EXHIBIT 3.21
[Restated electronically for SEC filing purposes]
RESTATED OPERATING AGREEMENT
OF
OPRYLAND HOSPITALITY, LLC
THIS OPERATING AGREEMENT (the "Agreement"), made and entered into as of
November 30, 2000, is by and among the Members (as hereinafter defined).
Recitals:
Opryland Hospitality, Inc., a Tennessee corporation (the "Corporation")
has filed Articles of Conversion with the Tennessee Secretary of State resulting
in the conversion of the Corporation to Opryland Hospitality, LLC (the
"Company"). Pursuant to such Articles of Conversion, ▇▇▇▇▇▇▇ Hotels, LLC became
the sole member of the Company. The Members now wish to set forth their mutual
rights and obligations with respect to the Company.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
undertakings contained herein and other good and valuable consideration, the
receipt, adequacy, and sufficiency of which are hereby acknowledged, the Members
hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Definitions. As used in this Agreement, the following terms
shall have the indicated meanings:
"Act" means the Tennessee Limited Liability Company Act, as in effect on
the date hereof and as from time to time amended.
"Agreement" means this Operating Agreement, as from time to time amended.
"Articles" means those certain Articles of Organization of the Company set
forth in the Articles of Conversion of the Company filed with the Secretary of
State of Tennessee pursuant to which the Company was formed.
"Company" is defined in the Recitals above.
"Members" means, collectively, and "Member" means, individually, persons
owning some Membership Interest in the Company and listed on Exhibit A hereto,
as from time to time amended.
"Membership Interest" means the Member's interest in the Company, as set
forth on Exhibit A hereto, as from time to time amended.
ARTICLE II
MANAGEMENT
Section 2.1 Member Management of Company. The overall management of the
business and affairs of the Company shall be exercised by or under the direction
of the Members. Except where expressly provided herein to the contrary, all
decisions with respect to the management of the Company shall be made by the
Members.
Section 2.2 Managers. Managers of the corporation shall be appointed by
the Members to perform all duties as may be prescribed by the Members from time
to time.
Section 2.3 Term of Office. Each manager shall hold office at the pleasure
of the Members or until such officer's death or such manager shall resign or
shall have been removed in the manner hereinafter provided.
Section 2.4 Resignation and Removal of Directors. A manager may resign at
any time by giving notice to the Company. The Members may remove any manager at
any time with or without cause.
Section 2.5 Vacancies. A vacancy in any manager's position may be filled
by the Members.
Section 2.6 Duties of Managers. The managers of the Company, if and when
elected by the Members, shall have the authority, acting individually, to bind
the Company and shall have such duties as specified from time to time by
Members.
ARTICLE III
AMENDMENT
This Agreement may only be amended, modified or supplemented upon the
affirmative vote of the Members holding at least a majority of the Membership
Interests.
IN WITNESS WHEREOF, the Members have caused this Agreement to be executed
by themselves or their duly authorized representatives as of the day and year
first set out above.
▇▇▇▇▇▇▇ HOTELS, LLC
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Executive Vice President
Exhibit A
Member Name Membership Interest
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▇▇▇▇▇▇▇ Hotels, LLC 100.0%
