EXHIBIT 3.38
ARTICLES OF INCORPORATION
OF
ACCOMMODATIONS CENTER, INC.
KNOW ALL MEN BY THESE PRESENTS that I, J. DAVID REED, the undersigned
natural person of the age of eighteen years or more, acting as incorporator of a
corporation under the provisions of the "Colorado Corporation Code" adopt the
following Articles of Incorporation.
ARTICLE I
NAME
The name of this Corporation is ACCOMMODATIONS CENTER, INC.
ARTICLE II
DURATION
The period of the duration of this Corporation is perpetual.
ARTICLE III
PURPOSES AND POWERS
Section 1. PURPOSES. The purposes of the Corporation shall be as
follows: to own, lease, operate, manage, and sell real property, facilities, and
associated businesses, and any other lawful purpose.
Section 2. POWERS. The powers of the Corporation are as follows:
(a) All those powers specified in the Colorado Corporation Code.
(b) The power to carry out the purposes hereinabove set forth in
any state, territory, district or possession of the United States or any foreign
country.
(c) The power to indemnify any director, officer or employee or
former director, officer or employee of the Corporation, or any person who may
have served at its request as a director, officer or employee of another
corporation in which it owns shares of capital stock, or of which it is a
creditor, against expenses actually and necessarily incurred by him in
connection with the defense or settlement of any action, suit or proceeding in
which he is made a part by reason of being or having been such director, officer
or employee, except in relation to matters as to which he shall be adjudged in
such action, suit or proceeding to be liable for negligence or misconduct in the
performance of duty and except that the Corporation shall have the power to
reimburse for reasonable costs of settlement only if it shall be found by the
Board of Directors that it was in the best interests of the Corporation that
such settlement be made and that such
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director, officer or employee was not guilty of negligence or misconduct. Such
rights of indemnification and reimbursement shall not be deemed exclusive of any
other rights to which such director, officer or employee may be entitled under
any applicable By-Law, agreement, vote of shareholders or otherwise.
(d) All other or additional powers necessary or incidental to the
purposes above stated.
ARTICLE IV
AUTHORIZED SHARES
The aggregate number of shares which the Corporation shall have
authority issue is one thousand (1,000) shares of common stock at no par value,
and shall be nonassessable when fully paid as such payment is required by the
Board of Directors in accordance with the By-Laws of the Corporation.
ARTICLE V
CLASSES OF SHARES AND SHAREHOLDERS' RIGHTS
Section 1. SHARES. The capital stock of the Corporation shall be
"Common Stock".
Section 2. DIVIDENDS. The holders of shares of stock in the Corporation
shall be entitled to receive and the Corporation shall pay, from funds legal for
the payment thereof, when and as declared by the Board of Directors, at the rate
fixed by such Board, dividends thereon.
Section 3. VOTING RIGHTS. Every holder of common stock of the
Corporation shall be entitled to one vote for each share of stock standing in
his name on the books of the Corporation. Cumulative voting is not permitted.
Proxies shall be permitted under such conditions as the Board of Directors may
establish from time to time.
ARTICLE VI
REGULATION OF INTERNAL AFFAIRS
Section 1. The general management of the affairs of the Corporation
shall be exercised by a Board of Directors consisting of not less than three (3)
nor more than five (5) members, except and unless there be a lesser number of
shareholders of record, then the number of directors shall be equal to the
number of shareholders.
Section 2. The Board of Directors shall have the power to make, alter,
amend or repeal the By-Laws of the Corporation.
Section 3. No contract or other transaction between the Corporation and
one or more of its directors, members or employees, or between the Corporation
and any other corporation or association in which directors of the Corporation
are shareholders, members, directors, officers or employees, or in which they
are interested, shall be invalid solely because of the fact of such interest or
the presence of such director or directors at the meeting of the Board of
Directors of
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the Corporation which acts upon or in reference to such contract or transaction,
if the fact of such interest shall be disclosed or known to the Board of
Directors and the Board of Directors shall, nevertheless, authorize, approve and
ratify such contract or transaction by vote of a majority of the directors
presen,s such interested director or directors to be counted in determining
whether or not a quorum is present but not to be counted in calculating the
majority necessary to carry such a vote, and not to be permitted to vote on such
question. This section shall not be construed to invalidate any contract or
other transaction which would otherwise be valid under the common and statutory
law applicable thereto.
ARTICLE VII
REGISTERED OFFICE AND AGENT
The address of the initial registered office of the Corporation is 666
West Colorado Avenue, P.O. Box 2038, Telluride, Colorado 81435, and the name of
the initial registered agent of the Corporation is Steve Schein at such address.
ARTICLE VIII
DIRECTORS
The initial Board of Directors shall consist of three (3) members and
the names and addresses of the persons who are to serve as directors until the
first annual meeting of shareholders or until their successors be elected and
qualified are:
NAME ADDRESS
STEVE SCHEIN 666 West Colorado Avenue
P.O. Box 2038
Telluride, Colorado, 81435
PARK BRADY 666 West Colorado Avenue
P.O. Box 2038
Telluride, Colorado, 81435
MICHAEL GARDNER 666 West Colorado Avenue
P.O. Box 2639
Telluride, Colorado, 81435
ARTICLE IX
INCORPORATION
The name and address of the incorporator of the Corporation is: J.
DAVID REED, 1047 South 1st Street, Montrose, Colorado, 81401.
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EXECUTED this 11th day of June, 1992.
/s/ J. David Reed
J. David Reed
STATE OF COLORADO )
) ss.
COUNTY OF MONTROSE )
I, ADAH V. WENTWORTH, a Notary Public in and for the County and State
aforesaid do hereby certify that J. DAVID REED who is personally known to me to
be the person whose name is subscribed to the foregoing Articles of
Incorporation appeared before me this day in person and upon oath swore to the
truth of the facts therein stated and acknowledged that he signed and delivered
said instrument of writing as his free and voluntary act this 11th day of June,
1992.
Witness my hand and official seal.
MY COMMISSION EXPIRES: December 4, 1993
/s/ Adah V. Wentworth
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Notary Public
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