Exhibit 3.12
ARTICLES OF INCORPORATION
OF
LASALLE HOTEL ADVISORS, INC.
The undersigned, being a natural person and acting as
incorporator, does hereby adopt the following Articles of Incorporation for
the purpose of forming a business corporation in the State of Maryland
pursuant to the provisions of the Maryland General Corporation Law.
FIRST: (1) The name of the incorporator is Bernadette Wertheimer.
(2) The incorporator's address is
c/o Hagan & Associates
200 East Randolph Drive
Suite 4322
Chicago, Illinois 60601
(3) The incorporator is at least eighteen years of age.
(4) The incorporator is forming the corporation named in these
Articles of Incorporation under the general laws of the State of Maryland,
to wit, the Maryland General Corporation Law ("MGCL").
SECOND: The name of the corporation (the "Corporation") is
LaSalle Hotel Advisors, Inc.
THIRD: The purpose of the Corporation is to engage in any
lawful act or activity for which a corporation may be organized under the
provisions of the MGCL.
FOURTH: The address of the principal office of the Corporation
within the State of Maryland is c/o The Corporation Trust Incorporated, 300
East Lombard, Baltimore, Maryland 21202.
FIFTH: The name and address of the resident agent of the
Corporation within the State of Maryland is The Corporation Trust
Incorporated, 300 East Lombard, Baltimore, Maryland 21202.
SIXTH: (1) The total number of shares of stock which the
Corporation has authority to issue is 10,000 shares of Common Stock, each
having a par value of one penny ($.01).
(2) The aggregate par value of all the authorized shares of
stock is $100.
(3) The Board of Directors is hereby empowered to authorize the
issuance from time to time of shares of its stock of any class, whether now
or hereafter authorized or securities convertible into shares of its stock
of any class or classes, whether now or hereafter authorized for such
consideration as may be deemed advisable by the Board of Directors and
without any action by the stockholders.
(4) Provisions, if any, governing the restriction on the
transferability of any of the shares of stock of the Corporation may be set
forth in the Bylaws of the Corporation or in any agreement or agreements
duly entered into.
(5) To the extent permitted by Section 2-104(b)(5) of the MGCL,
notwithstanding any provision of the MGCL requiring a greater proportion
than a majority of the votes entitled to be cast in order to take or
authorize any action, any such action may be taken or authorized upon the
occurrence of at least a majority of the aggregate number of votes entitled
to be cast thereon.
SEVENTH: (1) The number of directors of the Corporation shall
be four, which number may be increased or decreased pursuant to the Bylaws
of the Corporation, but shall never be less than the minimum number
permitted by the MGCL now or hereafter in force. The names of the directors
who will serve until the first annual meeting of stockholders and until
their successors are elected and qualified are: Michael D. Barnello,
Jonathan E. Bortz, Stuart L. Scott and William E. Sullivan.
(2) The initial Bylaws of the Corporation shall be adopted by
the initial directors. Thereafter, the power to adopt, alter, and repeal
the Bylaws of the Corporation shall be vested in the Board of Directors of
the Corporation.
(3) The liability of the directors of the Corporation is
limited to the fullest extent permitted by the provisions of Section
2-405.2 of the MGCL as the same may be amended and supplemented.
(4) The Corporation shall to the fullest extent permitted by
the MGCL, as the same may be amended and supplemented, and, without
limiting the generality of the foregoing in accordance with Section 2-418
of the MGCL, indemnify directors and officers of the Corporation whom it
shall have power to indemnify under said law from and against any and all
of the expenses, liabilities or other matters referred to in or covered by
the MGCL, and the Board of Directors is hereby empowered to authorize from
time to time rights of indemnification to employees and agents of the
Corporation similar to those conferred in this Article SEVENTH to directors
and officers of the Corporation.
EIGHTH: From time to time any of the provisions of these
Articles of Incorporation may be amended, altered or repealed, and other
provisions authorized by the MGCL, at the time in force may be added or
inserted in the manner and at the time prescribed by said laws, and any
contract rights at any time conferred upon the stockholders of the
Corporation by these Articles of Incorporation are granted subject to the
provisions of this Article.
NINTH: The duration of the Corporation shall be perpetual.
IN WITNESS WHEREOF, I have adopted and signed these Articles of
Incorporation and do hereby acknowledge that the adoption and signing are
my act.
Dated: January 22, 1998
/s/ Bernadette Wertheimer
-------------------------
Bernadette Wertheimer