EXHIBIT 3.93
[Restated electronically for SEC filing purposes only]
RESTATED CERTIFICATE OF INCORPORATION
OF
SCOTTSDALE RESORT ACCOMMODATIONS, INC.
I.
The name of the Corporation is Scottsdale Resort Accommodations, Inc.
II.
The address of the initial registered office of the Corporation is 1209
Orange Street, Wilmington, New Castle County, Delaware 19801, and the name of
the registered agent at such address is The Corporation Trust Company.
III.
The Corporation is organized for the purposes of engaging in any lawful
act or activity for which corporations may be organized under the General
Corporation Law of Delaware, and the Corporation shall be authorized to exercise
and enjoy all powers, rights and privileges conferred upon corporations by the
laws of the State of Delaware as in force from time to time, including, without
limitation, all powers necessary or appropriate to carry out all those acts and
activities in which it may lawfully be engaged.
IV.
The authorized capital stock of the Corporation shall consist of 100
shares of $0.01 par value common stock.
V.
The name and address of the incorporator are as follows:
NAME ADDRESS
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Dennis O. Doherty Promenade II, Suite 3100
1230 Peachtree Street, N.E.
Atlanta, GA. 30309-3592
VI.
The Corporation shall, to the full extent permitted by Section 145 of
the Delaware General Corporation Law, as amended from time to time, or a
successor provision thereto, indemnify all person whom it may indemnify pursuant
thereto.
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VII.
No director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided, however, that this Article III shall not eliminate
or limit the liability of a director to the extent provided by applicable law
(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 knowing violation of law, (iii) under Section 174 of
the Delaware General Corporation Law (as in effect and as hereafter amended), or
(iv) for any transaction from which the director derived an improper personal
benefit. If the Delaware General Corporation Law is amended after approval by
the stockholders of this Article VII to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability
of each director of the Corporation shall be eliminated or limited to the
fullest extent permitted by the Delaware General Corporation Law, as so amended.
Neither the amendment nor repeal of this Article VII, nor the adoption of any
provision of this Certificate of Incorporation inconsistent with this Article
VII, shall eliminate or reduce the effect of this Article VII in respect of any
acts or omissions occurring prior to such amendment, repeal or adoption or any
inconsistent provision.
VIII.
Election of Directors need not be by written ballot unless the Bylaws
of the Corporation shall so provide.
IN WITNESS WHEREOF, the undersigned incorporator has executed this
Certificate of Incorporation on this 1st day of February, 1999.
/s/ Dennis O. Doherty
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Dennis O. Doherty
Incorporator
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