EXHIBIT 3.95
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
TELLURIDE RESORT ACCOMMODATIONS, INC.
The following Restated Articles of Incorporation of Telluride Resort
Accommodations, Inc. (The "Corporation") were unanimously adopted on October 31,
1995, by all of the shareholders and directors Of the Corporation and are
effective immediately. The following restated Articles of Incorporation
supercede the original articles of incorporation and all prior amendments
thereto.
ARTICLE I
NAME
The name of this Corporation is TELLURIDE RESORT ACCOMMODATIONS, INC.
ARTICLE II
DURATION
This period of the duration of this Corporation is perpetual.
ARTICLE III
PURPOSES AND POWERS
Section 1. PURPOSES. The purposes of the Corporation shall be as
follows: to own, lease, operate, manage, and sell real property, facilities, and
associated businesses, and any other lawful purpose.
Section 2. POWERS. The powers of the Corporation are as follows:
(a) All those powers specified in the Colorado
Corporation Code.
(b) The power to carry out the purposes hereinabove set
forth in any state, territory, district or possession of the United States or
any foreign country.
(c) The power to indemnify any director, officer or
employee or former director, officer or employee of the Corporations or any
person who may have served at its request as a directors officer or employee of
another corporation in which it owns shares of capital stock, or of which it is
a creditor, against expenses actually and necessarily incurred by him in
connection with the defense or settlement of any action, Suit or proceeding in
which he is made a part by reason of being or having been such director, officer
or employee, except in relation to matters as to which he shall he adjudged in
such action, suit or proceeding to be liable for gross negligence, malfeasance
or misconduct in the performance of duty and except that the Corporation shall
have the power to reimburse for reasonable costs of settlement only if it shall
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be found by the Board of Directors that it was in the best interests of the
Corporation that such settlement be made and that such director, officer or
employee was not guilty of gross negligence, malfeasance or misconduct. Such
rights of indemnification and reimbursement shall not be deemed exclusive of any
other rights to which such director, officer or employee may be entitled under
any applicable Bylaw, agreement vote of shareholders or otherwise.
(d) All other or additional powers necessary or
incidental to the purposes above stated.
ARTICLE IV
AUTHORIZED SHARES
The aggregate number of shares which the Corporation shall have
authority to issue is one million (1,000,000) shares of common stock no par
value and shall be nonassessable when fully paid as such payment is required by
the Board of Directors in accordance with the By-Laws of the Corporation.
Fractional shares may be issued.
ARTICLE V
CLASSES OS SHARES AND SHAREHOLDERS' RIGHTS
Section 1. SHARES. The capital stock of the Corporation shall be
"Common Stock".
Section 2. DIVIDENDS. The holders of shares of stock in the Corporation
shall be entitled to receive and the Corporation shall pay, from funds legal for
the payment thereof, when and as declared by the Board of Directors, at the rate
fixed by such Board, dividends thereon.
Section 3. VOTING RIGHTS. Every holder of common stock of the
Corporation shall be entitled to one vote or fraction thereof for each share of
stock or fraction thereof standing in his name on the books of the Corporation.
Cumulative voting is permitted. Proxies shall be permitted under such conditions
as the Board of Directors may establish from time to time.
ARTICLE VI
REGULATION OF INTERNAL AFFAIRS
Section 1. The general management of the affairs of the Corporation
shall he exercised by a Board of Directors consisting seven (7) members except
and unless there be a lesser number of shareholders of record, then the number
of directors shall be equal to the number of shareholders
Section 2. The Board of Directors shall have the power to make, alter,
amend or repeal the By-Laws of the Corporation.
Section 3. No contract or other transaction between the Corporation and
one or more of its directors, members or employees, or between the Corporation
and any other corporation or association in which directors of the Corporation
are shareholders, members, directors, officers or employees, or in which they
are interested, shall be invalid solely because of the fact of such
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interest or the presence of such director or directors at the meeting of the
Board of Directors of the Corporation which acts upon or in reference to such
contract or transaction, if the fact of such interest shall be disclosed or
known to the Board of Directors and the Board of Directors shall, nevertheless,
authorize, approve and ratify such contract or transaction by vote of a majority
of the directors presents such interested director or directors to be counted in
determining whether or not a quorum is present, hut not to be counted in
calculating the majority necessary to carry such a vote, and not to be permitted
to vote on such question. This section shall not be construed to invalidate any
contract or other transaction which would otherwise he valid under the common
and statutory law applicable thereto.
ARTICLE VII
REGISTERED OFFICE AND AGENT
The address of the registered office of the Corporation is 220 South
Pine St., P.O. Box 1867, Telluride, Colorado 81435, arid the name of the
registered agent of the Corporation at such address is Robert Erie.
Robert Erie hereby consents to his appointment as the registered agent
for Telluride Resort Accommodations, Inc.
/s/ Robert Erie
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Robert Erie, Registered Agent
ARTICLE VIII
ADDRESS OF PRINCIPAL OFFICE
The address of the principal office of the corporation is 666 West
Colorado Ave., P.O. Box 100, Telluride, Colorado 81435.
EXECUTED THIS 31st day of October, 1995 by ALL OF THE STOCKHOLDERS OF TELLURIDE
RESORT ACCOMMODATIONS, INC.
/s/ Virginia C. Gordon
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VIRGINIA C. GORDON, Stockholder
495 W. Dakota, P.O. Box 635
Telluride, CO 81435
/s/ Daniel Shaw
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DANIEL SHAW, Stockholder
415 E. Pandora Ave., P.O. Box 902
Telluride, CO 81435
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/s/ Carolyn S. Shaw
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CAROLYN S. SHAW, Stockholder
415 E. Pandora Ave., P.O. Box 902
Telluride, CO 81435
/s/ Michael E. Gardner
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MICHAEL E. GARDNER, Stockholder
666 W. Colorado, #347, P.O. Box 2639
Telluride, CO 81435
/s/ Park Brady
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PARK BRADY, Stockholder
619 W. Columbia, #D1, P.O. Box 2038
Telluride, CO 81435
/s/ Steven A. Schein
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STEVEN A. SCHEIN, Stockholder
316 N. Willow, P.O. Box 1622
Telluride, CO 81435
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