EXHIBIT 3.23
ARTICLES OF INCORPORATION
OF
LAKEWAY GOLF CLUBS, INC.
The undersigned natural person of the age of eighteen years or more,
acting as the sole incorporator of a corporation under the Texas Business
Corporation Act, does hereby adopt the following Articles of Incorporation for
such corporation:
ARTICLE 1
The name of the corporation is LAKEWAY GOLF CLUBS, INC.
ARTICLE 2
The period of its duration is perpetual.
ARTICLE 3
The purpose or purposes for which the corporation is organized are:
To transact any and all lawful business for which corporations
may be incorporated under the Texas Business Corporation Act; and
In general, to have and exercise all of the powers conferred by
the laws of Texas upon corporations formed under the Texas Business
Corporation Act, and to do any and all things hereinafter set forth to
the same extent as natural persons might or could do.
ARTICLE 4
The aggregate number of shares which the corporation shall have
authority to issue is 1,000 shares, and the par value of each of such shares
shall be $1.00. All such shares shall be of one class and shall be designated as
Common Stock.
No shareholder shall have a preemptive right to acquire any shares or
securities of any class, whether now or hereafter authorized, which may at any
time be issued, sold or offered for sale by the corporation.
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ARTICLE 5
The corporation will not commence business until it has received for the
issuance of its shares consideration of the value of $1,000, consisting of money
paid, labor done, or property actually received.
ARTICLE 6
The address of its initial registered office is 350 North St. Paul
Street, Dallas, Texas 75201, and the name of its initial registered agent at
such address is CT Corporation.
ARTICLE 7
The number of directors constituting the initial Board of Directors is
one and the name and address of the person who is to serve as the director of
the corporation until the first annual meeting of the shareholders or until his
successor is elected and qualified is:
Name Address
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James A. Husband 3702 Via de La Valle, Suite 202
Del Mar, CA 92015
Frederick J. Warren 3702 Via de La Valle, Suite 202
Del Mar, CA 92015
David H. Wong 3702 Via de La Valle, Suite 202
Del Mar, CA 92015
The right of shareholders to cumulative voting in the election of
directors is expressly prohibited.
ARTICLE 8
The name and address of the incorporator is Andrew R. Crosson, 3702 Via
de La Valle, Suite 202, Del Mar, CA 92015
ARTICLE 9
Unless a Bylaw adopted by the shareholders provides otherwise as to all
or some portion of the corporation's Bylaws, the corporation's shareholders may
amend, repeal, or
adopt the corporation's Bylaws even though the Bylaws may also be amended,
repealed, or adopted by its Board of Directors.
ARTICLE 10
Any action required by the Texas Business Corporation Act to be taken at
any annual or special meeting of shareholders, or any action which may be taken
at any annual or special meeting of shareholders, may be taken without a
meeting, without prior notice, and without a vote, if a consent or consents in
writing, setting forth the action so taken, shall have been signed by the holder
or holders of shares having not less than the minimum number of votes that would
be necessary to take such action at a meeting at which the holders of all shares
entitled to vote on the action were present and voted.
ARTICLE 11
No director of the corporation shall be liable to the corporation or its
shareholders for monetary damages for an act or omission in the director's
capacity as a director, except for liability (a) for any breach of the
director's duty of loyalty to the corporation or its shareholders, (b) for acts
or omissions not in good faith that constitute a breach of duty of the directory
to the corporation or an act or omission that involves intentional misconduct or
a knowing violation of law, (c) for any transaction from which the director
received an improper benefit, whether or not the benefit resulted from an act
taken within the scope of the director's office, and (d) for acts or omissions
for which the liability of a director is expressly provided by statute. Any
repeal or amendment of this Article by the shareholders of the corporation shall
be prospective only, and shall not adversely affect any limitation on the
personal liability of a director of the corporation existing at the time of such
repeal or amendment. In addition to the circumstances in which a director of the
corporation is not personally liable as set forth in the preceding sentences, a
director shall not be liable to the fullest extent permitted by any amendment to
the Texas statutes hereafter enacted that further limits the liability of a
director.
IN WITNESS WHEREOF, the undersigned has set his hand March 10 1995.
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/s/ Andrew R. Crosson
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ANDREW R. CROSSON
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