EX-3.123(A) 246 a2202241zex-3_123a.htm EX-3.123(A)

Exhibit 3.123(a)

 

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 03/23/1998
981110001 - 2874734

 

 

ARTICLES OF INCORPORATION

 

OF

 

OWNERS CLUB ASSET COMPANY

 

ARTICLE I

 

The name of the corporation is Owners Club Asset Company.

 

ARTICLE II

 

The address of its registered office in the State of Delaware is 1013 Centre Road, City of Wilmington, County of New Castle; and the name of the registered agent of the corporation in the State of Delaware at such address is Corporation Service Company.

 

ARTICLE III

 

The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

 

ARTICLE IV

 

The total number of shares of stock which the corporation shall have authority to issue is One Thousand (1,000) and the par value of each of such shares is One Dollar ($1.00) amounting in the aggregate to One Thousand Dollars ($1,000.00).

 

ARTICLE V

 

The name and mailing address of the incorporator is:

 

Thomas T. Henslee

3030 LBJ Freeway, Suite 840

Dallas, Texas 75234

 

ARTICLE VI

 

The corporation is to have perpetual existence.

 



 

ARTICLE VII

 

The board of directors is authorized to make, alter or repeal the by-laws of the corporation. Election of directors need not be by written ballot.

 

ARTICLE VIII

 

A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit.

 

ARTICLE IX

 

The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

 

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of Delaware, do make this certificate, hereby declaring that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 13th day of March, 1998.

 

 

 

 

/s/ Thomas T. Henslee

 

 

Thomas T. Henslee

 

PREPARED BY H&C

March 13, 1998

 

2