Directors to such persons, firms, corporations and associations, and for such
lawful consideration, and on such terms, as the Board of Directors in its
discretion may determine, without first offering the same, or any thereof, to
any said holder.
ELEVENTH: The headings of the various section and subsections hereof are
for convenience of reference only and shall not affect the interpretation of any
of the provisions hereof.
TWELFTH: The number of directors of the Corporation which shall constitute
the entire Board of Directors shall be such as from time to time shall be
determined by a majority of the then authorized number of directors, but in no
case shall the number be less than 3 nor more than 13. The directors shall be
classified with respect to the time for which they severally hold office into
classes, as nearly equal in number as possible (but with not less than one
director in each class), as determined by the Board of Directors, one class to
be elected for a term expiring at the first annual meeting of shareholders to be
held after its election, another class to be elected for a term expiring at the
second annual meeting of shareholders to be held after its election, and another
class to be elected for a term expiring at the third annual meeting of
shareholders to be held after its election, with the members of each class to
hold office until their successors have been elected and qualified. At each
annual meeting of shareholders, the successors of the members of the class of
directors whose term expires at that meeting shall be elected to hold office for
a term expiring at the annual meeting of shareholders held in the third year
following the year of their election. Except as otherwise provided in these
Articles of Incorporation, newly created directorships resulting from any
increases in the number of directors and any vacancies on the Board of Directors
resulting from death, resignation, disqualification, removal or other cause
shall be filled by the affirmative vote of a majority of the remaining directors
then in office, even if such majority is less than a quorum of the Board of
Directors, and the person appointed thereto shall serve until the next annual
meeting of shareholders, at which annual
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meeting the term of the position filled by vote of the directors shall expire
and the newly created position or vacancy shall be filled by election of the
shareholders for a term corresponding to that of the vacancy being filled or of
the newly created position. No decrease in the number of directors constituting
the Board of Directors shall shorten the term of any incumbent director.
THIRTEENTH: Except as may otherwise be specifically provided in these
Articles of Incorporation, no provision of these Articles of Incorporation is
intended by the Corporation to be construed as limiting, prohibiting, denying,
or abrogating any of the general or specific powers or rights conferred under
the Act upon the Corporation, upon its shareholders, bondholders, and security
holders, and upon its directors, officers, and other corporate personnel,
including, in particular, the power of the Corporation to furnish
indemnification to directors and officers in the capacities defined and
prescribed by the Act and prescribed rights of said persons to indemnification
as the same are conferred by the Act.
FOURTEENTH: From time to time any of the provisions of these Articles of
Incorporation may be amended, altered or repealed, and other provisions
authorized by the laws of the State of Washington at the tune in force may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the shareholders of the Corporation by these
Articles of Incorporation are granted subject to the provisions of this ARTICLE
FOURTEENTH.
These Amended and Restated Articles of Incorporation are effective upon
filing.
/s/ Thomas L., McKeirnan
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Thomas L. McKeirnan
Vice President and Secretary
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