EXHIBIT 3.71
[Restated electronically for SEC filing purposes only]
RESTATED ARTICLES OF ORGANIZATION
PEAK SKI RENTALS LLC
The undersigned, a natural person of at least 18 years of age, acting
as organizer, hereby forms a limited liability company (herein the "Limited
Liability Company") by virtue of the Colorado Limited Liability Company Act,
and adopts the following Articles of Organization for such Limited Liability
Company.
ARTICLE I
NAME
The name of the Limited Liability Company is Peak Ski Rentals LLC.
ARTICLE II
PRINCIPAL PLACE OF BUSINESS
The principal place of business of the Limited Liability Company is
530 Oak Court Dr., Ste. 360, Memphis, TN 38117.
ARTICLE III
DURATION
This Limited Liability Company shall dissolve and terminate thirty
(30) years from the date of filing these Articles of Organization with the
Secretary of State.
ARTICLE IV
REGISTERED AGENT
The registered agent of this Limited Liability Company in this state
is The Corporation Company. The business address of the registered agent is
1675 Broadway, Denver, CO 80202.
ARTICLE V
MANAGERS
The affairs of the Limited Liability Company shall be initially
governed by one (1) Manager. Subject to the limitations set forth above, the
number of Managers constituting the Board of Managers (except those
constituting the initial Managers), shall be fixed by or in the manner provided
in the Operating Agreement of the Limited Liability Company. The organization
and conduct of the Managers shall be in accordance with the following:
5.1 The initial Managers shall be one (1) in number. The name and
address of the Manager, who shall hold office until the next annual meeting of
the members, or until his successors shall be elected and qualified (or until
removal as provided above) are:
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Name Address
---- -------
Devin Taylor P.O. Box 785
Breckenridge, CO 80424
5.2 Managers shall be elected at each annual meeting of members.
Each manager shall hold office for the term for which he is elected and until
his successor has been elected and qualified.
5.3 Managers of the Limited Liability Company shall be natural
persons of the age of eighteen (18) years or older and need not be residents of
Colorado nor members of the Limited Liability Company, unless so required by
the Operating Agreement.
5.4 Regular or special meetings of the Board of Managers may be
held either within or without the State of Colorado. Regular meetings of the
Board of Managers or any committee designated by the Board of Managers may be
held with or without notice as prescribed in the operating Agreement. Special
meetings of the Board of Managers or any committee designated by the Board of
Managers shall be held upon such notice as is prescribed in the Operating
Agreement. Attendance of a manager at a meeting constitutes a waiver of notice
of such meeting, except where a manager attends a meeting for the express
purpose of objecting to the transaction of any business because the meeting is
not lawfully called or convened. Neither the business to be transacted at, nor
the purpose of, any regular or special meeting of the Board of Managers or any
committee designated by the Board of Managers need be specified in the notice
or waiver of notice of such meeting unless required by the Operating Agreement.
Managers or any committee designated by the Board of Managers may participate
in a meeting of the Managers or committee by means of conference telephone or
similar communications equipment by which all persons participating in the
meeting can hear each other at the same time. Such participation shall
constitute presence in person at the meeting.
5.5 A quorum of the managers shall consist of a majority of the
number of managers of the Limited Liability Company, and the act of a majority
of the managers present at a meeting at which a quorum is present shall be the
act of the managers, unless otherwise specifically provided by the Operating
Agreement, other provisions of these Articles, or by law.
ARTICLE VI
MEMBERS
There will be a least two members of this Limited Liability Company
upon formation. The rights and duties of members of this Limited Liability
Company shall be governed by these Articles and the Operating Agreement of the
Limited Liability Company.
ARTICLE VII
PURPOSES
The purpose for which this Limited Liability Company is formed is to
engage in any business that a partnership with limited partners may lawfully
conduct.
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ARTICLE VIII
INDEMNIFICATION
8.1 As used in this Article Eight, any word or words defined in
Section 7-80-410 of the Colorado Limited Liability Company Act, as amended from
time to time (the "Indemnification Section"), shall have the same meaning as
provided in the Indemnification Section.
8.2 The Limited Liability Company shall indemnify and advance
expenses to a manager or member of the Limited Liability Company in connection
with a proceeding to the fullest extent permitted by and in accordance with the
Indemnification Section.
8.3 With respect to an employee or agent, other than a manager or
member of the Limited Liability Company, the Limited Liability Company may, as
determined by the Board of Managers of the Limited Liability Company, indemnify
and advance expenses to such employee or agent in connection with a proceeding
to the extent permitted by and in accordance with the Indemnification Section.
ARTICLE IX
RIGHT TO CONTINUE BUSINESS
Upon the death, retirement, resignation, expulsion, bankruptcy, or
dissolution of a member or the occurrence of any other event which may
terminate the continued membership of a member ("Dissolution Event") in the
Limited Liability Company, the business of the Limited Liability Company may be
continued so long as there are at least two remaining members and all members
consent to the continuation of business. The managers of the Limited Liability
Company shall call a special meeting of members within 90 days after the
Dissolution Event for purposes of determining whether the business should be
continued. The rights of a member in this Limited Liability Company upon the
death, retirement, resignation, expulsion, bankruptcy, or dissolution of such
member or the occurrence of any other event which may terminate the continued
membership of such member shall be governed by the terms of the Operating
Agreement.
ARTICLE X
TRANSACTIONS WITH INTERESTED MANAGERS
10.1 Subject to the applicable provisions of the Colorado Limited
Liability Company Act, no contract or other transaction between the Limited
Liability Company and one (1) or more of its managers or any other firm,
association, or entity in which one (1) or more of the managers are directors,
managers or officers or in which they are financially interested shall be
either void or voidable solely because of such relationship interest, or solely
because such interested managers are present at the meeting of the Managers or
a committee thereof which authorizes, approves or ratifies such contract or
transaction, or solely because their votes are counted for such purpose if:
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A. The fact of such relationship or interest is
disclosed or known to the Managers or committee which authorizes, approves, or
ratifies the contract or transaction by a vote or consent sufficient for the
purpose, without counting the votes or consents of such interested managers;
B. The fact of such relationship or interest is
disclosed or known to the members of the Limited Liability Company and they
authorize, approve, or ratify such contract or transaction by vote or written
consent in accordance with the terms of the Operating Agreement; or
C. The contract or transaction is fair and reasonable
to the Limited Liability Company.
10.2 Common or interested managers may be counted in determining
the presence of a quorum at a meeting of the Managers or a committee thereof
which authorizes, approves, or ratifies such contract or transaction.
ARTICLE XI
OPERATING AGREEMENT
To the extent not inconsistent with law or the terms of these
Articles, the Operating Agreement of the Limited Liability Company shall govern
the rights and duties of the members of the Limited Liability Company, and the
relationships between the members.
IN WITNESS WHEREOF, I have signed these Articles of Organization this
6th day of August, 1993, and I acknowledge the same to be my true act and deed.
/s/ Kent B. Willis
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Kent B. Willis
Organizer
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