EXHIBIT 3.9
ARTICLES OF INCORPORATION
OF
THE LIQUOR CLUB AT PECAN GROVE, INC.
We, the undersigned natural persons of the age of twenty-one (21)
years or more, at least two (2) of whom are citizens of the State of Texas,
acting as incorporators of a corporation under the Texas Business Corporation
Act, do hereby adopt the following Articles of Incorporation for such
corporation:
ARTICLE I
The name of the corporation is:
THE LIQUOR CLUB AT PECAN GROVE, INC.
ARTICLE II
The period of its duration is perpetual.
ARTICLE III
The purpose or purposes for which the corporation is organized is,
generally, to buy, sell, and deal in personal property, real property and
services subject to Part Four of the Texas Miscellaneous Corporation Laws Act;
to buy and sell alcoholic beverages; and, to do any other act permitted or
allowed by law.
This corporation shall have the power to do everything necessary,
proper, advisable, or convenient for the accomplishment of any of the purposes
stated above; provided, however, that nothing herein shall be construed to
authorize the corporation to carry on any business, exercise any power or to do
any act which the corporation may not under the Texas Business Corporation Act
lawfully carry on, exercise or do.
ARTICLE IV
The aggregate number of shares which the corporation shall have the
authority to issue is 500,000 shares of Common stock with a par value of $1.00
per share, each share of which has full voting rights with respect to the
election of Directors and other matters of corporation business.
ARTICLE V
The corporation will not commence business until it has received for
the issuance of its shares consideration of the value of One Thousand and no/100
Dollars ($1,000.00) consisting of money, labor done, or property actually
received.
ARTICLE VI
The post office address of its initial registered office is 1900 St.
James Place, Suite 120, Houston, Texas 77056; the name of its initial registered
agent at such address is Morris Hamm.
ARTICLE VII
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 until the first annual meeting of shareholders or until their
successors are elected and qualified are:
M.D. Belin 1900 St. James Place
Suite 120
Houston, Texas 77056
Morris Hamm 1900 St. James Place
Suite 120
Houston, Texas 77056
Greg White 1900 St. James Place
Suite 120
Houston, Texas 77056
ARTICLE VIII
The names and addresses of the incorporators are:
Jane Edgeworth 1900 St. James Place
Suite 120
Houston, Texas 77056
Morris Hamm 1900 St. James Place
Suite 120
Houston, Texas 77056
Greg White 1900 St. James Place
Suite 120
Houston, Texas 77056
-2-
ARTICLE IX
To the fullest extent permitted by law, each Director or officer of
the corporation and each member of any committee of the Board of Directors of
the corporation shall, in the performance of any duty imposed or in the exercise
of any power conferred upon him by the corporation or by applicable law, be
fully protected and excused from liability if, in the exercise of ordinary care,
he acted in good faith.
IN WITNESS WHEREOF, we have hereunto set our hands, this ___ day of
August, 1979.
/s/ JANE EDGEWORTH
-------------------
Jane Edgeworth
/s/ MORRIS HAMM
-------------------
Morris Hamm
/s/ GREG WHITE
-------------------
Greg White
STATE OF TEXAS
COUNTY OF HARRIS
I, Carol Elliott, a Notary Public, do hereby certify that on this
6th day of August, 1979, personally appeared before me Jane Edgeworh, Morris
Hamm and Greg White, who each being by me first duly sworn, severally declare
that they are the persons who signed the foregoing document as incorporators,
and that the statements contained herein are true.
/s/ CAROL ELLIOTT
--------------------
Notary Public in and for
Harris County, Texas
[NOTARY SEAL]
STATEMENT OF CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT
OR BOTH BY A PROFIT CORPORATION
1. The name of the corporation is THE LIQUOR CLUB AT PECAN GROVE,INC.
-----------------------------------
2. The address, including street and number, of its present registered office
as shown in the records of the Secretary of State of Texas before filing
this statement is 1900 ST. JAMES PLACE, STE 120, HOUSTON TX.
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3. The address, including street and number, to which its registered
office is to be changed is 2777 ALLEN PARKWAY, HOUSTON TX 77019.
-------------------------------------
(Give new name or state "no change")
4. The name of its present registered agent, as shown in the records of the
Secretary of State of Texas, before filing this statement is MORRIS HAMM.
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5. The name of its new registered agent is DONALD H. NICHOLAS.
------------------
(Give new name or state "no change")
6. The address of its registered office and the address of the office
of its registered agent, as changed, will be identical.
7. Such change was authorized by: (Check One)
A. The Board of Directors
---
X B. An officer of the corporation so authorized by the Board of
--- Directors.
/s/ DON R. CLAPSADDLE
---------------------
An Authorized Officer
Don R. Clapsaddle
Vice President
FILED
In the Office of the
Secretary of State of Texas
STATEMENT OF CHANGE OF REGISTERED
OFFICE OR REGISTERED AGENT OR BOTH
BY A TEXAS DOMESTIC CORPORATION
1. The name of the corporation is The Liquor Club at Pecan Grove, Inc.
------------------------------------
2. The post office address, including street and number, of its present
registered office as shown in the records of the Secretary of State of the
State of Texas prior to filing this statement is 2777 Allen Parkway,
Houston, Texas 77019. ------------------
--------------------
3. The post office address, including street and number, to which its
registered office is to be changed is 2929 Allen Parkway, Houston Texas
77019. ---------------------------------
-----
4. The name of its present registered agent, as shown in the records of the
Secretary of State of the State of Texas, prior to filing this statement is
Donald H. Nicholas.
------------------
5. The name of its new registered agent is No Change.
---------
(Give new name or state "no change")
6. The post office address of its registered office and the post office address
of the business office of its registered agent, as changed, will be
identical.
7. Such change was authorized by: (Check one)
X A. The Board of Directors
---
B. An officer of the corporation so authorized by the Board of
--- Directors.
Dated: October 26, 1993
THE LIQUOR CLUB AT PECAN GROVE, INC.
BY: /s/ DON CLAPSADDLE
-------------------------------------
Don Clapsaddle
Vice President