EXHIBIT 3.53
[Restated electronically for SEC filing purposes only
RESTATED ARTICLES OF INCORPORATION
OF
COLUMBINE MANAGEMENT COMPANY
The undersigned incorporator, being of the age of eighteen years or
more, desiring to organize a corporation under the Colorado Corporation Code,
makes, signs and verifies these Articles of Incorporation.
ARTICLE I
The name of the corporation is Columbine Management Company.
ARTICLE II
The corporation is to have perpetual existence.
ARTICLE III
The nature of the business and the objects and the purposes for which
this corporation is created are to engage in the transaction of all lawful
business for which corporations may be incorporated pursuant to the Colorado
Corporation Code.
ARTICLE IV
In furtherance of the purposes set forth in Article III of these
Articles of Incorporation, the corporation shall have and may exercise all of
the rights, powers and privileges now or hereafter conferred upon corporations
organized under and pursuant to the laws of the State of Colorado, including,
but not limited to, the power to enter into general, partnerships, limited
partnerships (whether the corporation be a limited or general partner), joint
ventures, syndicated pools, association sand other arrangements for carrying on
one or more of the purposes set forth in Article III of these Articles of
Incorporation and in the Colorado Corporation Code, jointly or
in common with others. In addition, the corporation may do everything
necessary, suitable or proper for the accomplishment of any of its corporate
purposes.
ARTICLE V
A. Authorized Charges. The aggregate number of shares which the
corporation shall have authority to issue is One Million (1,000,000) shares of
the common stock with no par value. All shares when issued shall be
nonassessable and fully paid. Each shareholder of record shall be entitled at
all shareholders' meetings to one vote for each share of stock standing in his
name on the books of the corporation.
B. Transfer Restrictions: The corporation shall have the right,
by appropriate action, to impose restrictions upon the transfer of any shares
of its common stock, or any interest therein, from time to time issued,
provided that such restrictions as may from time to time be so imposed or
notice of the substance thereof shall be set forth upon the face or back of the
certificates representing such shares of common stock.
C. Preemptive Rights: The holders of the shares of the common
stock of the corporation shall not be entitled as of right to purchase or
subscribe for any unissued or treasury shares of any class or any additional
shares of any class to be issued by reason of any increase of the authorized
shares of the corporation of any class, or other securities, rights, warrants
or options convertible into shares of the corporation or carrying any right to
purchase shares of any class in accordance with their proportionate equity in
the corporation.
ARTICLE VI
The private property of the shareholders of the corporation shall not
be subject to the payment of corporate debts, liabilities or obligations to any
extent whatsoever.
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ARTICLE VII
The business and affairs of the corporation shall be managed by a
Board of Directors which shall exercise all the powers of the corporation,
except as otherwise provided in the Bylaws or by these Articles of
Incorporation. There shall be at least three directors of the corporation or
such larger number (at no time more than nine) as shall be fixed by the Bylaws
or from time to time by amendment of the Bylaws, but no decrease in the number
of directors shall shorten the term of any incumbent director.
ARTICLE VIII
The initial Board of Directors shall consist of three members. The
names and addresses of the persons who are to serve as directors until the
first annual meeting of the shareholders or until their successors be elected
and qualified are as follows:
Howard C. Dunning II 111B Pennsylvania Street
Denver, Colorado 80203
Peter A. Schutz P. O. Box 67
Dillon, Colorado 80435
Barbara J. Myers 1011B Pennsylvania Street
Denver, Colorado 80203
ARTICLE IX
Cumulative voting in the election of directors is not allowed.
ARTICLE X
No contract or other transaction between the corporation and any other
person, firm, partnership, corporation, trust, joint venture, syndicate or
other entity shall be in any way affected or invalidated solely by reason of
the fact that any director or officer of the corporation is pecuniary or
otherwise interested in, or is a director, officer, shareholder, employee,
fiduciary or member of such other entity or solely by reason of the fact that
any director or officer is in any
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way interested, may be a party to or may be interested in a contract or other
transaction of the corporation.
ARTICLE XI
In addition to the other powers now or hereafter conferred upon the
Board of Directors by these Articles of Incorporation, the Bylaws of the
corporation, or by the laws of the State of Colorado, the Board of Directors
may from time to time distribute to the shareholders in partial liquidation,
out of the stated capital or the capital surplus of the corporation, a portion
of the corporation assets, in cash or in kind; subject, however, to the
limitations contained in the Co9lorado Corporation Code.
ARTICLE XII
The corporation's principal place of business in the State of Colorado
shall be kept at P.O. Box 2590, Dillon, Colorado 80435. The address of the
corporation's initial registered office is 1011B Pennsylvania Street, Denver,
Colorado 80203, and the name of the corporation's initial registered agent at
such address is Edward C. Dunning II.
ARTICLE XIII
The directors shall have the power to make Bylaws and to amend or
alter the Bylaws from time to time as they deem proper for the administration
and regulation of the affairs of the corporation.
ARTICLE XIV
The right is reserved from tie to time to amend, alter or repeal any
provisions of and to add to these Articles of Incorporation in any manner now
or hereafter prescribed or permitted by the laws of the State of Colorado, and
the rights of all shareholders are subject to their reservation.
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ARTICLE XV
The name and address of the incorporator of the corporation is: Howard
C. Dunning II, 1011B Pennsylvania Street, Denver, Colorado 80203.
IN WITNESS WHEREOF, the incorporator has executed these Articles of
Incorporation this 25 day of April, 1983.
/s/ Howard C. Dunning II
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Howard C. Dunning II
STATE OF COLORADO )
) ss.
CITY AND COUNTY OF DENVER )
Personally appeared before me this 25 day of April, 1986, Howard C.
Dunning II, who, being by me first duly sworn, declared that he signed the
foregoing Articles of Incorporation and that the statements contained therein
are true and correct to the best of his knowledge and belief.
Witness my name and official seal.
My commission expires:
6/6/86 /s/ Jennifer Poor
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Notary Public
50 S. Steele Street
Denver, Colorado
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