COLUMBIA PROPERTIES LAUGHLIN, LLC LIMITED LIABILITY COMPANY OPERATING AGREEMENT
Exhibit
3.7(a)
COLUMBIA PROPERTIES ▇▇▇▇▇▇▇▇, LLC
THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT is made and
entered into as of January 3, 2007, by and among Columbia Properties
Laughlin, LLC, a Nevada limited liability company (the “Company”) and Wimar OpCo, LLC (the
“Member”). The parties hereto, intending to be legally bound, agree as follows:
1. Formation of Limited Liability Company. The Company was organized
as a limited liability company pursuant to NRS 86 (the “Act”) by the filing of Articles of
Organization on May 19, 2003, as amended and restated on May 30, 2003 (the
“Articles”), with the Secretary of State of Nevada as required by the Act. The Member
hereby adopts and ratifies the Articles, as amended and restated, a copy of which is
attached as Exhibit A hereto, and ratifies the actions of the Company’s organizer. In
the event of a conflict between the terms of this Operating Agreement and the terms of the
Articles, the terms of the Articles shall prevail.
2. Name. The name of the Company shall be Columbia Properties ▇▇▇▇▇▇▇▇,
LLC.
3. Statutory Agent. The Company’s statutory agent shall be Jones, Jones,
Close & ▇▇▇▇▇, Chartered, d/b/a ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇. The Member may, at any time and from time to time, change the
statutory agent of the Company.
4. Purpose. The Company is formed for the purpose of engaging in any
activity in which limited liability companies may lawfully engage. The Company shall
have all the powers necessary, incidental or convenient to effect any purpose for which
it is formed, including all powers granted by the Act.
5. Fiscal Year. The fiscal year of the Company shall be the calendar year or
such other fiscal year as the Member shall determine pursuant to the provisions of Code
Section 706(b).
6. Term. The Company was formed on the date of filing of the Articles of
Organization and its period of existence shall be perpetual.
7. Initial Capital Contribution. Upon execution of this Agreement, the
Member shall contribute to the Company cash, property, services rendered, promissory
notes or any other binding obligation to contribute cash or property or to perform
services of the type and in the amount set forth opposite the Member’s name on
Schedule 1 attached hereto. In exchange for such capital contribution, the Member
shall receive the number of units of ownership interest in the Company (“Units”) set
forth opposite the Member’s name on Schedule 1. The Member hereby acknowledges
and agrees that the Units are being purchased for the Member’s own account and for
investment purposes only and not for resale in connection with the distribution or public
offering of the Units within the meaning of the Securities Act of 1933, the Nevada
Securities Act, or any other applicable securities laws and rules. A Member’s interest in
the Company may be evidenced by a certificate of limited liability company interest issued by the
Company. Each such certificate shall set forth the number of Units issued and outstanding and the
number of Units issued to the holder of the certificate, as of the date of the certificate, and
shall be signed by an officer on behalf of the Company.
8. Limited Liability. The Member shall not be personally liable to satisfy
any judgment, decree, or order of a court for, or be personally liable to satisfy in any
other manner, any debt, obligation, or liability of the Company solely by reason of being
a Member.
9. Management and Control in General. The Member shall have full and
exclusive power to manage and control the business and affairs of the Company. The
Member is the agent of the Company for the purpose of its business. Any act of the
Member in apparently carrying on in the usual way the business of the Company shall
bind the Company.
10. Officers. The Member may elect a president, one or more vice
presidents, treasurer, secretary and such other officer or officers as it may deem
necessary. Any two or more of such offices may be held by the same person. The
officers of the Company shall hold office until their successors are elected and qualified,
or for such order period as the Member may provide, but any officer may be removed at
any time, with or without cause, by the Member without prejudice to the contract rights,
if any, of the officers who were removed. The Member may fill any vacancy in the office
at any time. All of the officers of the Company shall at all times be and remain subject
to the direction or control of the Member.
11. Transfer of Units. The Member may transfer all or any portion of the
Units at any time and, unless in the instrument of transfer the Member withholds the
membership rights with respect to the transferred Units, such transferee shall be
admitted as a Member and shall be entitled to all membership rights with respect to the
transferred Units.
12. Unit Journal. The Member shall maintain a journal of ownership of all of
the outstanding Units containing the name and address of each Member, the number of
Units held and whether such Unit holder is a Member (the “Journal”). The Unit Journal
shall be conclusive evidence of the ownership of the Units and status as a Member
absent manifest error.
13. Dissolution of the Company. The Company shall be dissolved upon the
action of the Member or Members holding a majority of the Units held by all the
Members.
14. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada.
15. Entire Agreement; Amendment of Agreement. This Agreement
constitutes the entire understanding of the parties hereto with respect to the subject
matter hereof and supersedes any and all prior negotiations, understandings and
agreements in regard hereto. This Agreement may be amended only by a written
amendment signed by the Member.
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16. No Third Party Rights. This Agreement and the covenants and agreements
contained herein are solely for the benefit of the parties hereto. No other person shall be
entitled to enforce or make any claims, or have any right pursuant to the provisions of this
Agreement.
The undersigned have signed this Agreement as of the date set forth above.
| COLUMBIA PROPERTIES ▇▇▇▇▇▇▇▇, LLC | MEMBER: | |||||||||
| By: | Wimar OpCo, LLC | WIMAR OPCO, LLC | ||||||||
Its:
|
Sole Member | |||||||||
By:
|
Wimar Tahoe Corporation | By: | Wimar Tahoe Corporation | |||||||
Its:
|
Manager | Its: | Manager | |||||||
By:
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ | By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ | |||||||
| Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ | Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ | |||||||||
| Title: PRESIDENT | Title: PRESIDENT | |||||||||
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SCHEDULE 1
SCHEDULE OF INITIAL MEMBER, CAPITAL CONTRIBUTIONS AND UNITS
| Name and Address | Description and Agreed Value | |||||||
| of Member | of Capital Contribution | Units | ||||||
Wimar OpCo, LLC |
$ | 100.00 | 100 | |||||
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ |
||||||||
▇▇. ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
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EXHIBIT A
[Insert copy of Articles of Organization]