BCA-2.10 (Rev. Jul. 1984)
Submit in Duplicate Secretary of State
State of Illinois
ARTICLES OF INCORPORATION
Pursuant to the provisions of "The Business Corporation Act of 1983", the
undersigned incorporator(s) hereby adopt the following Articles of
Incorporation.
ARTICLE ONE The name of the corporation is EN&T ASSOCIATES INC.
(Shall contain the word "corporation", "company", "incorporated".
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"limited", or an abbreviation thereof)
ARTICLE TWO The name and address of the initial registered agent and its
registered office are:
Registered Agent THE PRENTICE-HALL CORPORATION SYSTEM, INC.
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First Name Middle Name Last Name
Registered Office 33 North LaSalle Street
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Number Street Suite #
(A P.O. Box alone is not acceptable)
Chicago 60602 Cook
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City Zip Code County
ARTICLE THREE The purpose or purposes for which the corporation is organized
are:
If not sufficient space to cover this point,
add one or more sheets of this size.
SEE RIDER A ATTACHED
ARTICLE FOUR Paragraph 1: The authorized shares shall be:
Class *Par Value per share Number of shares authorized
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Common no par value 200
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Paragraph 2: The preferences, qualifications, limitations,
restrictions and the special or relative rights in respect of the
shares of each class are:
If not sufficient space to cover this point,
add one or more sheets of this size.
SEE RIDER B ATTACHED
ARTICLE FIVE The number of shares to be issued initially, and the
consideration to be received by the corporation therefor, are:
*Par Value Number of shares Consideration to be
Class per share proposed to be issued received therefor
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Common no par value 100 $ 100
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$
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$
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$
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TOTAL $ 100
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* A declaration as to a "par value" is optional. This space may be marked "n/a"
when no reference to a par value is desired.
ARTICLE SIX OPTIONAL
The number of directors constituting the initial board of
directors of the corporation is __________________, and the names
and addresses of the persons who are to serve as directors until
the first annual meeting of shareholders or until their
successors be elected and qualify are:
Name Residential Address
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ARTICLE SEVEN OPTIONAL
(a) It is estimated that the value of all
property to be owned by the corporation for
the following year wherever located will be: $15,000,000
(b) It is estimated that the value of the
property to be located within the State of
Illinois during the following year will be: $15,000,000
(c) It is estimated that the gross amount of
business which will be transacted by the
corporation during the following year will
be: $12,000,000
(d) It is estimated that the gross amount of
business which will be transacted from places
of business in the State of Illinois during
the following year will be: $12,000,000
ARTICLE EIGHT OTHER PROVISIONS
Attach a separate sheet of this size for any other provision to
be included in the Articles of Incorporation, e.g., authorizing
pre-emptive rights; denying cumulative voting; regulating
internal affairs; voting majority requirements; fixing a duration
other than perpetual; etc.
NAMES & ADDRESSES OF INCORPORATORS
The undersigned incorporator(s) hereby declare(s), under penalties of
perjury, that the statements made in the foregoing Articles of Incorporation are
true.
Dated April 1, 1988
Signatures and Names Post Office Address
1. /s/ Michael D. McManus 1. 1 Gulf+Western Plaza
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Signature Street
Michael D. McManus New York, New York 10023
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Name (please print) City/Town State Zip
2. 2.
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Signature Street
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Name (please print) City/Town State Zip
3. 3.
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Signature Street
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Name (please print) City/Town State Zip
(Signatures must be in ink on original document. Carbon copy, xerox or rubber
stamp signatures may only be used on conformed copies)
NOTE: If a corporation acts as incorporator, the name of the corporation and the
state of incorporation shall be shown and the execution shall be by its
President or Vice-President and verified by him, and attested by its Secretary
or an Assistant Secretary.
RIDER A
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To transact any or all lawful businesses for which corporations may be
incorporated under the Business Corporation Act of 1983.
To engage in the general business of manufacturing and sale of sporting
goods and related business purposes.
To construct, build, purchase, lease, equip, or otherwise acquire and to
hold, own, improve, develop, manage, maintain, control, operate, lease,
mortgage, create liens upon, sell, convey, or otherwise dispose of any and all
plants, machinery, works, implements and things and property, real and personal,
of every kind and description, incidental to, connected with or suitable,
necessary or convenient for any of the purposes herein enumerated.
To apply for, purchase, register, or in any manner to acquire, and to hold,
own, use, operate, and introduce, and to sell, lease, assign, pledge, or in any
manner dispose of, and in any manner deal with patents, patent rights, licenses,
copyrights, trademarks, trade names, and to acquire, own, use, or in any manner
dispose of any and all inventions, improvements, and processes, labels, designs,
brands, or other rights, and to work, operate, or develop the same, and to carry
on any business, manufacturing or otherwise, which may directly or indirectly
effectuate these objects or any of them.
To do any and all such further acts and things and to exercise any and all
such further powers as may be necessary, appropriate or desirable for the
accomplishment, carrying out or attainment of all or any of the foregoing
purposes or objects.
RIDER B
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No holder of any of the shares of the corporation shall be entitled as of
right to purchase or subscribe for any unissued shares of any class or any
additional shares of any class to be issued by reason of any increase of the
authorized shares of the corporation or bonds, certificates of indebtedness,
debentures, or other securities convertible into shares of the corporation or
carrying any right to purchase shares of any class, but any such unissued shares
or such additional authorized issue of any shares or of other securities
convertible into shares, or carrying any right to purchase shares, may be issued
and disposed of pursuant to resolution of the Board of Directors to such
persons, firms, corporations, or associations and upon such terms as may be
deemed advisable by the Board of Directors in the exercise of its discretion.
Whenever any provision of the Business Corporation Act of 1983 shall
otherwise require the vote or the concurrence of the holders of at least
two-thirds of the outstanding shares of the corporation, of at least two-thirds
of the outstanding shares entitled to vote thereon of the corporation, or of at
least two-thirds of the outstanding shares of any class or series of the
corporation, as the case may be, in order to authorize any specified corporate
action, the vote or consent in writing of the holders of at least a majority of
any of said outstanding shares shall be sufficient to authorize any such
specified corporate action.
No shareholder entitled to vote in the election of directors of the
corporation shall be entitled to cumulative voting for the election of
directors.
BCA-10.30 (Rev. Jul 1984)
Secretary of State
State of Illinois
ARTICLES OF AMENDMENT
Pursuant to the provisions of "The Business Corporation Act of 1983", the
undersigned corporation hereby adopts these Articles of Amendment to its
Articles of Incorporation.
ARTICLE ONE The name of the corporation is EN&T ASSOCIATES INC. (Note 1)
ARTICLE TWO The following amendment of the Articles of Incorporation was
adopted on April 18, 1988 in the manner indicated below. ("X"
one box only.)
/ / By a majority of the incorporators, provided no directors were
named in the articles of incorporation and no directors have been
elected; or by a majority of the board of directors, in
accordance with Section 10.10, the corporation having issued no
shares as of the time of adoption of this amendment; (Note 2)
/ / By a majority of the board of directors, in accordance with
Section 10.15, shares having been issued but shareholder action
not being required for the adoption of the amendment; (Note 3)
/ / By the shareholders, in accordance with Section 10.20, a
resolution of the board of directors having been duly adopted and
submitted to the shareholders. At a meeting of shareholders, not
less than the minimum number of votes required by statute and by
the articles of incorporation were voted in favor of the
amendment; (Note 4)
/ / By the shareholders, in accordance with Sections 10.20 and 7.10,
a resolution of the board of directors having been duly adopted
and submitted to the shareholders. A consent in writing has been
signed by shareholders having not less than the minimum number of
votes required by statute and by the articles of incorporation.
Shareholders who have not consented in writing have been given
notice in accordance with Section 7.10; (Note 4)
/X/ By the shareholders, in accordance with Sections 10.20 and 7.10,
a resolution of the board of directors have been duly adopted and
submitted to the shareholders. A consent in writing has been
signed by all the shareholders entitled to vote on this
amendment. (Note 4)
(INSERT AMENDMENT)
(Any article being amended is required to be set forth in its entirety.)
(Suggested language for an amendment to change the corporate name is: RESOLVED,
that the Articles of Incorporation be amended to read as follows:)
ARTICLE ONE: The name of the corporation is RIDDELL, INC.
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(New Name)
All changes other than name, include on page 2
(over)
Page 3
ARTICLE THREE The manner, if not set forth in the amendment, in which any
exchange, reclassification or cancellation of issued shares, or a
reduction of the number of authorized shares of any class below
the number of issued shares of that class, provided for or
effected by this amendment, is as follows: (If not applicable,
insert "No change")
NO CHANGE
ARTICLE FOUR (a) The manner, if not set forth in the amendment, in which said
amendment effects a change in the amount of paid-in capital* is
as follows: (If not applicable, insert "No change")
NO CHANGE
(b) The amount of paid-in capital* as changed by this amendment
is as follows: (If not applicable, insert "No change")
NO CHANGE
Before Amendment After Amendment
Paid-in Capital $___________ $____________
The undersigned corporation has caused this statement to be signed by its
duly authorized officers, each of whom affirm, under penalties of perjury, that
the facts stated herein are true.
Dated April 18, 1988 EN&T ASSOCIATES INC.
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(Exact Name of Corporation)
attested by /s/ Leonard Toboroff by /s/ Robert Nederlander
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(Signature of Secretary (Signature of President
or Assistant Secretary) or Vice President)
Leonard Toboroff Robert Nederlander
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(Type or Print Name and Title) (Type or Print Name and Title)
* "Paid-in Capital" replaces the terms Stated Capital and Paid-in Surplus and is
equal to the total of these accounts.