EXHIBIT 3.47
FILING FEE: $125.00 K.K.
RECEIPT #C 34138
PRENTICE-HALL CORP.
502 EAST JOHN STREET, #E
CARSON CITY, NEVADA 89701
ARTICLES OF INCORPORATION
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OF
CONRAD (NEW ZEALAND) CORPORATION
__________
I, the person hereinafter named as incorporator, for the purpose of
associating to establish a corporation, under the provisions and subject to the
requirements of Title 7, Chapter 78 of Nevada Revised Statutes, and the acts
amendatory thereof, and hereinafter sometimes referred to as the General
Corporation Law of the State of Nevada, do hereby adopt and make the following
Articles of Incorporation:
FIRST: The name of the corporation (hereinafter called the corporation) is
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CONRAD (NEW ZEALAND) CORPORATION.
SECOND: The name of the corporation's resident agent in the State of
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Nevada is The Prentice-Hall Corporation System, Nevada, Inc., and the street
address of the said resident agent where process may be served on the
corporation is 502 East John Street, Carson City, NV 89706.
THIRD: The number of shares the corporation is authorized to issue is
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$25,000 dollars, consisting of 25,000 shares of a par value of ($1.00) one
dollar each. All of said shares are of one class and are designated as Common
Stock.
No holder of any of the shares of any class of the corporation shall be
entitled as of right to subscribe for, purchase, or otherwise acquire any shares
of any class 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 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.
FOURTH: The governing board of the corporation shall be styled as a "Board
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of Directors," and any member of said Board shall be styled as a "Director."
The number of members constituting the first Board of Directors of the
corporation is Five; and the name and the post office box or street address,
either residence or business, of each of said members are as follows:
NAME ADDRESS
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Barron Hilton 9336 Civic Center Drive
Beverly Hills, CA 90209
Gregory R. Dillon 9336 Civic Center Drive
Beverly Hills, CA 90209
Eric M. Hilton 9336 Civic Center Drive
Beverly Hills, CA 90209
William C. Lebo, Jr. 9336 Civic Center Drive
Beverly Hills, CA 90209
Maurice J. Scanlon 9336 Civic Center Drive
Beverly Hills, CA 90209
The number of directors of the corporation may be increased or decreased in
the manner provided in the Bylaws of the corporation; provided, that the number
of directors shall never be less than one. In the interim between election of
directors by stockholders entitled to vote, all vacancies, including vacancies
caused by an increase in the number of directors and including vacancies
resulting from the removal of directors by the stockholders entitled to vote
which are not filled by said stockholders, may be filled by the remaining
directors, though less than a quorum.
FIFTH: The name and the post office box or street address, either
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residence or business, of the incorporator signing these Articles of
Incorporation is as follows:
NAME ADDRESS
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K. S. Mays 5670 Wilshire Blvd., Ste. 750
Los Angeles, CA 90035
SIXTH: The corporation shall have perpetual existence.
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SEVENTH: The personal liability of the directors of the corporation is
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hereby eliminated to the fullest extent permitted by the General Corporation Law
of the State of Nevada, as the same may be amended and supplemented.
EIGHTH: The corporation shall, to the fullest extent permitted by the
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General Corporation Law of the State of Nevada, as the same may be amended and
supplemented, indemnify any and all persons whom it shall have power to
indemnify under said Law from
and against any and all of the expenses, liabilities, or other matters referred
to in or covered by said Law, and the indemnification provided for herein shall
not be deemed exclusive of any other rights to which those indemnified may be
entitled under any Bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer, employee, or agent and shall
inure to the benefit of the heirs, executors, and administrators of such a
person.
NINTH: The corporation may engage in any lawful activity.
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TENTH: The corporation reserves the right to amend, alter, change, or
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repeal any provision contained in these Articles of Incorporation in the manner
now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
IN WITNESS WHEREOF, I do hereby execute these Articles of Incorporation on
January 17, 1991.
/s/ K.S. Mays
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K. S. Mays, Incorporator
STATE OF CALIFORNIA )
) SS.:
COUNTY OF LOS ANGELES )
On this 17th day of January, 1992, personally appeared before me, a Notary
Public in and for the State and County aforesaid, K. S. Mays, known to me to be
the person described in and who executed the foregoing Articles of
Incorporation, and who acknowledged to me that she executed the same freely and
voluntarily and for the uses and purposes therein mentioned.
WITNESS my hand and official seal, the day and year first above written.
/s/ Jillaine E. Costelloe
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Notary Public
(Notarial Seal)
CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION
OF
CONRAD (NEW ZEALAND) CORPORATION
Pursuant to the provisions of Nevada Revised Statutes, Title 7,
Chapter 78, the undersigned officers do hereby certify:
FIRST: The name of the Corporation is CONRAD (NEW ZEALAND)
CORPORATION.
SECOND: The Board of Directors of the Corporation duly adopted the following
resolutions on December 21, 1995
WHEREAS, this Board of Directors deems it advisable and desirable
to change the Corporation's name to SWITZERLAND COUNTY DEVELOPMENT
CORP.: and
WHEREAS, the sole shareholder of the Corporation has approved such
proposed corporate name change by executing an Action Taken By
Written Consent of the Sole Shareholder dated December 21, 1995.
THEREFORE, IT IS RESOLVED that Article First of the Corporation's
Articles of Incorporation be amended to read as follows:
"FIRST: The name of the corporation (hereinafter called "the
corporation") is SWITZERLAND COUNTY DEVELOPMENT CORP.
RESOLVED FURTHER, that the Corporation's President, or one of the
Vice Presidents, and its Secretary, or one of its Assistant
Secretaries, are hereby authorized to execute a certificate setting
forth the said Amendment and to cause the same to be filed pursuant
to the provisions of Nevada Revised Statutes, Title 7, Chapter 78.
THIRD: The total number of outstanding shares of the Corporation having voting
power is 100 shares, and the total number of votes entitled to be cast by the
sole shareholder is 100.
FOURTH: The sole shareholder of all the aforesaid total number of outstanding
shares having voting power, to wit, 100 shares, dispensed with the holding of a
meeting of stockholders and adopted the amendments herein certified by a consent
in writing signed
by the sole shareholder in accordance with the provisions of Nevada Revised
Statutes, Title 7, Section 78.320.
Signed on December 21, 1995.
CONRAD (NEW ZEALAND) CORPORATION
By: /s/ Steve Krithis
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Vice President
/s/ Cheryl L. Marsh
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Secretary
STATE OF CALIFORNIA )
)
COUNTY OF LOS ANGELES )
On December 21, 1995 before me, David Marote, Notary Public, personally
appeared STEVE KRITHIS and CHERYL L. MARSH, personally known to me to be the
persons whose names are subscribed to the within instrument, and acknowledged
to me that they executed the same in their authorized capacities, and that by
their signatures on the instrument the entity upon behalf of which the persons
acted, executed this instrument.
WITNESS my hand and official seal.
/s/ David Marote
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David Marote, Notary Public