EXHIBIT 3.60
[Restated electronically for SEC purposes only]
RESTATED ARTICLES OF INCORPORATION
OF
FIRST RESORT SOFTWARE, INC.
KNOW ALL MEN BY THESE PRESENTS, that I, TOM A. LEDDY, do hereby form a
body corporate under and by virtue of the laws of the State of Colorado and in
accordance therewith do make, execute and acknowledge these Articles of
Incorporation and do certify as follows:
ARTICLE I
Name
The name of this corporation shall be FIRST RESORT SOFTWARE, INC.
ARTICLE II
Objects and Purposes
The purpose for which this corporation is formed is to engage in
business as a business corporation under the Colorado Corporation Code, and:
1. To research, develop, market and distribute property
management computer systems and associated computer components, equipment and
procedures, including those things commonly described as computer hardware and
computer software for such systems, and any other products or components of such
systems.
2. To engage in research and development, purchase, sale, import,
export, license, distribution, design, manufacture, or rental of any product,
machine, apparatus, appliance, merchandise, and property of every kind and
description, ideas, systems, procedures, and services of any nature, including,
without limiting the generality of the foregoing, all types of products which
possess an internal intelligence for recognizing and correlating any type of
data or information to be processed, pattern interpretation, recognition and
memory systems and equipment, optical scanning, analog and digital computers,
components, all types of electrical, mechanical, electromechanical, and
electronic products and systems used in connection therewith, such as for
analysis of visible, radar, sonar, or other inputs, voice recognition and
identification of voice elements, magnetic storage and drums, printers,
communications systems, and any other product associated therewith.
3. To publish, print, bind, buy, sell, and generally, as author,
publisher or printer, create and deal in magazines, programs, books, pamphlets,
leaflets, papers, and all other literary materials, and to copyright the content
thereof, including all articles, stories, discussions and commentaries appearing
therein; to produce and to sell advertising space in such literary
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publications, and to engage generally in the business of authorship,
publications, and to engage generally in the business of authorship,
publication, and printing of literary matter and computer software of every
description.
4. To advertise, promote, merchandise and otherwise purvey the
investments and services authorized by any of the purposes for which this
corporation is formed; to negotiate and to contract with respect to the
furnishing of the same for or on behalf of any person, firm, or corporation,
domestic or foreign, to enter into and carry out agency or joint arrangements
with other persons, firms, or entities engaged in comparable activities; and
generally to exploit the investments, services, objects and purposes of this
corporation by all lawful means.
5. To act as an investment advisor and management service
corporation to the fullest extent permitted by applicable state and federal
laws.
6. To maintain executive and operating personnel for the purpose
of advising and assisting others in all matters relating to investments and the
management and operation of businesses and other properties of every kind.
7. To furnish business investment and management plans and
programs, to formulate policies and generally to advise and assist others, under
contract or otherwise, in the management of their businesses, plants, properties
and investments.
8. To buy and sell on its own behalf, and on behalf of others in
connection with the operation, management and development of individual and
corporate investments, businesses, projects and developments.
9. To conduct research and investigation throughout the world in
order to secure appropriate information for capital investments both for its own
account and as agent for others.
10. To engage in consultant and advisory work in connection with
the organization, financing, management, operation and reorganization of all
investments, businesses and enterprises of every kind and description throughout
the world. To manage and to provide management for and supervise all or part of
any and every kind of investment or business enterprise, and to control or
arrange with any corporation, association, partnership or individual for the
management, conduct, operation and supervision of all kinds of investments and
businesses wherever located.
11. To acquire, by purchase, lease, or otherwise, lands and
interests in lands, and to own, hold, improve, develop, and manage any real
estate so acquired, and to erect, or cause to be erected, on any lands owned,
held, or occupied by the corporation, buildings or other structures, with their
appurtenances, and to manage, operate, lease, rebuild, enlarge, alter or improve
any buildings or other structures, now or hereafter erected on any lands so
owned, held, or occupied, and to encumber or dispose of any lands or interests
in lands, and any buildings or other structures, and any stores, shops, suites,
rooms, or part of any buildings or other structures, at any time owned or held
by the corporation.
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12. As principal, agent, or broker, and on commission or
otherwise; to buy, sell, exchange, lease, let, grant, or take licenses in
respect of, improve, develop, repair, manage, maintain, and operate real
property of every kind, corporeal and incorporeal, and every kind of estate,
right or interest therein or pertaining thereto; to contract, improve, repair,
raise, and wreck buildings, structures, and works of all kinds, for itself or
for others.
13. To engage in any lawful act or activity for which corporations
may be organized under the Colorado Corporation Code, or its successor statutes.
14. To purchase or otherwise acquire, operate, hold, develop,
improve, sell, convey, lease (as lessor or lessee), mortgage, or otherwise
encumber or dispose of real property, personal property or facilities of any
kind.
15. To exercise any and all of the foregoing purposes and powers
either alone or in concert with others and, if with others, as joint venturers,
or, to the extent permitted by law as partners, limited partners or other
associated forms.
16. To borrow money without limit as to amount for all corporate
purposes and evidence such borrowing or borrowings by notes, debentures,
debenture stock or other securities or evidence of indebtedness; and, to assign,
transfer, mortgage, pledge or otherwise encumber any of the assets of the
corporation as security for the repayment thereof. Such borrowings may be from
corporate stockholders of the company.
17. To aid, in any manner, any corporation, firm, association,
company, or issuer of which any stock, bonds, debentures, or other securities or
evidences of indebtedness are held by this corporation; and to do all acts or
things designed to protect, improve or enhance the value of any evidence of
indebtedness.
18. To issue and sell, hypothecate, or otherwise dispose of, and
to buy or otherwise acquire stock, bonds, debentures, debenture stock, notes or
other obligations of this corporation and of any other corporation.
19. To purchase or acquire the shares of its own capital stock in
the manner and to the extent permitted by law and upon such terms as its Board
of Directors may determine; PROVIDED, HOWEVER, that shares so acquired shall not
be deemed cancelled or extinguished unless so ordered by the Board of Directors
in connection wit proceedings for the decrease of the capital stock, but such
shares while held in the Treasury of the Company shall not be voted upon,
directly or indirectly.
20. To guarantee dividends of any shares of the capital stock of
any corporation in which this company at any time may have an interest as
shareholder and to endorse or otherwise guarantee the payment of principal or
interest or both of any notes, bonds, or other evidences of indebtedness issued
to or to be issued or created by any issuer in which, or in the securities of
which, this corporation has a pecuniary interest.
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21. To purchase or otherwise acquire, hold, sell, convey, lease,
mortgage, or otherwise encumber or dispose of real property or leaseholds and
any interest, estate, or right in real property to the extent that the same may
be deemed useful in furtherance of the corporation's business.
22. To make, enter into, and perform contracts of every sort and
kind with any person, firm, association, corporation, private, public or
municipal or body politic, whether foreign or domestic, and with the Government
of the United States or with any state, territory, or colony thereof, or with
any foreign government.
23. To pay pensions and establish pension plans, pension trusts,
profit-sharing plans, stock-bonus plans, stock option plans and other incentive
plans and to provide medical service, life, sickness, accident, disability or
unemployment insurance or medical reimbursement plans, education, housing,
social and recreational services, and other similar aids and services for all or
any of the directors, officers and employees of the corporation, or any
subsidiary thereof, wholly, or partly at the expense of the corporation.
24. To indemnify any director or officer or former director or
officer of the corporation, or any person who may have served at its request as
a director or officer of another corporation in which it owns shares of capital
stock or of which it is a creditor, and the personal representatives of all such
persons, against expenses actually and necessarily incurred by him in connection
with the defense of any action, suit or proceeding in which he is made a party
by reason of being or having been such director or officer, 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; but, such
indemnification shall not be deemed exclusive of any other rights to which such
director or officer may be entitled, under any bylaws, agreement, vote of
shareholders, or otherwise.
25. At any meeting of its Board of Directors, by a two-thirds
majority vote of the whole Board, sell, lease, exchange and/or convey all of its
property and assets, including its good will and its corporate franchises, upon
such terms and conditions and for such consideration or considerations as its
Board of Directors shall deem expedient and for the best interests of the
corporation. Any said consideration or considerations may consist in whole or in
part of shares of stock in and/or other securities of any other corporation or
corporations; PROVIDED, HOWEVER, in all such cases the affirmative vote of the
holders of a two-thirds majority of the stock of said corporation then issued
and outstanding and having voting power shall be noted in ratification of the
action of the Board of Directors, said corporation duly called for that purpose.
Nothing herein shall be construed to limit the power of the Board of Directors
of this corporation to sell, lease, exchange and/or convey such parts or parcels
of its real or personal property or assets as the Board of Directors may
determine are no longer necessary or expedient to be held by the corporation,
nor in any manner to limit the right and power of the corporation in ordinary
course of its business to sell any of its securities or assets.
26. To have and exercise any and all such incidental powers in
addition to those hereinabove enumerated as shall be proper or convenience to
accomplish the objects, purposes and powers aforesaid.
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ARTICLE III
Term of Existence
This corporation shall have perpetual existence.
ARTICLE IV
Capital Stock
1. The capital stock of this corporation shall consist of Fifty
Thousand (50,000) shares of common stock with $1.00 par value.
2. The common stock of the corporation shall be issued from time
to time upon resolution of the Board of Directors and when issued shall be fully
paid and non-assessable and may be issued for cash, property, or services.
3. Any holder of record of Common Stock issued and outstanding
shall be entitled as of right to purchase or subscribe for his proportionate
share of any unissued stock or treasury stock, of any new or additional shares
of any class to be issued by reason of any increase of the authorized capital
stock of the corporation of any class, or of any bonds, certificates of
indebtedness, debentures, or other securities convertible into stock or any
class. Said preemptive right is to be exercised in the following manner:
(a) Prior to issuing or selling the above-described stock
or securities, the directors shall, by resolution, determine the number and
price of shares of stock or securities to be issued or sold.
(b) With a reasonable time after adopting said
resolution, there shall be mail3ed to each common stockholder, at his last known
address appearing in the records of the corporation, a letter specifying the
total number of shares or securities to be issued or sold pursuant to said
resolution and permitting him to purchase at the specified price the number of
shares or securities to which he is entitled, together with such other
information as the Board of Directors may deem necessary or desirable.
(c) Each common stockholder, or his assignee, shall have
such reasonable time as the Board of Directors may determine from the mailing of
this notice within which to send a written statement to the corporation
signifying his desire to exercise his preemptive right; and, if he does not so
return said written statement to the corporation within said time, the
corporation shall be free, for a period of twelve (12) months from the
expiration of said reasonable time, to sell the stock or securities allocable to
said stockholder's preemptive right to any buyer it may elect, but not at a
price less than the price referred to in paragraph (a), above.
(d) The stock of the corporation may be restricted by
stockholders' agreements, and the corporation may be a party to such agreements.
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ARTICLE V
Directors
The business and affairs of this corporation shall be vested in a Board
of Directors consisting of not less than three (3) nor more than five (5)
members; except that there need be only as many directors as there are, or
initially will be, stockholders in the event that the outstanding shares of this
corporation are, or initially will be, held of record by fewer than three (3)
stockholders. Directors need not be stockholders, and they shall serve for one
year terms or until their successors shall be duly elected and qualified. The
names and addresses of the first Board of Directors are as follows:
Name Address
Tom A. Leddy 715 West Main Street
Aspen, CO 81611
Pat Curry 715 West Main Street
Aspen, CO 81611
Evan H. Gull 715 West Main Street
Aspen, CO 81611
The number of directors may be increased according to resolution of the
Board of Directors or by action of stockholders of the corporation at a meeting
called for that purpose. Any increase in the number of directors so authorized
may be filled by directors elected by the Board of Directors, and such director
shall serve until the next annual stockholders' meeting, and shall apply to the
directors elected at such meeting. The number of directors may be reduced only
by action of the stockholders at the annual meeting or a special meeting called
for that purpose, except as otherwise provided above with respect to fewer than
three (3) record shareholders.
ARTICLE VI
Registered Office and Meetings
The registered office of the corporation shall be maintained at 1675
Broadway, Denver, CO 80202; the registered agent of the corporation is The
Corporation Company.
An original stock ledger (or a duplicate thereof, if such original be
kept by the transfer agent of the corporation), together with the books required
to be kept by the statutes of the State of Colorado shall be kept at the
principal office of the corporation in Aspen, Colorado.
The corporation may carry on business within or without the State of
Colorado in such a manner and to such extent as may from time to time be
determined by the Board of Directors.
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Annual or special meetings of the stockholders and of the Board of
Directors may be held within or without the State of Colorado at such place or
places and at such times as may be hereafter fixed by the bylaws or by
resolution of the Board of Directors; PROVIDED, HOWEVER, that no change of the
place of the meeting of the stockholders from that previously fixed by the
bylaws or Board of Directors' resolution shall be made less than thirty (30)
days prior to the date of such stockholders' meeting.
ARTICLE VII
Cumulative Voting
Cumulative voting shall not be allowed in the election of directors.
ARTICLE VIII
Right of Director and Officer to Deal With Corporation
A director of the corporation shall not, in the absence of fraud and
provided his adverse interest is disclosed to the other directors, be
disqualified by his office from dealing or contracting with the corporation
either as inventory, lender, vendor or purchaser; nor, in the absence of fraud,
shall any transaction or contract of the corporation be void or voidable by
reason of the fact that any director, or any firm of which any director is a
member, or any corporation of which any director is a stockholder, director,
officer or employee is in any way interested in such contract or transaction
provided the director's adverse interest or interests in such firm or
corporation be disclosed to the other directors.
ARTICLE IX
Bylaws
The Board of Directors of this corporation shall have power to adopt
such prudential bylaws as may be deemed necessary or expedient for the proper
government and management of the affairs of this corporation; and to amend,
alter, or repeal the same from time to time as the Board may deem advisable.
Nothing herein contained shall be construed to prevent the stockholder's of this
corporation at any regular meeting, or at any special meeting called for that
purpose, by vote of the holders of a majority in the amount of the voting stock
then outstanding, from amending, altering or repealing the then existing bylaws
of this corporation and adopting any bylaws of set of bylaws.
ARTICLE X
Liquidation of Corporation
Upon any liquidation of the corporation, distribution of the assets of
the corporation may be made either in cash or in kind, or in cash and in kind,
according to the discretion of the Board of Directors. Distribution in kind may
be valued according to the good faith determinations of the Board of Directors.
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ARTICLE XI
Amendments
These Articles of Incorporation may be amended form time to time as may
be permitted by the laws of the State of Colorado then in force.
IN WITNESS WHEREOF, the above-named incorporator has hereunto set his
hand this 15th day of July, 1985.
/s/ Tom A. Leddy
---------------------------
Tom A. Leddy
715 West Main Street
Aspen, CO 81611
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