EXHIBIT 3.14
CHARTER
OF
GRAND OLE OPRY TOURS, INC.
The undersigned natural persons, having capacity to contract and acting as
the incorporators of a corporation under the Tennessee General Corporation Act,
adopt the following charter for such corporation:
1. The name of the corporation is GRAND OLE OPRY TOURS, INC.
2. The duration of the corporation is perpetual.
3. The address of the principal office of the corporation shall be 116
Fifth Avenue North, Nashville, County of Davidson.
4. The corporation is for profit.
5. The purpose or purposes for which the corporation is organized are:
Operation of motor vehicles as a common carrier, operation of sight-seeing
tours, and all endeavors necessary to and in support thereof, and for such other
lawful purposes as may be permitted under the provisions of Section 401, Title
48, Tennessee Code Annotated.
6. The maximum number of shares which the corporation shall have the
authority to issue is one thousand (1,000) shares at $100 par value, all of
which shall be common stock having equal rights and privileges with each other
share. No preemptive rights, as described in Section 713, Title 48, Tennessee
Code Annotated, shall attached to any shares of stock of the corporation, and no
stockholder of the corporation shall have any of the rights described therein.
7. The corporation will not commence business until consideration of
$1,000 has been received for the issuance of its shares.
8. For the management of the business and for the conduct of the
affairs of the corporation, and in further definition, limitation and regulation
of the powers of the corporation and of its directors and of its stockholders,
or any class thereof, as the case may be, it is further provided:
(a) The management of the business and the conduct of the affairs
of the corporation, including the election of the Chairman of the Board of
Directors, the President, the Treasurer, the Secretary, and other
principal officers of the corporation, shall be vested in its Board of
Directors. The number of directors which shall constitute the whole Board
of Directors shall be fixed by, or in the manner provided by, the By-Laws.
(b) The Board of Directors is expressly authorized to make, alter,
or repeal the By-Laws of the corporation.
(c) Each holder of the Common Stock of the corporation shall have
one vote in respect of each share of stock held by him of record on the
books of the corporation on all matters to be voted upon by the
stockholders.
(d) Any corporate action upon which a vote of stockholders is
required or permitted may be taken without a meeting or vote of
stockholders with the written consent of stockholders having not less than
a majority of all of the stock entitled to vote upon the action if a
meeting were held; provided, that in no case shall the written consent be
by holders having less than the minimum percentage of the vote required by
statute fixed for the proposed corporate action and further provided that
prompt notice be given to all stockholders of the corporation of the
taking of corporate action without a meeting and by less than unanimous
written consent.
9. No contract or transaction between the corporation and one or more
of its directors or officers, or between the corporation and any other
corporation, partnership, association, or other organization in which one or
more of its directors or officers are directors or officers, or have a financial
interest, shall be void or voidable solely for this reason, or solely because
the director or officer is present at or participates in the meeting of the
Board or committee thereof which authorizes the contract or transaction, or
solely because his or their votes are counted for such purposes, if:
(a) The material facts as to his interest and as to the contract
or transaction are disclosed or are known to the Board of Directors or the
committee, and the Board or committee in good faith authorizes the
contract or transaction by a vote sufficient for such purpose without
counting the vote of the interested director or directors; or
(b) The material facts as to his interest and as to the contract
or transaction are disclosed or are known to the stockholders entitled to
vote thereon, and the contract or transaction is specifically approved in
good faith by vote of the stockholders; or
(c) The contract or transaction is fair as to the corporation as
of the time it is authorized, approved, or ratified, by the Board of
Directors, a committee thereof, or the stockholders.
Interested directors may be counted in determining the presence of a
quorum at a meeting of the Board of Directors or of a committee which authorized
the contract or transaction.
10. Indemnification for directors, officers, employees and agents of the
corporation may be provided either directly or through the purchase of
insurance, by the corporation from time to time to the fullest extent permitted
by law.
11. Authority is hereby expressly vested in the Board of Directors to
issue bonds, debentures or obligations of this corporation and to fix all of the
terms thereof, including without limitation, the interest to be paid thereon,
the convertibility or nonconvertibility thereof and other provisions with regard
thereto.
Dated December 28, 1972
/s/ James R. Tuck
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/s/ Francis M. Wentworth
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