EXHIBIT 3.23
[Restated electronically for SEC filing purposes]
RESTATED OPERATING AGREEMENT
OF
OPRYLAND HOTEL-TEXAS, LLC
THIS OPERATING AGREEMENT (the "Agreement"), effective as of October 19th,
1999, is by and among the Members (as hereinafter defined).
WITNESSETH:
WHEREAS, the Members desire to form a limited liability company under and
pursuant to the provisions of the Delaware Limited Liability Company Act to
conduct business as a limited liability company, and to set forth their mutual
rights and obligations.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
undertakings contained herein and other good and valuable consideration, the
receipt, adequacy, and sufficiency of which are hereby acknowledged, the Members
hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Definitions. As used in this Agreement, the following terms
shall have the indicated meanings:
"Act" means the Delaware Limited Liability Company Act, as in effect on
the date hereof and as from time to time amended.
"Agreement" means this Operating Agreement, as from time to time amended.
"Articles" means that certain Certificate of Formation of the Company
filed with the Secretary of State of Delaware pursuant to which the Company was
formed.
"Company" means Opryland Hotel-Texas, the limited liability company formed
by the parties to this Agreement.
"Members" means, collectively, and "Member" means, individually, persons
owning some Ownership Interest in the Company and listed on Exhibit A hereto, as
from time to time amended.
"Ownership Interest" means the ownership interest in the Company of a
Member, as set forth on Exhibit A hereto, as from time to time amended.
ARTICLE II
MANAGEMENT
Section 2.1 Member Management of Company. The overall management of the
business and affairs of the Company shall be exercised by or under the direction
of the Members. Except where expressly provided herein to the contrary, all
decisions with respect to the management of the Company shall be made by the
Members.
Section 2.2 Officers. Officers of the corporation shall be appointed by
the Members to perform all duties as may be prescribed by the Members from time
to time. Any two or more offices may be held by the same person.
Section 2.3 Term of Office. Each officer shall hold office at the pleasure
of the Members or until such officer's death or such officer shall resign or
shall have been removed in the manner hereinafter provided.
Section 2.4 Resignation and Removal of Officers. An officer may resign at
any time by giving notice to the Company. The Members may remove any officer at
any time with or without cause.
Section 2.5 Vacancies. A vacancy in any office may be filled by the
Members.
Section 2.6 Duties of Officers. The officers of the Company, if and when
elected by the Members, shall have the authority, acting individually, to bind
the Company and shall have the following duties:
(a) President. The president shall be the chief executive officer of the
Company and, subject to the direction of the Members, shall have the general and
active management, supervision and control of the business and all operations of
the Company. The president shall, when present, preside at all meetings of the
Members. The president may sign deeds, mortgages, bonds, contracts, or other
instruments on behalf of the Company, except where required by law to be
otherwise signed and executed and except where the signing and execution thereof
shall be expressly delegated by the Members to some other officer or agent of
the Company. In general, the president shall perform all duties incident to the
office of president and such other duties as may be prescribed by the Members
from time to time.
(b) Vice Presidents. The vice presidents (or in the event there be more
than one vice president, the vice presidents) shall perform the duties of the
president, and when so acting, shall have all the powers of and be subject to
all the restrictions upon the president. Any vice president shall perform such
other duties as from time to time may be assigned to the vice president by the
president or by the Members.
(c) Secretary. The secretary shall prepare and keep the minutes of the
proceedings of the Members in one or more books provided for that purpose; have
responsibility for authenticating records of the Company; see that all notices
are duly
given in accordance with the provisions of the Act; be custodian of the Company
records and of the seal of the Company, if any; see that the seal of the
Company, if any, is affixed to all documents, the execution of which on behalf
of the Company under its seal is duly authorized; assume the authority and
duties of treasurer; and in general perform all duties incident to the office of
secretary and such other duties as from time to time may be assigned to the
secretary by the president, the vice president(s) or the Members.
(d) Additional Officers. Additional officers, if appointed by the Members,
shall perform duties as prescribed by the Members.
ARTICLE III
AMENDMENT
This Agreement may only be amended, modified or supplemented upon the
affirmative vote of the Members holding at least a majority of the Ownership
Interests, provided that any such amendment will be in writing.
IN WITNESS WHEREOF, the Members have caused this Agreement to be executed
by themselves or their duly authorized representatives as of the day and year
first set out above.
GAYLORD HOTELS, LLC
By: David C. Kloeppel
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Name: David C. Kloeppel
Title: Executive Vice President
Exhibit A
Member Name Membership Interest
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Gaylord Hotels, LLC 100.0%