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Lake View Lodging Associates LLC Agreement 09-22-1997
[SEAL]
ARTICLES OF
ORGANIZATION
OF
LAKE VIEW LODGING
ASSOCIATES, L.C.
The undersigned two or more persons hereby
form a limited liability
company
under the Utah Limited Liability Company Act and adopt and certify as
the
Articles of Organization of such limited liability company the following:
I.
NAME: The name of the
limited liability company is:
Lake View Lodging
Associates, L.C.
II.
DURATION: The period of its
duration:
The duration of the company shall be
thirty-nine years from the date of
filing
of these Articles of Organization with the Division of Corporations of
the
State of Utah.
III.
PURPOSE: The business purpose
for which this limited liability
company
is organized includes, but is not limited to, the following:
The Company shall engage in the business
of acquisition, development and
operation
of lodging facilities, and other related hotel activities,
including
but not limited to the development of hotel or motel properties.
In addition, the Company shall have
unlimited power to engage in and do
any
lawful act concerning any or all lawful businesses for which limited
liability
companies may be organized according to the laws of the State of
Utah,
excluding banking and insurance, including all powers and purposes now
and
hereafter permitted by law to a limited liability company.
IV.
AGENT:
A.
The address of the registered office in Utah is:
2601 North Canyon Road,
Suite 203
Provo, UT 84604
B.
The name and address of the registered agent at the
office in Utah is:
Glen A. Overton
2601 North Canyon Road,
Suite 203
Provo, UT 84604
I, Glen A. Overton, do this date hereby
voluntarily accept and agree to
serve
as Registered Agent for Lake View Lodging Associates, L.C.
/s/ Glen A. Overton
--------------------------------
Glen A. Overton, Registered Agent
<PAGE>
V.
DIVISION APPOINTMENT: The Utah Division of Corporations is hereby
appointed
the agent of this limited liability company for service of process
if
the registered agent has resigned, the agent's authority had been revoked
or
the agent cannot be found or served with the exercise of reasonable
diligence.
VI.
CAPITOL: The total amount of cash and a description and agreed
value
of property other than cash initially contributed to the Company is:
A minimum One Thousand Dollars cash
The total additional contributions, if
any, agreed to be made by all
members
and the times at which or events upon the happening of which they
shall
be made:
Additional equity contributions shall be
made at such times and in such
amounts
as may be agreed by the Company and the members or as provided in the
Operating
Agreement of the Company.
Loans from members maybe
made to and accepted by the company and are
authorized
to be repaid on a preferential loan basis.
VII.
OWNERSHIP: The right, if given, of the members to admit additional
members,
and the terms and conditions of the admission:
Additional members may be submitted at
such times and on such terms and
conditions
as all members may unanimously agree and as provided in the
Operating
Agreement of the Company.
Ownership interest may be transferred only
upon the prior approval of
all
members.
VIII.
TERMINATION: This business and association shall terminate and
dissolve
upon the death, retirement, resignation, expulsion, or bankruptcy of
any
member. The right of the remaining members of the limited liability
company
to continue the business on the death, retirement, resignation,
expulsion,
bankruptcy, or dissolution of a member or occurrence of any other
event
which terminated the continued membership of a member in the limited
liability
company is as permitted by statute and as follows:
The remaining members of the Company may
continue the business upon the
termination
of membership of a member on the Company upon unanimous agreement
and
as provided in the Operating Agreement of the Company.
<PAGE>
IX.
MANAGEMENT.
The Company is to be managed by its
members: Zion Management and
Development
Company, Inc., through its designated officers and agents, 2601
North
Canyon Road, Suite 203, Provo, Utah 84604 and Fitch Properties L.C.,
through
its designated officers and agents, 550 West 700 South, Orem, Utah
84058,
and Bountiful Investment Group, Inc., formerly Profit Financial Real
Estate
Management Company, through its designated officers and agents, 14675
Interurban
Avenue South, Seattle, Washington 98168.
The members of the company are: (1) Zions Management and Development
Company
Inc., as to a 25% ownership as a member being a Utah Corporation, (2)
Fitch
Family Properties L.C., as to a 33% ownership as a member being a Utah
Corporation,
and (3) Bountiful Investment Group, Inc., as to a 42% ownership
as
a member being a Nevada Corporation; with such capital accounts,
management
control, and percentage ownerships and rights to receive profits
and
losses as are set fourth in the Operating Agreement,
Membership
Certificates
and such other written agreements between the members.
X.
INDEMNIFICATION: Other provisions for the regulations of the
internal
affairs of the limited liability company are:
1.
The Company shall indemnify any individual made a party to a
proceeding because he is or was a
manager, officer, organizer,
employee or agent of the Company
against liability incurred in the
proceeding if:
a. He conducted himself in good
faith;
b. He reasonably believed that his
conduct was in or at least not
opposed to the Company's best interest;
and
c. In the case of any criminal
proceeding, he had no reasonable
cause to believe his conduct was
unlawful.
2.
Indemnification shall also be provided for an individual's conduct
with respect to an employee benefit
plan if the individual reasonably
believed his conduct to be in the
interest of the participants in and
beneficiaries of such plan.
3.
The Company shall pay for or reimburse the reasonable expenses
incurred by a manager, officer,
organizer, employee or agent of the
Company who is a party to a
proceeding in advance of final disposition
of the proceeding if:
a. The individual furnishes the
Company a written affirmation of
his good faith belief that he
has met the standard of conduct
described herein;
b. The individual furnishes the
Company a written undertaking
executed personally or on his behalf
to repay the advance of it
is ultimately determined
<PAGE>
That he did not meet the
standard of conduct; and
c. A determination is made that the
facts then known to those
making the determination would
not preclude indemnification under
the law.
The undertaking required by this paragraph
shall be an unlimited general
obligation, but need not be secured and
may be accepted without reference
to financial ability to make repayment.
4.
The indemnification and advance of expense authorized herein shall
not be exclusive to any other rights
to which any manager, officer,
organizer, employee or agent may be
entitled under any Operating
Agreement, by-law, agreement, vote of
members or disinterest managers
or otherwise. The Articles of
Organization shall not be interpreted
to limit in any manner the
indemnification or right to advancement
for expenses of an individual who
would otherwise be entitled
thereto. These Articles of
Organization shall be interpreted as
mandating indemnification and
advancement of expenses to the extent
permitted by law.
5.
In addition to the foregoing, the Company shall indemnify and save
the organizers harmless for all acts
taken by them as organizers of
the Company, and shall pay all costs
and expenses incurred by or
imposed upon them as a result of the same,
including compensation
based upon the usual charges for
expenditures required of them in
pursuit of the defense against any
liability arising on the account
of acting as organizers or on account
of enforcing the indemnification
right hereunder, and the Company
releases them from all liability for
any such act as organizers not
involving willful or grossly negligent
misconduct.
IN WITNESS WHEREOF, the Articles
of Organization are executed
under penalties of perjury by all of the
members of the Limited
Liability Company effective as of the 22nd
day of September, 1997.
/s/ Glen A. Overton
-----------------------------------
Glen A. Overton, President
East Bay Lodging Associates L.C.
/s/ Wade B. Cook
-----------------------------------
Wade B. Cook, President
Bountiful Investment Group
formerly Profit Financial Real Estate
Management Company
/s/ Robert H. Fitch
-----------------------------------
Robert H. Fitch, Manager
Fitch Family Properties L.C.
<PAGE>
STATE
OF UTAH )
)ss.
COUNTY
OF UTAH )
On the 4 day of December, 1977 personally
appeared before me Glen A.
Overton
signer of the above instrument, who duly acknowledged to me that he
executed
the same.
My
Commission Expires
/s/ Deborah A. Whitlock
November
15, 1999
-------------------------------
--------------------- Notary Public
[SEAL]
Residing at:
Provo, Utah
-------------------------------
STATE
OF WASHINGTON )
)ss.
COUNTY
OF KING )
On the 2nd day of December, 1997
personally appeared before me Wade B.
Cook
signer of the above instrument, who duly acknowledged to me that he
executed
the same.
My
Commission Expires
/s/ ILLEGIBLE
October
1997 -------------------------------
------------------- Notary Public
Residing at:
Bellevue, Wa.
-------------------------------
STATE
OF UTAH )
)ss.
COUNTY
OF UTAH )
On the 4 day of December, 1997 personally
appeared before me Robert H.
Fitch
signer of the above instrument, who duly acknowledged to me that he
executed
the same.
My
Commission Expires
/s/ Deborah A. Whitlock
Nov. 1999
-------------------------------
------------------- Notary Public
Residing at:
Provo, UT
-------------------------------
[SEAL]