Exhibit 3.2.90
F040730000428
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
ETON AMUSEMENT CORPORATION
Under Section 805 of the Business Corporation Law
FIRST: The name of the corporation is Eton Amusement Corporation
SECOND: The certificate of incorporation of the corporation was filed by the Department of State on May 17,1928.
THIRD: The amendment of the certificate of incorporation effected by this certificate of amendment is as follows:
To change the purpose of the corporation.
FOURTH: To accomplish the foregoing amendment, Article Second of the certificate of incorporation is hereby stricken out in its entirety, and the following new Article is substituted in lieu thereof:
The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the Business Corporation Law of the State of New York, exclusive of any act or activity requiring the consent or approval of any state official, department, board, agency or other body without such consent or approval first being obtained.
FIFTH: The Board of Directors and the Shareholders of the corporation authorized the amendment under the authority vested in said Board under the provisions of the certificate of incorporation and of Section 708 of the Business Corporation Law of New York.
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IN WITNESS WHEREOF, Eton Amusement Corporation has caused this Certificate of Amendment of Certificate of Incorporation to be executed by its Senior Vice President, this 27thday of July, 2004.
| /s/ MICHAEL POLITI |
| Senior Vice President |
| Michael Politi |
| Senior Vice President & Corporate Counsel |
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CERTIFICATE OF INCORPORATION
–OF–
ETON AMUSEMENT CORPORATION
Pursuant to Article Two of the Stock Corporation Law.
ARTICLE I. The corporate name is ETON AMUSEMENT CORPORATION.
ARTICLE II. The purposes for which the corporation is formed are :
To purchase or otherwise acquire, erect, sell, lease, deal in and operate theatres and to maintain and operate other amusement enterprises of all kinds; to buy, rent, sell, manufacture, exhibit, deal in and with moving picture films.
To purchase or otherwise acquire real estate and leaseholds or any interest therein, in addition to such as may be necessary for the purposes hereinbefore expressed and to own, hold or improve, lease, sell and deal in the same.
To purchase or otherwise acquire real and personal property of any and all kinds that may be lawfully acquired and held by a business corporation, and in particular lands, leaseholds, shares of stock, mortgages,
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bonds, debentures and other securities, merchandise, book debts and claims, copyrights, manuscripts, trademarks, tradenames, brands, labels, patents, caveats and patent rights, licenses, grants and concessions and any interest in real or personal property.
To enter into, make, perform and carry out contracts of every kind which a corporation organized under the business corporation law may enter into, and for any lawful purpose with any firm, person, association or corporation.
To make, accept, endorse, execute and issue promissory notes, bills of exchange, bonds, debentures, mortgages and other obligations from time to time for the purchase of property or any purpose in or about the business of the company, and to secure the payment of any such obligation by mortgage, pledge, deed of trust or otherwise.
To purchase, hold and re-issue shares of its capital stock in the manner and to the extent permitted by the laws of the State of New York.
To conduct and transact business in any of the states, territories, colonies or dependencies of the United States, and in any and all foreign countries, to have one or more offices _______ and therein to hold, purchase, mortgage and convey real and personal property without limit as to amount, but always subject to local laws.
The foregoing clauses shall be construed both as objects and powers; and it is hereby provided that the foregoing enumeration of specific powers shall not be
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held to limit or restrict in any manner the powers of the corporation.
To do all and every thing necessary, suitable and proper for the accomplishment of any of the purposes or the attainment of any of the objects or the furtherance of any of the powers hereinbefore set forth, either alone or associated with other corporations, forms or individuals, and to do any other act or acts, thing or things incidental or pertaining to or growing out of, or connected with the aforesaid business, or powers, or any part or parts thereof, provided the same be not inconsistent with the law under which this corporation is organized.
ARTICLE III. (a) The total number of shares that may be issued by the corporation is 1500.
(b) None of these shares shall have a par value.
(c) The total number of shares which are to be without par value is 1500.
(d) The capital of the corporation shall be at least equal to the sum of the aggregate par value of all issued shares having par value plus the aggregate amount of consideration received by the corporation for the issuance of shares without par value plus such amounts as from time to time by resolution of the Board of Directors may be transferred thereto.
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ARTICLE IV. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors are expressly authorized.
To make, alter, amend and rescind the by-laws of the company, and to fix the times for the declaration and payment of dividends, and subject to the provisions of the statute, to authorise and cause to be executed mortgages and liens upon the real and personal property of the company.
The company may use and apply its surplus earnings and accumulated profits to the purchase or acquisition of property and to the purchase or acquisition of its own capital stock, from time to time and to such extent and in such manner and upon such terms, as the Board of Directors shall determine.
Subject to the foregoing provisions, the By-laws may prescribe the number of directors to constitute a _____ at their meetings, and such number may be less than a majority of the whole number.
The company reserves the right to amend, alter, change or repeal any provisions of this certificate contained in the manner ___ hereafter prescribed by statute for the amendment of the certificate of incorporation.
ARTICLE V. The principal office of the company is to be located _ _ _ ____ Manhattan, County of New York, State of New York.
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ARTICLE VI. The duration of the company is to be perpetual.
ARTICLE VII. The number of its directors is to be three. The directors need not be Stockholders unless the By-laws of the corporation shall so require. The names and post office addresses of its directors until the first annual meeting of the corporation are as follows:-
NAMES | POST OFFICE ADDRESSES | |
| BEATRICE ZELENKO | #1540 Broadway, Manhattan | |
| Borough, New York City. | ||
| GERTRUDE LEBELSON | #1540 Broadway, Manhattan | |
| Borough, New York City. | ||
| MATIE HAMMERSTEIN | #1540 Broadway, Manhattan | |
| Borough, New York City. | ||
ARTICLE VIII. The names and post office addresses of each of the subscribers of this certificate of incorporation and the statement of the number of shares which each agrees to take in the corporation, are as follows :-
NAMES | POST OFFICE ADDRESSES | NO. OF SHARES | ||
| BEATRICE ZELENKO | #1540 Broadway, Manhattan | |||
| Borough, New York City. | 2 | |||
| GERTRUDE LEBELSON | #1540 Broadway, Manhattan | |||
| Borough, New York City. | 2 | |||
| MATIE HAMMERSTEIN | #1540 Broadway, Manhattan | |||
| Borough, New York City. | 1 | |||
ARTICLE IX. All of the subscribers of the certificate of incorporation are of full age, at least two-thirds of them
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are citizens of the United States and at least one of them is a resident of the State of New York, and at least one of said persons named as a director is a citizen of the United States and a resident of the State of New York.
IN WITNESS WHEREOF, we have made and subscribed this certificate in triplicate this 11th day of May, 1928.
| /s/ MATIE HAMMERSTEIN | (L.S.) | |
| /s/ GERTRUDE LEBELSON | (L.S.) | |
| /s/ BEATRICE ZELENKO | (L.S.) | |
STATE OF NEW YORK | ) | |
| )SS.: | ||
COUNTY OF NEW YORK | ) |
On this day of May, 19_8, before me personally came _____,____ and _______________, to me known and known to me to be the individuals described in and who executed the foregoing certificate of incorporation and they severally __ acknowledged to me that they executed the same.
| /s/ Illegible |
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CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION OF
ETON AMUSEMENT CORPORATION
PURSUANT TO SECTION 36 OF THE STOCK CORPORATION LAW
WE, the undersigned, being the holders of record of all the outstanding shares of Eton Amusement Corporation entitled to vote on a change in the number of directors, do hereby certify as follows:
1. The name of corporation is ETON AMUSEMENT CORPORATION.
2. The Certificate of Incorporation was filed in the office of the Secretary of State on the 17th day of May, 1928.
3. The Certificate of Incorporation of this corporation is hereby amended, as authorized in subdivision 2 of Section 35 of the Stock Corporation Law to change the number of directors to not less than four nor more than eight.
4. To accomplish such change in the number of directors, the first sentence of Article VII of the Certificate of Incorporation of this corporation is hereby amended to read as follows:
“The number of directors of the Corporation shall not be less than four nor more than eight.”
IN WITNESS WHEREOF we have made and subscribed this Certificate this 30th day of June 1954.
| LOEW’S INCORPORATED | ||
| BY | /s/ Illegible | |
| Vice President | ||
[SEAL]
STATE OF NEW YORK | ) | |||
| ) | SS.: | |||
COUNTY OF NEW YORK | ) |
On this 30th day of June 1954, before me personally came JOSEPH R. VOGEL, to me known, who, being by me duly sworn, did depose and say that he resides at No. 888 Park Avenue, New York City; that he is the Vice President of Loew’s Incorporated, the corporation described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; and that he signed his name thereto by like order.
| /s/ MORRIS SHER |
| MORRIS SHER |
| Notary Public, State of New York |
| No. 24-8964200, Qualified in Kings Co. |
| Cert. Filed in New York County |
| Commission Expires March 30, 1956 |
STATE OF NEW YORK | ) | |||
| ) | SS.: | |||
COUNTY OF NEW YORK | ) |
LEOPOLD FRIEDMAN being duly sworn deposes and says:
That he is the Secretary of Eton Amusement Corporation; that the persons who executed the foregoing Certificate of Increase of the number of directors of Eton Amusement Corporation, constitute the holders of record of all outstanding shares of said corporation entitled to vote with relation to the proceedings provided for in the Certificate.
| Subscribed and sworn to before me this 30th day of June 1954. | ||||
| /s/ MORRIS SHER | /s/ Illegible | |||
| MORRIS SHER | ||||
| Notary Public, State of New York | ||||
| No. 24-8964200, Qualified in Kings Co. | ||||
| Cert. Filed in New York County | ||||
| Commission Expires March 30, 1956 | ||||
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CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION OF
ETON AMUSEMENT CORPORATION
PURSUANT TO SECTION 36 OF THE STOCK CORPORATION LAW
THE UNDERSIGNED, holder of record of all of the outstanding shares of ETON AMUSEMENT CORPORATION entitled to vote with relation to the proceedings provided for in this Certificate, does hereby certify as follows:
1. The name of the corporation is ETON AMUSEMENT CORPORATION
2. The Certificate of Incorporation of said corporation was filed in the office of the Secretary of State on the 17th day of May 28.
3. The Certificate of Incorporation is hereby amended to effect a change authorized in subdivision 2 of Section 35 of the Stock Corporation Law, to wit_ to provide that the number of directors shall be not less than three nor more than ten,
4. To accomplish the amendment, the provision of the Certificate of Incorporation, as amended by a Certificate of Amendment filed on the 24th day of August 1954, fixing the number of directors, is hereby further amended to read as follows:
“The number of directors of the corporation shall be not less than three nor more than ten.”
IN WITNESS WHEREOF, the undersigned has subscribed and acknowledged this Certificate this 5th day of April, 1957.
| LOEW’S INCORPORATION | ||
| BY | /s/ CHARLES C. MOSKOWITZ | |
| Charles C. Moskowitz, Vice-Pres. | ||
| STATE OF NEW YORK | ) | |||
| COUNTY OF NEW YORK | ) | SS: |
On this 5th day of April, 1957, before me personally came CHARLES C. MOSKOWITZ to me known, who being by me duly sworn, did depose and say that he resides at 8245 Beverly Road, Kew Gardens, L.I.,N.Y.; that he is the Vice-President of LOEW’S INCORPORATED, the corporation described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; that he signed his name thereto by like order.
| /s/ THOMAS BRESS |
| THOMAS BRESS |
NOTARY PUBLIC, STATE OF NEW YORK NO. 30-0410200 TERM EXPIRES MARCH 30, 1959 |
| STATE OF NEW YORK | ) | |||
| COUNTY OF NEW YORK | ) | SS: |
ARCHIE WELTMAN, being duly sworn, deposes and says:
That he is the Secretary of ETON AMUSEMENT CORPORATION; that LOEW’S INCORPORATED which executed the foregoing Certificate of Amendment is the holder of record of all outstanding shares of ETON AMUSEMENT CORPORATION entitled to vote with relation to the proceedings provided for in said Certificate.
| /s/ ARCHIE WELTMAN |
| ARCHIE WELTMAN |
| Subscribed and sworn to before me this 5th day of April, 1957. |
| /s/ THOMAS BRESS |
| THOMAS BRESS |
NOTARY PUBLIC, STATE OF NEW YORK NO. 30-0410200 TERM EXPIRES MARCH 30, 1959 |
CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION
of
ETON AMUSEMENT CORPORATION
Under Section 805 of the Business Corporation Law
FIRST: The name of the Corporation is ETON AMUSEMENT CORPORATION.
SECOND: The Certificate of Incorporation of the Corporation was filed by the Department of State on May 17, 1928.
THIRD: The amendment of the certificate of incorporation effected by this certificate of amendment is as follows: To remove from the authorized shares of the corporation 1,490 issued reacquired and cancelled shares of capital stock, without par value, and, in that connection, to reduce the stated capital of the Corporation by the amount of stated capital represented by the shares to be removed, so that the aggregate stated capital of the Corporation is reduced from $150,000 to $1,000.
FOURTH: To accomplish the foregoing amendment Article III of the certificate of incorporation relating to the aggregate number of shares which the Corporation is
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authorized to issue, the par value thereof and the classes into which the shares are divided, is hereby amended to read as follows:
“ARTICLE III. (a) The total number of shares that may be issued by the corporation is 10.
(b) None of these shares shall have a par value.
(c) The total number of shares which are to be without par value is 10.”
FIFTH: The foregoing amendment of the certificate of incorporation of the corporation was authorized by the unanimous written consent of the holder of all the outstanding shares of the corporation entitled to vote on the said amendment of the certificate of incorporation.
IN WITNESS WHEREOF, I have subscribed this document on May 23, 1975, and do hereby affirm, under the penalty of perjury, that the statements contained therein have been examined by me and are true and correct.
| LOEWS REALTY INC. | ||
| SOLE SHAREHOLDER | ||
| By | /s/ BARRY HIRSCH | |
| Barry Hirsch | ||
| Vice President-Secretary | ||
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F020322000326
CERTIFICATE OF AMENDMENT
OF THE CERTIFICATE OF INCORPORATION
OF
Eton Amusement Corporation
UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW
| 1. | The name of the corporation is: Eton Amusement Corporation. |
| 2. | The certificate of incorporation of said corporation was filed by the Department of State on May 17, 1928. |
| 3. | The certificate of incorporation is amended so that Article Three is amended by adding the following sentence: |
“In accordance with Section 1123(a)(6) of the Bankruptcy Code, this corporation shall not issue non-voting equity securities prior to March 21, 2003.”
| 4. | Shareholder approval was not required. In accordance with Section 808 of the New York Business Corporation Law, this Amendment to the Certificate of Incorporation was made pursuant to a provision contained in an order by 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 01-40414, confirmed and approved on March 1, 2002. |
IN WITNESS WHEREOF, I hereunto sign my name and affirm that statements made herein are true under the penalties of perjury this 21 day of March, 2002.
Dated: March 21, 2002
| Eton Amusement Corporation | ||
| By: | /s/ BRYAN BERNDT | |
| Bryan Berndt | ||
| Vice President, signing pursuant to the Bankruptcy Court order in and accordance with section 808 of the NY Business Corporation Law. | ||
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