Exhibit 3.2.71
CERTIFICATE OF INCORPORATION
OF TOMS RIVER THEATRE CORP.
We, the undersigned individuals of the age of twenty-one (21) years of age or more, acting as incorporators of a corporation under the New Jersey Business Corporation Act, do hereby adopt the following Certificate of Incorporation for such corporation:
I.
NAME
The name of the corporation is TOMS RIVER THEATRE CORP.
II.
DURATION
The period of the corporation’s duration shall be perpetual.
III.
PURPOSE OR PURPOSES
The corporation shall be for the purpose of any activity within the purposes for which corporations may be organized under the New Jersey Business Corporation Act.
IV.
CAPITALIZATION
The aggregate number of shares which the corporation shall have authority to issue is Five Hundred (500), without nominal or par value.
V.
REGISTERED OFFICE
The address of the corporations initial registered office is 1319 Memorial Drive, City of Asbury Park, County of Monmouth and State of New Jersey and the of the corporation’s initial registered agent at such address is Robert E. Levy.
VI.
DIRECTORS
The number of directors constituting the initial Board of Directors is three (3) and the names and addresses of the persons who are to serve as directors under the first annual meeting of the shareholders, or until their successors are elected and qualified are:
Name | Address | |
Robert E. Levy | 1319 Memorial Drive, Asbury Park, New Jersey 07712 | |
Beverley P. Snee | 1600 Emory Street, Asbury Park, New Jersey 07712 | |
Kim A. Moore | 600 Richmond Avenue, Point Pleasant Beach, New Jersey 08742 | |
The number of directors of the corporation set forth above shall constitute the authorized number of directors until changed by an amendment of a by-law adopted by the vote or the written consent of the holders of the majority of the then outstanding shares of stock in the corporation.
VII.
INCORPORATORS
Name | Address | |
Robert E. Levy | 1319 Memorial Drive, Asbury Park, New Jersey 07712 | |
Beverley P. Snee | 1600 Emory Street, Asbury Park, New Jersey 07712 | |
Kim A. Moore | 600 Richmond Avenue, Point Pleasant Beach, New Jersey 08742 | |
IN WITNESS WHEREOF, we have hereunto set our hands this 19th day of July, 1976.
| /s/ ROBERT E. LEVY |
| ROBERT E. LEVY |
| /s/ BEVERLEY P. SNEE |
| BEVERLEY P. SNEE |
| /s/ KIM A. MOORE |
| KIM A. MOORE |
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
TOMS RIVER THEATER CORP.
Pursuant to the provisions of N.J.S.A. 14A:9-2(4) and N.J.S.A. 14A:9-4(3), Corporations, General of the New Jersey Statutes, TOMS RIVER THEATER CORP., a New Jersey Corporation, desiring to amend its Certificate of Incorporation DOES HEREBY CERTIFY as follows:
1.Name: The name of the corporation is Toms River Theater Corp. (the “Corporation”).
2.Amendment: The following amendment to the Certificate of Incorporation was approved by the directors and by the shareholders of the Corporation:
RESOLVED that Article I of the Corporation’s Certificate of Incorporation is hereby amended to read as follows:
“I
NAME
The name of the corporation is Jersey Garden Cinemas, Inc.”
3.Date: The above amendment was adopted by the directors and shareholders on the 21st day of May, 1999.
4.Shares Voting: The total number of shares entitled to vote on the amendment was 100 shares of Common Stock.
5.Vote: The number of shares voted for and against said amendment was:
Number of Shares Voting For Amendment | Number of Shares Voting Against Amendment | |
| 100 | -0- |
6. This Amendment shall become effective on the date of filing with the Secretary of State of New Jersey.
IN WITNESS WHEREOF, the undersigned has executed this Certificate on behalf of the Corporation the 24th day of May, 1999.
TOMS RIVER THEATER CORP. | ||
By: | /s/ John J. Walker | |
Name: John J. Walker | ||
Title: Senior Vice President | ||
New Jersey Department of State
Division of Commercial Recording
Certificate of Amendment to the
Certificate of Incorporation
(For Use by Domestic Profit Corporations)
Pursuant to the provisions of Section 14A:9-2(4) and Section 14A:9-4(3), Corporations General of New Jersey Statues, the undersigned corporation executes the following Certificate of Amendment to its Certificate of Incorporation:
1. The name of the corporation is: Jersey Garden Cinemas, Inc.
2. In accordance with Section 14A:14-24 of the General Corporation Law of New Jersey, this Amendment of the Articles of Incorporation was made pursuant to a provision contained in an order of the United States Bankruptcy Court for the Southern District of New York having jurisdiction over a proceeding for the reorganization of this Corporation in the matter ofIn re Loews Cineplex Entertainment Corporation et. al., case number 01-40431, confirmed and approved on March 1, 2002
3. Article Four of the Certificate of Incorporation shall be amended by adding the following sentence:
“In accordance with Section 1123(a)(6) of the Bankruptcy Code, the Corporation shall not issue non-voting equity securities prior to March 21, 2003.”
Dated this 21 Day of March, 2002
| BY: | /s/ BRYAN BERNDT | |
| Bryan Berndt | ||
| Vice President | ||