EXHIBIT 3.46
[Restated electronically for SEC filing purposes only]
RESTATED CERTIFICATE OF INCORPORATION
OF
COASTAL RESORTS MANAGEMENT, INC.
FIRST. The name of the corporation (hereinafter referred to as the
"Corporation") is:
COASTAL RESORTS MANAGEMENT, INC.
SECOND. The address of its registered office in the State of Delaware
is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware. The name
of its registered agent at such address is The Corporation Trust Company.
THIRD. The nature of the business, or objects or purposes to be
transacted, promoted or carried on are to manage, lease and sell real property,
and to engage in any other lawful activity for which corporations may be
organized under the General Corporation Law of Delaware.
FOURTH. The total number of shares of stock which the Corporation shall
have authority to issue and the par value per share and class are as follows:
CLASS NUMBER OF SHARES PAR VALUE PER SHARE
----- ---------------- -------------------
Common 100,000 $0.01
FIFTH. The name and mailing address of the incorporator is as
follows:
Name Mailing Address
Elizabeth A. Vaughan 2300 N Street, N.W.
Washington, DC 20037
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The powers of the incorporator are to terminate upon the filing of this
Certificate of Incorporation.
SIXTH. The name and mailing address of each person who is to serve as
an initial director until the first annual meeting of stockholders or until his
or her successor is elected and qualified are as follows:
Name Mailing Address
Joshua N. Freeman c/o Carl M. Freeman Associates, Inc.
11325 Seven Locks Road
Potomac, Maryland 20854
Virginia A. Freeman c/o Carl. H. Freeman Associates, Inc.
11325 Seven Locks Road
Potomac, Maryland 20854
T. Michael Nally c/o Carl N. Freeman Associates, Inc.
11325 Seven Locks Road
Potomac, Maryland 20854
SEVENTH The business of the Corporation shall be managed by a board of
directors. The board of directors shall have the power, unless and to the extent
that the board may from time to time by resolution relinquish or modify the
power, without the assent or vote of the Stockholders, to make, alter, amend,
change, add to, or repeal the bylaws of the Corporation. The number of directors
which shall constitute the whole board of directors shall be fixed in the manner
provided in the bylaws.
EIGHTH. The Corporation is to have perpetual existence.
NINTH. Elections of directors need not be by ballot unless the bylaws
of the Corporation shall so provide.
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TENTH. The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute.
ELEVENTH. No director of the Corporation shall be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that this Article ELEVENTH shall not eliminate or
limit the liability of a director (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders; (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under section 174 of Title 8 of the Delaware Code (the Delaware
General Corporation Law); or (iv) for any transaction from which the director
derived an improper personal benefit. In the event that the Delaware General
Corporation Law or any successor thereto is amended with respect to the
permissible limits of directors' liability, this Article ELEVENTH shall be
deemed to provide the fullest limitation on liability permitted under such
amended statute. Any repeal or modification of this Article ELEVENTH by the
stockholders of the Corporation only shall be applied prospectively, to the
extent that such repeal or modification would, if applied retrospectively,
adversely affect any limitation on the personal, liability of a director of the
Corporation existing immediately prior to such repeal or modification.
THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, does make this certificate, hereby declaring and certifying
that the facts herein stated are true, and, accordingly has hereunto set her
hand this 26th day of September, 1996.
/s/ Elizabeth A. Vaughn
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Incorporator
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