LA QUINTA INNS, INC.
AMENDED AND 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 Amended and Restated Articles
of Incorporation which accurately copy the Articles of Incorporation, as
previously restated, and all amendments thereto that are in effect to date
and as further amended by such Amended and 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, as previously
restated, are amended by these Amended and 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, as previously
restated, adopted by the shareholders of the corporation on May 22, 1997,
increases the number of authorized shares of Common Stock, par value $.10 per
share, of the Corporation from 100 million shares to 200 million shares. The
amendment alters or changes "Article Four" of the original and amended
Articles of Incorporation, as previously restated, and the full text of each
provision altered is as follows:
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"ARTICLE FOUR
The aggregate number of shares of Common Stock which the Corporation has
authority to issue is Two Hundred Million (200,000,000) of a par value of Ten
Cents ($.10) per share."
ARTICLE THREE
Each such amendment made by these Amended and Restated Articles of
Incorporation has been effected in conformity with the provisions of the
Texas Business Corporation Act and such Amended and Restated Articles of
Incorporation and each such amendment made by the Amended and Restated
Articles of Incorporation were duly adopted by the shareholders of the
Corporation on the 22nd day of May, 1997.
ARTICLE FOUR
The number of shares outstanding was 77,615,694; the number of shares
entitled to vote on the foregoing amendment effected by these Amended and
Restated Articles of Incorporation was 77,609,690; the number of shares voted
for such amendment set forth in these Amended and Restated Articles was
65,425,790; and the number of shares voted against such amendment set forth
in these Amended and Restated Articles was 4,002,481.
ARTICLE FIVE
The Articles of Incorporation, as previously restated, and all
amendments and supplements thereto are hereby superseded by the following
Amended and Restated Articles of Incorporation which accurately copy the
entire text thereof and as hereby amended as above set forth:
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AMENDED AND 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 of Common Stock which the Corporation has
authority to issue is Two Hundred Million (200,000,000) of a par value of Ten
Cents ($.10) per share.
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
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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 six
(6), 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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DR. WILLIAM H. CUNNINGHAM THE UNIVERSITY OF TEXAS SYSTEMS
601 COLORADO STREET
O. HENRY HALL
AUSTIN, TEXAS 78701
GARY L. MEAD LA QUINTA INNS, INC.
WESTON CENTRE
112 EAST PECAN
P.O. BOX 2636
SAN ANTONIO, TEXAS 78299-2636
WILLIAM J. RAZZOUK 5915 RIVER OAKS ROAD
MEMPHIS, TENNESSEE 38120
PETER STERLING SID R. BASS, INC.
& LEE M. BASS, INC.
201 MAIN STREET, SUITE 3200
FORT WORTH, TEXAS 76102
KENNETH T. STEVENS BANC ONE RETAIL GROUP
1111 POLARIS PARKWAY
P. O. BOX 710245
COLUMBUS, OHIO 43271-0245
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NAME ADDRESS
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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 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.
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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.
Dated: May 23, 1997 LA QUINTA INNS, INC.
By: /s/ John F. Schmutz
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John F. Schmutz
Vice President-General
Counsel and Secretary
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