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Articles of Organization - Lake View Lodging Associates LC

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[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]

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