EXHIBIT 3.17
ARTICLES OF INCORPORATION
OF
OCEAN VISTA LAND COMPANY
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KNOW ALL MEN BY THESE PRESENTS:
That we, the undersigned, have this day associated ourselves together
for the purpose of forming a corporation under the Corporations Code of the
State of California,
AND THAT WE HEREBY CERTIFY:
FIRST: That the name of the corporation is
OCEAN VISTA LAND COMPANY
SECOND: The primary business in which the corporation intends initally
to engage is:
To purchase, acquire, own, develop, operate, lease, or dispose of,
land or property for golf course purposes, and to furnish, equip, operate,
maintain, conduct and carry on any business, occupation or activities needful,
necessary or required in the maintaining and servicing thereof.
In addition to the primary business, the corporation shall have the
following general purpose or powers:
To establish, conduct, cary on, maintain, equip, service, buy, sell,
acquire and dispose of, a golf course or courses, and all of the buildings and
equipment thereof, facilities for and equipment of, all types of sports or other
activities that may be found from time to time to be necessary, required or
desirable in the carrying out of any of the objects of this corporation; to
establish, conduct and maintain, buy, sell and dispose of, all equipment for,
and to conduct and carry on a general restaurant, cafe, cocktail lounge, bar,
amusement facilities of all types, kinds and character that may be lawful and
deemed to be needful, necessary or desired in the conducting of any of the
operations or businesses of this corporation; to provide, buy, sell, and in any
lawful manner acquire or dispose of, golf, tennis, swimming, and any and all
equipment or facilities therefor, or for any other sport or form of
entertainment.
To buy, sell, deal in, lease, operate, hold or improve real estate,
and the fixtures and personal property incidental thereto or connected
therewith, and with that end in view, to acquire by purchase, lease, hire or
otherwise, lands, tenements, hereditaments or interest therein, and to improve
the same, and generally to hold, manage, deal with and improve the property of
the company; and to sell, lease, mortgage, pledge, or otherwise dispose of the
lands, tenements and hereditaments or other property of the company.
To carry on the business of hotel, restaurant, cafe,
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tavern, refreshment room and lodging housekeepers, licensed victualers,
purveyors, caterers for public amusement generally; automobile, coach, cab and
carriage proprietors; farmers, dairymen, ice merchants, importers and brokers of
food, meat and poultry, and domestic and foreign produce of all descriptions;
hairdressers, perfumers, chemists, proprietors of clubs, baths, dressing rooms,
laundries, reading, writing and newspaper rooms, libraries, grounds and places
of amusements, recreation, sport, entertainment and instruction of all kinds,
tobacco and cigar merchants, agents for railway and shipping companies and
carriers, theatrical and opera box office proprietors entrepreneurs and general
agents, furnishing amusement and recreation facilities to the public and
individuals and of operating any and all kinds of concessions, amusements,
pavilions, halls, parlors, gardens and the like, and doing any and all things
incidental thereto, or connected therewith.
To manage land, buildings and other property as aforesaid, whether
belonging to the corporation or not, and to collect rents and income, and to
supply tenants and occupiers and others refreshments, attendance, messengers,
light, waiting rooms, reading rooms, meeting rooms, lavatories, laundry
conveniences, electric conveniences, stables and other advantages.
To acquire and take over any business or undertaking carried on, upon,
or in connection with any land or building which the company may desire to
acquire as aforesaid, or become interested in, and the whole or any of the
assets and liabilities of such business or undertaking, and to carry on the
same, or to dispose of, remove, or put an end thereto, or otherwise deal with
the same as may seem expedient.
To establish and carry on, and to promote the establishment and
carrying on, upon any property in which the company is interested, of any
business which may conveniently be carried on, upon or in connection with such
property, and the establishment of which may seem calculated to enhance the
value of the company's interest in such property, or to facilitate the disposal
thereof.
To carry on any other business whether manufacturing or otherwise
which can be conveniently carried on with any of the company's objects; to
enter into partnership or into any arrangement for sharing profits, union of
interests, reciprocal concessions, or cooperate with any person or company
carrying on or about to carry on any business which this company is authorized
to carry on, or any business or transaction capable of being conducted so as,
directly or indirectly, to benefit this company; to purchase, buy or otherwise
acquire, sell, convey, transfer or otherwise deal in concessions of all kinds.
To form, promote and assist financially or otherwise, companies,
syndicates, partnerships and associations of all kinds, and to give any
guarantee in connection therewith or otherwise for the payment of money or for
the performance of any obligation or undertaking.
To conduct a general brokerage, agency and commission business for
others in the purchase, sale and management of goods, wares and merchandise and
real and/or personal property of all kinds, character and description.
To manufacture, buy, sell, deal in, and to engage in, conduct and
carry on the business of manufacturing, buying,
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selling and dealing in goods, wares and merchandise of every class and
description.
To engage in, carry on, and operate anywhere and everywhere, any and
all business, affairs, enterprises, and undertakings which any citizen of the
United States of America might engage in, carry on, and operate, including any
and all powers and rights of any such citizen to acquire, own, hold, deal in,
and dispose of any and all kinds of property, real, personal, and mixed, and
tangible and intangible, including powers and rights to mortgage and sell and
otherwise dispose of any part of or all or its own corporate assets and
property, subject only to any specific restrictions imposed by the laws of the
State of California or the laws of the United States of America, unless
specifically prohibited by the laws of the State of California or the laws of
the United States of America; and further, in addition to the foregoing powers
which any such citizen of the United States of America might have in engaging
in, carrying on, and operating any such business, affairs, enterprise or
undertaking, to enjoy, exercise and hold any and all powers and rights which a
corporation may enjoy, exercise, and hold, including the holding and use of
franchises, licenses and rights of acquiring property by eminent domain, subject
to any specific restrictions imposed by the laws of the State of California or
the laws of the United States of America.
To borrow money, and to make and issue notes, bonds, debentures,
obligations and evidences of indebtedness of all kinds, whether secured by
mortgage, pledge or otherwise, without limit as to amount, and to secure the
same by mortgage, pledge or otherwise; and generally to make and perform
agreements and contracts of every kind and description.
To apply for, obtain, register, purchase, lease or otherwise to
acquire and to hold, own, use, develop, operate and introduce, and to sell,
assign, grant licenses or territorial rights in respect to, or otherwise to
turn to account or dispose of, any copyrights, trade-marks, trade names,
brands, labels, patent rights, letters patent of the United States or of any
other country or government, inventions, improvements and processes, whether
used in connection with or secured under letters patent or otherwise.
To do all and everything necessary, suitable and proper for the
accomplishment of any of the purposes or the attainment of any of the objects or
the furtherance of any of the powers hereinbefore set forth, either alone or in
association with other corporations, firms or individuals, and to do every other
act or acts, thing or things incidental or appurtenant to or growing out of or
connected with the aforesaid business or powers or any part or parts thereof,
provided the same be not inconsistent with the laws under which this corporation
is organized.
To acquire by purchase, subscription or otherwise, and to hold for
investment or otherwise, and to use, sell, assign, transfer, mortgage, pledge or
otherwise deal with or dispose of stocks, bonds, or any other obligations or
securities of any corporation or corporations; to merge or consolidate with any
corporation in such manner as may be permitted by law; to aid in any manner any
corporation whose stock, bonds, or other obligations are held or in any manner
guaranteed by the company, or in which the company is in any way interested; and
to do any other acts or things for the preservation, protection, improvement or
enhance-
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ment of the value of any such stock, bonds or other obligations, or to do
any acts or things designed for any such purpose; and, while the owner of any
such stock, bonds or other obligations, to exercise all the rights, powers and
privileges of ownership thereof, and to exercise any and all voting powers
thereon; to guarantee the payment of dividends upon any stock, or the principal
or interest or both of any bonds or other obligations and the performance of
any contracts.
The business or purpose of the company is from time to time to do any
one or more of the acts and things hereinabove set forth, and it shall have
power to conduct and carry on its said business, or any part thereof, and to
have one or more offices, and to exercise all or any of its corporate powers
and rights, in the State of California, and in the various other states,
territories, colonies and dependencies of the United States, in the District of
Columbia, and all or any foreign countries.
The foregoing clauses shall be construed both as objects and powers,
and it is hereby expressly provided that the foregoing enumeration of specific
powers shall not be held to limit or restrict in any manner the powers of this
corporation.
THIRD: That the County in the State of California where the principal
office for the transaction of the business of the corporation is to be located
is San Diego.
FOURTH: This corporation is authorized to issue two (2) classes of
shares of stock to be designated respectively, Preferred and Common; the total
number of shares which this corporation shall have authority to issue is Ten
Thousand (10,000), and the aggregate par value of all shares that are to have a
par value shall be One Million Dollars ($1,000,000.00); the number of Preferred
shares that are to have a par value shall be Five Thousand (5,000), and the par
value of each share of such class shall be One Hundred Dollars ($100.00), and
the number of Common shares that are to have a par value shall be Five Thousand
(5,000), and the par value of each share of such class shall be One Hundred
Dollars ($100.00).
The holders of Preferred shares shall he entitled to receive out of any
funds of this corporation at the time legally available for the declaration of
dividends, dividends at the rate of Five Per cent (5%) per annum of the par
value thereof, and no more, payable in cash, on the 1st of September of each
year
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commencing with the year 1957; or as such intervals as the Board of
Directors may from time to time determine. Such dividends shall accrue from the
date of issuance of the respective Preferred shares and shall accrue from day to
day, whether or not earned or declared. Such dividends shall be payable before
any dividends shall be declared or paid upon or set apart for the Common shares,
and shall be cumulative, so that if in any year or years dividends upon the
outstanding Preferred shares at the rate of Five Per cent (5%) per annum of the
par value thereof shall not have been paid thereon or declared or set apart
therefor, the amount of dividends shall be fully paid or declared and set apart
for payment, but without interest, before any distribution, whether by way of
dividend or otherwise, shall be declared upon, or set apart for, the Common
shares.
In the event of the dissolution, liquidation or winding up of this
corporation, whether voluntary or involuntary, the holders of Preferred shares
shall be entitled to receive out of the assets of this corporation, whether such
assets are capital or surplus, of any nature, an amount equal to the par value
of such Preferred shares, and a further amount equal to any dividends unpaid and
accumulated thereon to the date of distribution, and no more, before any payment
shall be made or any assets distributed to the holders of the Common shares.
If, upon such liquidation, dissolution, or winding up, whether
voluntary or involuntary, the remaining assets of the corporation applicable to
the shareholders thereof, shall be insufficient to permit the payment of the
full preferential amounts aforesaid, then the entire amount thereof shall be
distributed ratably among the holders of Preferred shares. After payment to the
Preferred shareholders of the full preferential amounts aforesaid, any
remaining assets of the corporation shall be payable and distributable to the
holders of Common shares only.
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A consolidation or merger of this corporation with or into any other
corporation or corporations shall not be deemed to be a liquidation, dissolution
or winding up, within the meaning of this clause.
The corporation at the option of the Board of Directors may redeem the
whole or from time to time may redeem any part of the Preferred shares by paying
in cash therefor the par value thereof, and in addition thereto an amount in
cash equal to all dividends on Preferred shares unpaid and accumulated thereon.
In case of the redemption of a part only of the outstanding Preferred shares,
this corporation shall designate by lot, in such manner as the Board of
Directors may determine, the shares to be redeemed, or shall effect such
redemption pro-rata. Less than all of the Preferred shares at any time
outstanding may not be redeemed until all dividends aforesaid and any arrears
upon all Preferred shares outstanding shall have been paid for all past dividend
periods and until the full dividends for the current period on all Preferred
shares then outstanding, other than the shares to be redeemed, shall have been
paid or declared, and the full amount thereof set apart for payment. The Board
of Directors shall have authority to fix and determine the time, place, manner
and method of such redemption. If due notice of redemption shall have been duly
given, and if on the date fixed for redemption funds necessary for the
redemption shall be available therefor, then, notwithstanding that the
certificates evidencing any Preferred shares so called for redemption shall not
have been surrendered, the dividends, with respect to the shares so called for
redemption, shall cease to accrue after the date fixed for redemption, and all
rights with respect to the shares so called for redemption shall forthwith,
after such date, cease and determine, except only the right of the holders to
receive the redemption price without interest upon surrender of the Preferred
shares
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therefor.
So long as any of the Preferred shares shall be outstanding, the Board
of Directors shall have authority before the payment of any dividends upon
either the Preferred or Common shares to set aside from the surplus or net
profits of the corporation such sum or sums as in their discretion shall be
deemed advisable or required to provide for the redemption of the Preferred
shares in such separate fund as they shall determine. Such sum or sums shall be
deposited with such bank or trust company as may be determined by the Board of
Directors, and the Board of Directors shall have authority from time to time to
apply any moneys then in the said fund to the purchase of Preferred shares, if
obtainable at a price or prices not exceeding the par value plus an amount equal
to all accrued and unpaid dividends thereon to the date of purchase. Such
purchases may be made at public or private sale, with or without advertisement,
in such manner, from a person or persons, and at such prices as the corporation
in its discretion may determine. When no Preferred shares shall remain
outstanding, any balance remaining in the said fund shall become part of the
general fund of the corporation.
The Preferred stock shall not be entitled to vote upon the questions
affecting the management or affairs of the corporation, nor shall the holders
thereof be entitled to notice of shareholders meetings, except as otherwise
provided by law, the exclusive voting power being vested in the Common shares;
provided, however, that in the event the corporation shall fail to declare and
pay cumulative dividends at the dividend rate upon the Preferred shares and
shall fail to do so for a period of twenty-four (24) months, whether consecutive
or not, then and in that event the Preferred shares shall be entitled to elect a
majority of the Board of Directors of this corporation, and upon
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such happening a meeting of shareholders shall be forthwith called, at which
meeting the Preferred shares voting as a class shall be entitled to elect a
majority of the Board of Directors, and the Common shares voting as a class
shall be entitled to elect the minority of the Board of Directors. Upon the
payment to the Preferred shares of all dividends accumulated and unpaid thereon,
or the setting aside of the funds for the payment thereof, the voting rights of
the Preferred stock shall thereupon cease and a meeting of shareholders shall
forthwith be called, at which meeting only the Common shares shall be entitled
to vote, and so on from time to time as such contingencies may occur or be
terminated.
FIFTH: That the number of directors is five (5) and the names and
addresses of the persons who are hereby appointed to act as the first directors
of this corporation are as follows:
NAMES ADDRESSES
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Wilson Atkins Newport Beach, California
W. H. Atkins, Jr. Twain Harte, California
Tom W. Henderson Newport Beach, California
H. E. Higginson Los Angeles, California
G. L. Brock Los Angeles, California
SIXTH: Authority is hereby granted to the holders of shares of this
corporation, entitled to vote, to change from time to time the authorized number
of directors of this corporation by a duly adopted amendment of the By-Laws of
this corporation.
SEVENTH: That the capital stock of this corporation shall not be
subject to assessment.
That the private property of the shareholders shall not be subject to
the payment of corporate debts or liabilities, except to the extent provided by
law.
IN WITNESS WHEREOF, we, the incorporators and the persons hereinbefore
listed as directors, have hereunto set our
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hands and seals this 15th day of May, 1956.
/s/ Wilson Atkins
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Wilson Atkins
/s/ W. H. Atkins, Jr.
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W. H. Atkins, Jr.
/s/ Tom W. Henderson
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Tom W. Henderson
/s/ H. E. Higginson
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H. E. Higginson
/s/ C. L. Brock
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C. L. Brock
STATE OF CALIFORNIA )
) SS.
COUNTY OF ORANGE )
On this 18th day of May, 1956, before me, a Notary Public in and for
Orange County, State of California, residing therein, duly commissioned and
sworn, personally appeared WILSON ATKINS and W.H. ATKINS, JR., personally known
to me to be the persons whose names are subscribed to the foregoing Articles of
Incorporation, as incorporators, and who are also named therein as directors,
and who acknowledged to me that they executed the said instrument.
IN WITNESS WHEREOF, I have hereunto affixed my hand and official seal
this 18th day of May, 1956.
[SIGNATURE]
---------------------------------------------
Notary Public in and for the County of Orange,
State of California
My Commission Expires:
(NOTARIZED SEAL)
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STATE OF CALIFORNIA )
) SS.
COUNTY OF ORANGE )
On this 18th day of May, 1956, before me, a Notary Public in and for
Orange County, State of California, residing therein, duly commissioned and
sworn, personally appeared TOM W. HENDERSON, personally known to me to be the
person whose name is subscribed to the foregoing Articles of Incorporation,
as incorporator, and who is also named therein as director, and who
acknowledged to me that he executed the said instrument.
IN WITNESS WHEREOF, I have hereunto affixed my hand and official seal
this 18th day of May, 1956.
[SIGNATURE]
---------------------------------------------
Notary Public in and for the County of Orange,
State of California
My Commission Expires:
(NOTARIAL SEAL)
STATE OF CALIFORNIA )
) SS.
COUNTY OF ORANGE )
On this 24th day of May, 1956, before me, a Notary Public in and for
Los Angeles County, State of California, residing therein, duly commissioned and
sworn, personally appeared H.E. HIGGINSON and C.L. BROCK, personally known to me
to be the persons whose names are subscribed to the foregoing Articles of
Incorporation, as incorporators, and who are also named therein as directors,
and who acknowledged to me that they executed the said instrument.
IN WITNESS WHEREOF, I have hereunto affixed my hand and official seal
this 24th day of May, 1956.
[SIGNATURE]
-----------------------------------
Notary Public in and for the County
of Los Angeles, State of California
My Commission Expires:
(NOTORIAL SEAL)
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