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Exhibit 3.18
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| | | State of California
Secretary of State | | [SEAL] |
I, BRUCE McPHERSON, Secretary of State of the State of California, hereby certify:
That the attached transcript of 1 page(s) has been compared with the record on file in this office, of which it purports to be a copy, and that it is full, true and correct.
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| | | IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California this day of |
[SEAL] |
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AUG 23 2005 |
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/s/ Bruce McPherson
BRUCE McPHERSON
Secretary of State |
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| [SEAL] | | State of California
Secretary of State | | |
| | | | | ENDORSED—FILED
in the office of the Secretary of State
of the State of California |
| | | | | AUG 10 2005 |
LIMITED LIABILITY COMPANY
CERTIFICATE OF MERGER
(Corporations Code Section 17552) | | |
Filing Fee—Please see instructions.
IMPORTANT—Read instructions before completing this form. |
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| | | | | This Space For Filing Use Only |
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1. Name of surviving entity:
LABC Productions, LLC | | 2. Type of entity:
LLC | | 3. Secretary of State File Number:
200517810115 | | 4. Jurisdiction:
California |
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5. Name of disappearing entity:
LABC Productions, Inc. | | 6. Type of entity:
corporation | | 7. Secretary of State File Number:
2727840 | | 8. Jurisdiction:
California |
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| 9. Future effective date, if any: | | Month | | Day | | Year |
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10. If a vote was required pursuant to Section 17651 or Section 1113, enter the outstanding interests of each class entitled to vote on the merger and the percentage of vote required:
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| | Surviving Entity | | Disappearing Entity |
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| | Each class entitled to vote | | Percentage of vote required | | Each class entitled to vote | | Percentage of vote required |
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| | member has one vote | | 100%—one member | | 1,000 shares Common | | 100% |
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| 11. | | The principal terms of the agreement of merger were approved by a vote of the number of interests or shares of each class that equaled or exceeded the vote required. |
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| SECTION 12 IS ONLY APPLICABLE IF THE SURVIVING ENTITY IS A DOMESTIC LIMITED LIABILITY COMPANY. COMPLETE ITEM 12 AND PROCEED TO ITEM 15. |
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| 12. | | Requisite changes to the information set forth in the Articles of Organization of the surviving limited liability company resulting from the merger. Attach additional pages if necessary. |
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| SECTIONS 13 AND 14 ARE APPLICABLE IF THE SURVIVING ENTITY IS A FOREIGN LIMITED LIABILITY COMPANY OR OTHER BUSINESS ENTITY. COMPLETE ITEMS 13 AND 14. |
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| 13. | | Principal business address of the surviving foreign limited liability company or other business entity: |
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Address: |
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City: State: Zip Code: [SEAL] |
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| 14. | | Other information required to be stated in the Certificate of Merger by the laws under which each constituent other business entity is organized. Attach additional pages if necessary. |
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| 15. | | Number of pages attached, if any: |
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| 16. | | I certify that the statements contained in this document are true and correct of my own knowledge. I declare that I am the person who is executing this instrument which execution is my act and deed. |
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| | | | | Executive Vice President of DIRECTV Enterprises, |
| /s/ Larry D. Hunter | | 8/18/05 | | Larry D. Hunter LLC, Member | | 8/18/05 |
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| Signature of Authorized Person for the Surviving Entity | | Date | | Type or Print Name and Title of Person Signing | | Date |
| | | | | Asst. Secretary of DIRECTV Enterprises, LLC Member |
| /s/ Janet L. Williamson | | 8/18/05 | | Janet L. Williamson | | 8/18/05 |
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| Signature of Authorized Person for the Surviving Entity | | Date | | Type or Print Name and Title of Person Signing | | Date |
/s/ Larry D. Hunter |
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8/18/05 |
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Larry D. Hunter, Executive Vice Pres. |
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8/18/05 |
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| Signature of Authorized Person for the Disappearing Entity | | Date | | Type or Print Name and Title of Person Signing | | Date |
/s/ Janet L. Williamson |
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8/18/05 |
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Janet L. Williamson, Asst. Secretary |
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8/18/05 |
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| Signature of Authorized Person for the Disappearing Entity | | Date | | Type or Print Name and Title of Person Signing | | Date |
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| SEC/STATE (REV. 03/2005) | | | | FORM LLC-9—FILING FEE: SEE INSTRUCTIONS
Approved by Secretary of State |
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| | | State of California
Secretary of State | | [SEAL] |
I, BRUCE McPHERSON, Secretary of State of the State of California, hereby certify:
That the attached transcript of 1 page(s) has been compared with the record on file in this office, of which it purports to be a copy, and that it is full, true and correct.
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| | | IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California this day of |
[SEAL] |
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JUN 29 2005 |
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/s/ Bruce McPherson
BRUCE McPHERSON
Secretary of State |
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| | | | | File # 200517810115 |
| [SEAL] | | State of California
Secretary of State | | |
| | | | | ENDORSED—FILED
in the office of the Secretary of State
of the State of California |
LIMITED LIABILITY COMPANY
ARTICLES OF ORGANIZATION | | JUN 24 2005 |
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| A $70.00 filing fee must accompany this form. | | |
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| IMPORTANT—Read instructions before completing this form. | | This Space For Filing Use Only |
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| ENTITY NAME (End the name with the words "Limited Liability Company," "Ltd. Liability Co.," or the abbreviations "LLC" or "L.L.C.") |
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| 1. | | NAME OF LIMITED LIABILITY COMPANY |
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LABC Productions, LLC |
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| PURPOSE (The following statement is required by statute and may not be altered.) |
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| 2. | | THE PURPOSE OF THE LIMITED LIABILITY COMPANY IS TO ENGAGE IN ANY LAWFUL ACT OR ACTIVITY FOR WHICH A LIMITED LIABILITY COMPANY MAY BE ORGANIZED UNDER THE BEVERLY-KILLEA LIMITED LIABILITY COMPANY ACT. |
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| INITIAL AGENT FOR SERVICE OF PROCESS (If the agent is an individual, the agent must reside in California and both Items 3 and 4 must be completed. If the agent is a corporation, the agent must have on file with the California Secretary of State a certificate pursuant to Corporations Code section 1505 and Item 3 must be completed (leave Item 4 blank). |
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| 3. | | NAME OF INITIAL AGENT FOR SERVICE OF PROCESS |
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C T Corporation System |
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| 4. | | IF AN INDIVIDUAL, ADDRESS OF INITIAL AGENT FOR SERVICE OF PROCESS IN CALIFORNIA CITY STATE ZIP CODE |
| | | CA |
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| MANAGEMENT (Check only one) |
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| 5. | | THE LIMITED LIABILITY COMPANY WILL BE MANAGED BY: |
| | | o ONE MANAGER |
| | | o MORE THAN ONE MANAGER |
| | | ý ALL LIMITED LIABILITY COMPANY MEMBER(S) |
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| ADDITIONAL INFORMATION |
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| 6. | | ADDITIONAL INFORMATION SET FORTH ON THE ATTACHED PAGES, IF ANY. IS INCORPORATED HEREIN BY THIS REFERENCE AND MADE A PART OF THIS CERTIFICATE. |
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| EXECUTION |
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| 7. | | I DECLARE I AM THE PERSON WHO EXECUTED THIS INSTRUMENT, WHICH EXECUTION IS MY ACT AND DEED. |
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| | /s/ Jan Williamson | | June 21, 2005 |
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| | SIGNATURE OF ORGANIZER | | DATE |
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Jan Williamson |
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[SEAL] |
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| | TYPE OR PRINT NAME OF ORGANIZER | | |
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| RETURN TO (Enter the name and the address of the person or firm to whom a copy of the filed document should be returned. |
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| 8. | | NAME | | Jan Williamson |
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FIRM |
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DIRECTV |
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ADDRESS |
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2230 E. Imperial Highway |
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CITY/STATE/ZIP CODE |
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El Segundo, CA 90245 |
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| LLC-1 (REV 03/2005) | | APPROVED BY SECRETARY OF STATE |
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