EXHIBIT 10.23
APPLE SUITES LP, INC.
ARTICLES OF INCORPORATION
ARTICLE I
NAME
1. Name. The name of the Corporation is Apple Suites LP, Inc.
ARTICLE II
PURPOSE
2. Purpose. The Corporation is organized to engage in any lawful
business not required by the Virginia Stock Corporation Act to be stated in the
Articles of Incorporation.
ARTICLE III
AUTHORIZED SHARES
3.1. Number and Designation. The number of shares the Corporation is
authorized to issue is set forth below, together with the designation thereof
and the par value per share:
Number of Shares Class Designation Par Value Per Share
---------------- ----------------- --------------------
5,000 Common no par value
3.2 Preemptive Rights. No holder of outstanding shares shall have any
preemptive right with respect to: (a) any shares of any class of the
Corporation, whether now or hereafter authorized; (b) any warrants, rights or
options to purchase any such shares; or (c) any obligations convertible into any
such shares or into warrants, rights or options to purchase any such shares.
3.3 Voting and Distributions. The holders of the Common Shares shall
have unlimited voting rights and shall be entitled to receive the net assets of
the Corporation upon the liquidation of the Corporation, its dissolution or the
winding up of its affairs.
ARTICLE IV
INITIAL REGISTERED OFFICE AND AGENT
4.1 Initial Registered Office. The initial registered office of the
Corporation is located in the City of Richmond, Virginia, at the following
address:
McGuire, Woods, Battle & Boothe LLP
One James Center
901 East Cary Street
Richmond, Virginia 23219
4.2 Initial Registered Agent. The initial registered agent of the
Corporation is Martin B. Richards, Esquire, whose business office is identical
with the initial registered office and who is a resident of Virginia and a
member of the Virginia State Bar.
ARTICLE V
LIMIT ON LIABILITY AND INDEMNIFICATION
5.1 Limit on Liability. To the maximum extent that the Virginia Stock
Corporation Act, as it exists on the date hereof or may hereafter be amended,
permits elimination of, or limitations upon, the liability of a director or
officer of a corporation, the directors and officers of the Corporation shall
have, as applicable, no liability or limited liability to the Corporation or its
shareholders.
5.2 Indemnification of Directors and Officers. The Corporation shall
indemnify any individual who is, was or is threatened to be made a party to a
civil, criminal, administrative, investigative or other proceeding (including a
proceeding by or in the right of the Corporation or by or on behalf of its
shareholders) because such individual is or was a director or officer of the
Corporation or of any legal entity controlled by the Corporation, or is or was a
fiduciary of any employee benefit plan established at the direction of the
Corporation, against all liabilities and reasonable expenses incurred by such
individual with respect to such proceeding, so long as the directors of the
Corporation (excluding such individual) determine in good faith that the alleged
conduct giving rise to a claim for such indemnification was in the best
interests of the Corporation and was not the result of willful misconduct, bad
faith, reckless disregard of duties,
or knowing violation of criminal law. Indemnification shall not be provided
until a determination has been made by the Corporation that the individual
seeking indemnification is eligible for indemnification and has met the standard
of conduct set forth above. Such determination shall be made in the manner
provided by Virginia law for determining that indemnification of a director is
permissible, unless a majority of the directors of the Corporation has changed
after the date of the alleged conduct giving rise to the claim for
indemnification, in which case the determination, at the option of the
individual claiming indemnification, shall be made by special legal counsel
agreed upon by the Board of Directors and such individual. Unless a
determination has been made that indemnification is not permissible, the
Corporation shall make advances and reimbursements for expenses incurred by a
director or officer in a proceeding describe above upon receipt of a written
undertaking from such director or officer to repay the same if it is ultimately
determined that such director or officer is not entitled to indemnification. The
Corporation is authorized to contract in advance to provide the indemnification
described in this Section 5.2.
5.3 Miscellaneous. The rights of each person or entity entitled to
indemnification under this Article shall inure the benefit of the heirs,
executors, administrators, successors or assigns thereof. Indemnification
pursuant to this Article shall not be exclusive of any other right of
indemnification to which any person or entity may be entitled, including
indemnification pursuant to a valid contract, indemnification by legal entities
other than the Corporation and indemnification under policies of insurance
purchased and maintained by the Corporation or others. However, no person or
entity shall be entitled to indemnification from the Corporation to the extent
such person or entity is indemnified by another person or entity, including,
without limitation, an insurer.
5.4 Amendments. No amendment, modification or repeal of this Article
shall diminish the rights provided hereunder to any person arising from conduct
or events occurring before the adoption of such amendment, modification or
repeal.
Dated: August 24, 1999 By: /s/ Martin B. Richards
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Martin B. Richards, Incorporator