EXHIBIT 3.96
ARTICLES OF INCORPORATION
FOR
TEN MILE HOLDINGS, LTD.
I, the undersigned natural person of the age of eighteen (18) years or
more, acting as incorporator of a corporation under the Colorado Corporation
Act, adopt the following Articles of Incorporation for such corporation.
ARTICLE ONE
NAME
The name of the corporation is Ten Mile Holdings, Ltd.
ARTICLE TWO
DURATION
The period of its duration is perpetual.
ARTICLE THREE
PURPOSES
The purpose for which the corporation is organized is to engage in any
lawful act or activity for which corporations may be organized under the
Colorado Corporation Act, and by such statement all lawful acts and activities
shall be within the purposes of the corporation, except for express limitations,
if any.
ARTICLE FOUR
STOCK STRUCTURE
Section 1. Authorized Shares: The aggregate number of shares which the
corporation shall have authority to issue is fifty thousand (50,000) shares of
common stock having no par value. The common stock of the corporation shall be
issued as small business corporation stock in accordance with a plan or plans
under the provisions of Section 1244 of the Internal Revenue Code of 1954, as
amended.
Section 2. Pre-emptive Rights: The holders of the shares of the common
stock of the corporation shall be entitled as of right to purchase or subscribe
for any unissued or treasure shares of any class or any bonds, certificates of
indebtedness, debentures, 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.
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Section 3. Cumulative Voting: The right of cumulative voting by
stockholders, at all elections of directors, or for any other purpose or
purposes, is expressly denied. At all elections of directors, each stockholder
shall be entitled to cast the number of votes equal to the number of shares
owned by him for each director to be elected.
ARTICLE FIVE
STOCK TRANSFER RESTRICTION
Restrictions, if any, on transfers of stock authorized or issued shall
be set forth in a separate stock transfer restriction agreement.
ARTICLE SIX
INFORMAL ACTION OR DIRECTORS
Any action required or permitted to be taken by the Board of Directors
may be taken without a meeting if all members of the Board individually or
collectively consent in writing to such action. Such written consent or consents
shall be filed with the minutes of the proceedings of the Board and shall have
the same force and effect as a unanimous vote of the Directors.
ARTICLE SEVEN
DIRECTORS
The business of the corporation shall be managed and conducted by a
board of not less than one (1) and not more than three (3) Directors. The Board
of Directors shall be elected in the manner set forth in the By-Laws.
ARTICLE EIGHT
PRINCIPAL OFFICE
The address of the principal office of this corporation is 235 S. Ridge
Street, Breckenridge, CO 80424.
ARTICLE NINE
REGISTERED AGENT
The physical address of the initial registered office of this
corporation is 235 S. Ridge, Breckenridge, CO 80424. The mailing address of the
initial registered office is P.O. Box 1639, Breckenridge, CO 80424. The name of
the initial registered agent of this corporation at that address is Callan &
Willis, P.C.
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ARTICLE TEN
GENERAL PROVISIONS
Section 1. Meetings: Meetings of the stockholders and Directors of this
corporation may be held wither within or without the State of Colorado at such
place as may, from time to time, be designated in the By-Laws or by resolution
of the Board of Directors.
Section 2. By-Laws: The initial code of By-Laws of this corporation
shall be adopted by its Board of Directors. The power to amend or repeal the
By-Laws or to adopt a new code of By-Laws shall be in the stockholders, but the
affirmative vote of the holders of fifty-one percent (51%) of the shares
outstanding shall be necessary to exercise that power. The code of By-Laws may
contain any provisions for the regulation and management of this corporation
which are consistent with the Colorado Corporation Act and these Articles of
Incorporation.
Section 3. Director Interest: No transaction or contract of this
corporation with any person, firm or corporation or no contract or other
transaction in which this corporation is interested shall be invalidated or
affected by (a) the fact that one or more of the Directors of this corporation
is interested in or is a director or officer of another corporation; or (b) the
fact that any director, individually or jointly with others, may be a party to
or may be interested in the contract or transaction; and each person who may
become a Director of this corporation is hereby relieved from any liability that
might otherwise arise by reason of his contracting with this corporation for the
benefit of himself or any firm or corporation in which he may be interested.
ARTICLE ELEVEN
INITIAL BOARD OF DIRECTORS
The initial Board of Directors shall consist of one (1) member. The
names and addresses of the persons who are to serve as Directors until the first
annual meeting of stockholders or until their successors be elected and
qualified as follows:
Name Address
---- -------
Kent B. Willis P.O. Box 1639
Breckenridge, CO 80424
ARTICLE TWELVE
DIRECTOR LIABILITY
The liability of the corporation's directors shall be eliminated to the
fullest extent provided by and in accordance with C.R.S. Section 7-3-101(1)(u),
including but not limited to
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elimination of all personal liability of a director to the corporation or to its
shareholders for monetary damages for breach of fiduciary duty as a director.
ARTICLE THIRTEEN
INCORPORATOR
The name and address of the incorporator of this corporation is Kent B.
Willis, 235 South Ridge Street, P.O. Box 1639, Breckenridge, Colorado 80424.
IN WITNESS WHEREOF, the undersigned, being the incorporator of this
corporation, executes these Articles of Incorporation and certifies to the truth
of the facts herein stated, this 14th day of January, 1991.
/s/ Kent B. Willis
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Kent B. Willis
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