EXHIBIT 4(a)
LA QUINTA INNS, INC.
RESTATED ARTICLES OF INCORPORATION
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ARTICLE ONE
LA QUINTA INNS, INC., pursuant to the provisions of Article 4.07 of the
Texas Business Corporation Act, hereby adopts Restated Articles of Incorporation
which accurately copy the Articles of Incorporation and all amendments thereto
that are in effect to date and as further amended by such Restated Articles of
Incorporation as hereinafter set forth and which contain no other change in any
provision thereof.
ARTICLE TWO
The Articles of Incorporation of the Corporation are amended by these
Restated Articles of Incorporation as follows:
Article I.
The name of the corporation is LA QUINTA INNS, INC.
Article II.
The following amendment to the Articles of Incorporation, adopted by the
shareholders of the corporation on May 26, 1994, increases the number of
authorized shares of Common Stock, par value $.10 per share, of the Corporation
from 40,000,000 shares to 100,000,000 shares. The amendment alters or changes
"Article Four" of the original or amended Articles of Incorporation and the full
text of each provision altered is as follows:
"ARTICLE FOUR
The aggregate number of shares which the Corporation has authority to issue
is One Hundred Million (100,000,000) of a par value of Ten Cents ($.10) per
share."
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ARTICLE THREE
Each such amendment made by these Restated Articles of Incorporation has
been effected in conformity with the provisions of the Texas Business
Corporation Act and such Restated Articles of Incorporation and each such
amendment made by the Restated Articles of Incorporation were duly adopted by
the shareholders of the Corporation on the 26th day of May, 1994.
ARTICLE FOUR
The number of shares outstanding was 30,426,833; the number of shares
entitled to vote on these Restated Articles of Incorporation as so amended was
30,426,833; the number of shares voted for such Restated Articles as so amended
was 25,131,824; and the number of shares voted against such Restated Articles as
so amended was 2,894,065.
ARTICLE FIVE
The Articles of Incorporation and all amendments and supplements thereto are
hereby superseded by the following Restated Articles of Incorporation which
accurately copy the entire text thereof and as amended as above set forth:
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RESTATED ARTICLES OF INCORPORATION
LA QUINTA INNS, INC.
ARTICLE ONE
The name of the corporation is LA QUINTA INNS, INC.
ARTICLE TWO
The period of its duration is perpetual.
ARTICLE THREE
The purposes for which the corporation is organized are:
1. To own and/or operate and/or manage motor inn, hotel and restaurant
businesses and/or chains thereof; to acquire, hold, and dispose of interests
therein; to establish, maintain and operate services of any kind incident
thereto and to acquire real property subject to Part Four of the Texas
Miscellaneous Corporation Laws Act;
2. To engage in any lawful act or activity for which corporations may be
organized under the Texas Business Corporation Act; and
3. To enter into partnerships as a general and/or limited partner.
ARTICLE FOUR
The aggregate number of shares which the Corporation has authority to issue
is One Hundred Million (100,000,000) of a par value of Ten Cents ($.10) per
share.
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ARTICLE FIVE
The Corporation will not commence business until it has received for the
issuance of its shares consideration of the value of One Thousand Dollars
($1,000.00), consisting of money, labor done or property actually received.
ARTICLE SIX
The street address of the registered office of the Corporation is Weston
Centre, 112 East Pecan, P.O. Box 2636, San Antonio, Texas 78299-2636, and the
name of its registered agent at that address is John F. Schmutz.
ARTICLE SEVEN
The number of Directors then constituting the Board of Directors is eight
(8), and the names and addresses of the persons who serve as Directors until the
annual meeting of shareholders, or until their successors are elected and
qualified are:
NAME ADDRESS
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Joseph P. Azrack Aldrich, Eastman & Waltch, Inc.
225 Franklin Street
Boston, MA 02110-2803
Dr. William H. Cunningham The University of Texas Systems
601 Colorado Street
O. Henry Hall
Austin, Texas 78701
Barry K. Fingerhut GeoCapital Corp.
767 Fifth Avenue, 45th Floor
New York, New York 10153
Dr. George Kozmetsky 2815 San Gabriel
Austin, Texas 78705-3594
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Donald J. McNamara The Hampstead Group
4200 Texas Commerce Tower West
2200 Ross Avenue
Dallas, Texas 75201
Gary L. Mead La Quinta Inns, Inc.
Weston Centre
112 East Pecan
P.O. Box 2636
San Antonio, Texas 78299-2636
Peter Sterling Sid R. Bass, Inc.
& Lee M. Bass, Inc.
201 Main Street, Suite 3200
Fort Worth, Texas 76102
Thomas M. Taylor Thomas M. Taylor & Co.
201 Main Street, Suite 3200
Fort Worth, Texas 76102
ARTICLE EIGHT
[The text of Article Eight has been omitted pursuant to Article 4.07C(2) of
the Texas Business Corporation Act.]
ARTICLE NINE
Directors shall be elected by majority vote. Cumulative voting shall not be
permitted. No holder of shares of the Corporation of any class, now or hereafter
authorized, including shares previously issued, shall as such holder have any
pre-emptive right to acquire additional, unissued or treasury shares of the
Corporation, or securities of the Corporation convertible into or carrying a
right to subscribe to or acquire shares.
ARTICLE TEN
The Board of Directors is authorized to make, alter or repeal the By-Laws
of the Corporation.
ARTICLE ELEVEN
Any director or officer or former director or officer of the Corporation
who is a party or is threatened to be made a party to
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any threatened, pending or completed action, whether civil, criminal,
administrative, or investigative, by reason of being or having been a director
or officer, except in actions which he shall be adjudged liable for negligence
or misconduct in performance of duty, shall be indemnified by the Corporation
for all expenses actually and necessarily incurred by him in connection with
the defense of said action.
ARTICLE TWELVE
No director of the Corporation shall be liable to the Corporation or its
shareholders or members for monetary damages for an act or omission in the
director's capacity as a director, except that this article does not eliminate
or limit the liability of a director for:
(1) a breach of director's duty of loyalty to the Corporation or its
shareholders or members;
(2) an act or omission not in good faith or that involves intentional
misconduct or a knowing violation of the law;
(3) a transaction from which a director received an improper benefit,
whether or not the benefit resulted from an action taken within the
scope of the director's office;
(4) an act or omission for which the liability of a director is expressly
provided for by statute; or
(5) an act related to an unlawful stock repurchase or payment of a
dividend.
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Dated: May 26, 1994 LA QUINTA INNS, INC.
By: /s/ J.F. Schmutz
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John F. Schmutz
Vice President-General
Counsel and Secretary
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