General Business Contracts

[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if the registered agent has resigned, the agent's authority had been revoked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]