EXHIBIT 3.51
[Restated electronically for SEC filing purposes only]
RESTATED ARTICLES OF INCORPORATION
OF
COLLECTION OF FINE PROPERTIES, INC.
The undersigned who, if a natural person, is eighteen years of age or
older, hereby establishes a corporation pursuant to the Colorado Business
Corporation Act and adopts the following Articles of Incorporation:
FIRST: The name of the corporation is Collection of Fine Properties,
Inc.
SECOND: The corporation shall have and may exercise all of the rights,
powers and privileges now or hereafter exercisable by corporations organized
under the laws of Colorado. In addition, the corporation may do everything
necessary, suitable, convenient or proper for the accomplishment of any of its
corporate purposes.
THIRD: The aggregate number of shares which the corporation shall
have authority to issue is ten thousand (10,000) shares of common stock. The
shares of this class of common stock shall have unlimited voting rights and
shall constitute the sole voting group of the corporation, except to the extent
any additional voting group or groups may hereafter be established in accordance
with the Colorado Business Corporation Act. The shares of this class shall also
be entitled to receive the net assets of the corporation upon dissolution.
FOURTH:
(a) Each shareholder of record shall have one vote for each share
of stock standing in his name on the books of the Corporation and entitled to
vote, except that, in the election of directors, he shall have the right to vote
such number of shares for as many persons as there are directors to be elected
and for whose election he has a right to vote. Cumulative voting shall not be
permitted in the election of directors or otherwise.
(b) Unless otherwise ordered by a court of competent jurisdiction,
at all meetings of shareholders a majority of the shares of a voting group
entitled to vote at such meeting, represented in person or by proxy, shall
constitute a quorum of the voting group.
FIFTH: The board of directors may from time to time distribute to the
shareholders in partial liquidation, out of stated capital or capital surplus of
the corporation, a portion of its assets, in cash or property, subject to the
limitations contained in the statutes of Colorado. Shareholders shall share in
such distributions in accordance with the provisions of Article THIRD.
SIXTH: The following provisions are inserted for the regulation of
the internal affairs of the corporation, and they are in furtherance of and not
in limitation or exclusion of the powers conferred by law:
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(a) Conflicting Interest Transactions. As used in this paragraph,
"conflicting interest transaction" means any of the following: (i) a loan or
other assistance by the corporation to a director of the corporation or to an
entity in which a director of the corporation is a director or officer or has a
financial interest; (ii) a guaranty by the corporation of an obligation of a
director of the corporation or of an obligation of an entity in which a director
of the corporation is a director or officer or has a financial interest; or
(iii) a contract or transaction between the corporation and a director of the
corporation or between the corporation and an entity in which a director of the
corporation is a director or officer or has a financial interest. No conflicting
interest transaction shall be void or voidable, be enjoined, be set aside, or
give rise to an award of damages or other sanctions in a proceeding by a
shareholder or by or in the right of the corporation, solely because the
conflicting interest transaction involves a director of the corporation or an
entity in which a director of the corporation is a director or officer or has a
financial interest, or solely because the director is present at or participates
in the meeting of the corporation's board of directors or of the committee of
the board of directors which authorizes, approves or ratifies a conflicting
interest transaction, or solely because the director's vote is counted for such
purpose, if: (A) the material facts as to the director's relationship or
interest and as to the conflicting interest transaction are disclosed or are
known to the board of directors or the committee, and the board of directors or
committee in good faith authorizes, approves or ratifies the conflicting
interest transaction by the affirmative vote of a majority of the disinterested
directors, even though the disinterested directors are less than a quorum; or
(B) the material facts as to the director's relationship or interest and as to
the conflicting interest transaction are disclosed or are known to the
shareholders entitled to vote thereon, and the conflicting interest transaction
is specifically authorized, approved or ratified in good faith by a vote of the
shareholders or (C) a conflicting interest transaction is fair as to the
corporation of the time it is authorized, approved or ratified by the board of
directors, a committee thereof, or the shareholders. Common or 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 authorizes, approves or ratifies
the conflicting interest transaction.
(b) Loans and Guaranties for the Benefit of Directors. Neither the
board of directors nor any committee thereof shall authorize a loan by the
corporation to a director of the corporation or to an entity in which a director
of the corporation is a director or officer or has a financial interest, or a
guaranty by the corporation of an obligation of a director of the corporation or
of an obligation of an entity in which a director of the corporation is a
director or officer or has a financial interest, until at least ten days after
written notice of the proposed authorization of the loan or guaranty has been
given to the shareholders who would be entitled to vote thereon if the issue of
the loan or guaranty were submitted to a vote of the shareholders. The
requirements of this paragraph (b) are in addition to, and not in substitution
for, the provisions of paragraph (a) of this Article SIXTH.
(c) Negation of Equitable Interests in Shares or Rights. Unless a
person is recognized as a shareholder through procedures established by the
corporation pursuant to Colorado Revised Statute ss.7-107-204 or any similar
law, the corporation shall be entitled to treat the registered holder of any
shares of the corporation as the owner thereof for all purposes permitted by the
Colorado Business corporation Act, including without limitation all rights
deriving from such shares, and the corporation shall not be bound to recognize
any equitable or other claim to, or interest in, such shares or rights deriving
from such shares on the part of any
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other person, including without limitation, a purchaser, assignee or pledgee of
such shares or of rights deriving from such shares, unless and until such
purchaser, assignee, pledgee or other person becomes the registered holder of
such shares or is recognized as such, whether or not the corporation shall have
either actual or constructive notice of the interest of such purchaser,
assignee, pledgee or other person. By way of example and not of limitation, no
such purchaser, assignee, pledgee or other person shall be entitled to receive
notice of any meetings of shareholders, to vote at such meetings, to examine a
list of shareholders, to be paid dividends or other sums payable to
shareholders, or to own, enjoy and exercise any other rights deriving from such
shares, until such purchaser, assignee, pledgee or other person has become the
registered holder of such shares or is recognized as such.
(d) Indemnification. The corporation shall indemnify, to the
maximum extent permitted by law, any person who is or was a director, officer,
agent, fiduciary or employee of the corporation against any claim, liability or
expense arising against or incurred by such person as a result of actions
reasonably taken by him at the direction of the corporation. The corporation
further shall have the authority, to the maximum extent permitted by law and its
Bylaws, to indemnify its directors, officers, agents, fiduciaries and employees
against any claim, liability or expense arising against or incurred by them in
all other circumstances and to maintain insurance at the corporation's expense
providing for such indemnification (including insurance with respect to claims,
liabilities and expenses for which the corporation does not have the power to
indemnify such persons).
(e) Limitation on Director's Liability. A director of the
corporation shall not be personally liable to the corporation or its
shareholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or to its shareholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii) for
a breach of Colorado Revised Statutes ss.7-108-403, or (iv) for any transaction
from which the director directly or indirectly derived an improper personal
benefit.
SEVENTH: The street address of the registered office of the corporation
is 1675 Broadway, Denver, Colorado 80202. The name of the registered agent at
such address is The Corporation Company.
EIGHTH: The address of the principal office of the corporation is 319
N. Main Street, Breckenridge, Colorado 80424.
NINTH: The number of directors of the corporation shall be fixed by
the Bylaws or, if the Bylaws fail to fix such a number, then by resolution
adopted from time to time by the Board of Directors, except that there shall not
be more than five directors nor less than one director. One director shall
constitute the initial board of directors, their names and addresses being as
follows:
NAME ADDRESS
---- -------
Domingo R. Moreira 815 NW 57th Avenue, Suite 200
Miami, Florida 33126
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TENTH: The name and address of the incorporator is:
Domingo R. Moreira 815 NW 57th Avenue, Suite 200
Miami, Florida 33126
DATED this 4th day of November, 1994.
/s/ Domingo R. Moreira
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Domingo R. Moreira
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