EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
FINE ART CORPORATION OF AMERICA, INC.
* * * * *
1. The name of the corporation is
FINE ART CORPORATION OF AMERICA, INC.
2. The address of its registered office in the State of Delaware
is No. 100 West Tenth Street, in the City of Wilmington, County of New Castle.
The name of its registered agent at such address is The Corporation Trust
Company.
3. The nature of the business or purposes to be conducted or
promoted is:
To print, bind, publish, circulate, distribute, buy, sell and
deal in, books, pamphlets, circulars, posters, newspapers, magazines,
literature, music, pictures, tickets, cards, advertisements, letters and bill
heads, envelopes, legal, commercial and financial forms and blanks of every
kind. To acquire, by purchase or otherwise, turn to account, license the use of,
assign and deal with, copyrights and intellectual properties of every kind. To
carry on a general printing, engraving, lithographing, electrotyping and
publishing business in all the branches thereof.
To conduct a publishing business in all of its phases,
including, without limiting the generality of the foregoing, printing,
bookbinding, engraving, photo-engraving, lithographing, duplicating, offsetting,
facsimile and image, color, line, word, shadow and other reproduction and
dealing in paper and stationery, and editing, preparing, creating, publishing,
printing, binding, buying, selling, copyrighting, licensing the use of,
importing, exporting, franchising, marketing, syndicating, distributing, making,
manufacturing and generally dealing in or with respect to, any and
all kinds of written or oral matter (whether or not printed or reproduced),
including without limitation, books, magazines, pamphlets, publications,
stories, articles, features, columns and other items of interest to men, women
and children, and in any and all equipment, machinery, plants, facilities and
properties (whether real, personal or mixed, improved or unimproved), and
materials and supplies in connection with the foregoing; and to do anything
necessary or convenient in furtherance thereof.
To conduct the business of engraving on wood, steel, copper,
brass and jewelry, silver and goldware of all kinds, photographing and engraving
and to make engraved plates for the production of pictures, names, designs and
other things upon paper, wood or metal and generally to conduct the business of
engravers, embossers and electrotypers.
To manufacture, buy and sell and generally deal in frames for
pictures, certificates, drawings and other things and to conduct the business of
framing pictures, certificates, drawings and other things.
To buy, sell, import and export and to exhibit paintings,
drawings, etchings, photographs, enlargements, statuary and other things of art.
To conduct the business of commercial artists, decorators, and
painters. To design lettering, make drawings, to take photographs and make cuts
therefrom for catalogues and for other purposes. To make drawings, paintings,
serigraphs, silk screens, for use in advertising matter, magazines, periodicals
and for any other purpose whatsoever. To manufacture, buy, sell, import and
export materials and supplies of all kinds used by or that may be used by
artists.
- 2 -
To manufacture, buy, sell, import and export all materials and
supplies used by commercial artists, portrait painters, sculptors, photographers
and other artists, including crayons, paints, canvasses, brushes, easels,
colors, oils and all other material that may be used by artists.
To create, manufacture, purpose, repair, restore, reconstruct,
exhibit, sell and generally deal in, as principal or agent, on commission or
otherwise, pictures, ornaments, statues, carvings, china, pottery, glassware,
jewelry, articles made from precious and other metals, tapestries, rugs,
furniture, antique, works of art of every class, kind and description, and
copies or reproductions thereof. To do interior decorating, to supply advice,
plans and materials for the decoration and furnishing of houses, rooms,
apartments and private and public buildings of al kinds, and to supply the
services of experts in and about the same.
To manufacture, buy, sell and deal in art materials and
artists and cabinetmakers' supplies of all kinds.
To manufacture, buy, own, sell, import, export, trade and deal
in any and all kinds of machinery, apparatus, appliances, chemicals, metals and
materials used for typing, lithographing, photoengraving, photostating,
photo-lithographing and similar methods and processes; to manufacture, buy, own,
sell, import, trade and deal in any and all kinds of printed electro-plate,
electrotype, lithograph, photo-engraved, photostated, photo-lithographed and
similar products, materials, goods, and articles, and to perform printing,
electroplating, electro-typing, lithographing, photo-engraving, photostating and
photo-lithographing operations of every kind and description and in general to
do a printing and lithographing business in all its phases and branches, and to
buy and sell and generally deal in all goods or articles incidental or
pertaining to the printing and lithographing business.
- 3 -
To do job or general printing and lithography of all kinds,
and generally to do all things that those engaged in a similar business
customarily do.
To act as art appraisers and consultants in all forms of fine
and graphic art. To deal in any form of antiquity or antiques, old coins, metal,
porcelains and related objects.
To auction all types of art and antiques.
To engage in any lawful act or activity for which corporations
may be organized under the General Corporation Laws of Delaware.
4. The total number of shares of stock which the corporation
shall have authority to issue is three million (3,000,000) common; and the par
value of each of such shares is One Cent ($.01), amounting in the aggregate to
Thirty Thousand Dollars ($30,000.00).
5. The name and mailing address of each incorporator is as
follows:
NAME MAILING ADDRESS
---- ---------------
S. S. Simpson 100 West Tenth Street
Wilmington, Delaware 19801
M.A. Ferrucci 100 West Tenth Street
Wilmington, Delaware 19801
R.F. Andrews 100 West Tenth Street
Wilmington, Delaware 19801
6. The corporation is to have perpetual existence.
7. In furtherance and not in limitation of the powers
conferred by statute, the board of directors is expressly authorized:
To make, alter or repeal the by-laws of the corporation.
- 4 -
8. Meetings of stockholders may be held within or without the
State of Delaware, as the by-laws may provide. The books of the corporation may
be kept (subject to any provision contained in the statutes) outside the State
of Delaware at such place or places as may be designated from time to time by
the board of directors or in the by-laws of the corporation. Elections or
directors need not be by written ballot unless the by-laws of the corporation
shall so provide.
9. The corporation reserves the right to amend, alter, change
or repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation. 1.
WE, THE UNDERSIGNED, being each of the incorporators
hereinbefore named, for the purpose of forming a corporation pursuant to the
General Corporation Law of the State of Delaware, do make this certificate,
hereby declaring and certifying that this is our act and deed and the facts
herein stated are true, and accordingly have hereunto set our hands this 3rd day
of August ____, 1977.
----------------------------------------------
S. S. Simpson
----------------------------------------------
M. A. Ferrucci
----------------------------------------------
R. F. Andrews
- 5 -
Certificate
for Renewal and Revival of Charter
FINE ART CORPORATION OF AMERICA, INC., a corporation organized under
the laws of Delaware, the certificate of incorporation of which was filed in the
office of the Secretary of State on the 3rd day of August, 1977, and recorded in
the office of the Recorder of Deeds for New Castle County, in Certificate of
Incorporation Record ___________ Vol. ____________ Page _________ on the 1st day
of March, 1980, the charter of which was voided for non-payment of taxes, now
desires to procure a restoration, renewal and revival of its charter, and hereby
certifies as follows:
1. The name of this corporation is FINE ART CORPORATION OF AMERICA,
INC.
2. Its registered office in the State of Delaware is located at 101
West Tenth Street, City of Wilmington, Zip Code 19899, County of New Castle and
the name and address of registered agent is The Corporation Trust Company
3. The date when the restoration, renewal, and revival of the charter
of this company is to commence is the 29th day of February, 1980, same being
prior to the date of the expiration of the charter. This renewal and revival of
the charter of this corporation is to be perpetual.
4. This corporation was duly organized and carried on the business
authorized by its charter until the 1st day of March A.D., 1980 at which time
its charter became inoperative and void for non-payment of taxes and this
certificate for renewal and revival is filed by authority of the duly elected
directors of the corporation in accordance with the laws of the State of
Delaware.
IN TESTIMONY WHEREOF, and in compliance with the provisions of Section
312 of the General Corporation Law of the State of Delaware, as amended,
providing for the renewal, extension
and restoration of charters. Charles J. Lombardo, the last and acting President,
and Christopher Forest, the last and acting Secretary of Fine Art Corporation of
America, Inc., have hereunto set their hands to this certificate this 18th day
of May, 1981.
/S/ Charles J. Lombardo
--------------------------------
LAST AND ACTING PRESIDENT
ATTEST:
/S/ Christopher Forest
--------------------------------
LAST AND ACTING SECRETARY
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
FINE ART CORPORATION OF AMERICA, INC.
* * * *
FINE ART CORPORATION OF AMERICA, INC., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware,
DOES HEREBY CERTIFY:
FIRST: At a meeting of the Board of Directors of FINE ART CORPORATION
OF AMERICA, INC., resolutions were duly adopted setting forth proposed
amendments to the Certificate of Incorporation of said corporation, declaring
said amendments to be advisable and calling a meeting of the stockholders of
said corporation for consideration thereof. The resolutions setting forth the
proposed amendments are as follows:
(a) RESOLVED, that Article 1. of the Certificate of
Incorporation of this corporation is hereby amended
to read as follows:
"1. The name of the corporation is PETRO-ART LIMITED,
INC."
(b) RESOLVED, that Article 3 of the Certificate of
Incorporation is hereby amended by adding a new
subparagraph, which new subparagraph shall read as
follows:
"To engage in any and all aspects of the oil and gas business,
including, but not limited to buying, holding, leasing,
developing, selling and otherwise dealing in and with leases,
properties, drilling and operating equipment, and syndicating
oil and gas, artistic properties and any other assets and
properties, acting as a general partner in any endeavor
related to oil and gas, other minerals, artistic properties
and any other assets and properties and in general doing and
performing all acts necessary or desirable in the oil and gas
business and artistic properties."
(c) RESOLVED, that Article 4. of the Certificate of
Incorporation of this corporation is hereby amended
to read as follows:
"4. The total number of shares which the corporation shall
have authority to issue is twenty million (20,000,000), all of
which shall be Common Stock, par value one cent ($.01) per
share".
SECOND: Thereafter, pursuant to resolution of its Board of Directors, a
special meeting of the stockholders of said corporation as duly called and held,
upon notice in accordance with Section 222 of the General Corporation Law of the
State of Delaware, at which meeting the necessary number of shares as required
by statute were voted in favor of the amendments.
THIRD: That said amendments were duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IT WITNESS WHEREOF, said corporation has caused this Certificate to be
signed by CHARLES J. LOMBARDO, its President, and attested by CHRISTOPHER
FOREST, its Secretary, this 22nd day of June, 1981.
FINE ART CORPORATION OF AMERICA, INC.
By_____________________________________
Charles J. Lombardo, President
ATTEST:
By_________________________________
Christopher Forest, Secretary
CERTIFICATE FOR RENEWAL AND REVIVAL OF CHARTER
PETRO-ART LIMITED, INC., a corporation organized under the laws of Delaware, the
certificate of incorporation of which was filed in the office of the Secretary
of State on the 3rd day of August, 1977, and recorded in the Record ___________
Vol. ____________ Page __________ on the ______ day of ________________, 19___,
the charter of which was voided for non-payment of taxes, now desires to procure
a restoration, renewal and revival of charter, and hereby certifies as follows:
1. The name of this corporation is PETRO-ART LIMITED, INC.
2. Its registered office in the State of Delaware is located at 201 N.
Walnut Street, City of Wilmington, County of New Castle, Delaware 19801 and the
name and address of its registered agent is THE COMPANY CORPORATION, address
same as above.
3. The date when the restoration, renewal and revival of the charter of
this company is to commence is the 28th day of February 1989, same being prior
to the date of the expiration of the charter. This renewal and revival of the
charter of this corporation is to be perpetual.
4. This corporation was duly organized and carried on the business
authorized by its charter until the first day of March A.D. 1989, at which time
its charter became inoperative and void for non-payment of taxes and this
certificate for renewal and revival is filed by authority of the duly elected
directors of the corporation in accordance with the laws of the State of
Delaware.
IN TESTIMONY WHEREOF, and in compliance with the provisions of Section
312 of the General Corporation Law of the State of Delaware, as amended,
providing for the renewal, extension and restoration of charters.
CHARLES J. LOMBARDO, the last and acting President and CHARLES J. LOMBARDO, the
last and acting Secretary of PETRO-ART LIMITED, INC., have hereunto set their
hands to this certificate this ____ day of December, 1992.
___________________________
CHARLES J. LOMBARDO
LAST AND ACTING PRESIDENT
ATTEST:
___________________________
CHARLES J. LOMBARDO
LAST AND ACTING SECRETARY
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
PETRO-ART LIMITED, INC.
Under Section 242 of the
Corporation Law of the State of Delaware
----------------------------------------
PETRO-ART LIMITED, INC. (the "corporation"), a corporation organized
and existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said corporation, by written consent filed
with the minutes of the Board, adopted the following resolution proposing and
declaring advisable the following amendment to the Certificate of Incorporation
of said corporation:
"1. That Article FIRST of the Certificate of Incorporation be amended
and, as amended, read as follows:
'FIRST: The name of the corporation is CLASS, INC.'"
SECOND: That the aforesaid amendment was duly adopted in accordance with the
applicable provisions of section 242 of the General Corporation Law of the State
of Delaware.
THIRD: Prompt notice of the taking of this corporation action is being given to
all stockholders who did not consent in writing, in accordance with Section 228
of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the corporation has caused this certificate to be
signed by Charles J. Lombardo, its sole officer, and attested by Charles J.
Lombardo, its sole officer, this _____ day of May, 1993.
PETRO-ART LIMITED, INC.
By:____________________________________
Charles J. Lombardo, sole officer
CERTIFICATE
FOR RENEWAL AND REVIVAL OF CHARTER
CLASS, INC., a corporation organized under the laws of the State of Delaware,
the charter of which was voided for non-payment of taxes, now desires a
restoration, renewal and revival of its charter.
1. The name of this corporation is CLASS, INC.
2. Its registered office in the State of Delaware is located at Three
Christina Centre, 201 N. Walnut St., Wilmington DE 19801, County of New
Castle. The name and address of its registered agent is The company
Corporation, address "same as above".
3. The date of filing of the original Certificate of Incorporation in
Delaware was August 3, 1977.
4. The date when restoration, renewal, and revival of the charter of this
company is to commence is the 28th day of February, 1994, same being
prior to the date of the expiration of the charter. This renewal and
revival of the charter of this corporation is to be perpetual.
5. This corporation was duly organized and carried on the business
authorized by its charter until the 1st day of March, 1994 at which
time its charter became inoperative and void for non-payment of taxes
and this certificate for renewal and revival is filed by authority of
the duly elected directors of the corporation in accordance with the
laws of the State of Delaware.
IN TESTIMONY WHEREOF, and in compliance with the provisions of Section 312 of
the General Corporation Law of the State of Delaware, as amended, providing for
the renewal, extension and restoration of Charters, KEVIN KADING the lasting and
acting President and Secretary of CLASS, INC. has hereunto set his hand to this
certificate this 18th day of November, 1994.
CLASS, INC.
By: _______________________________________
Kevin Kading, Last and Acting President
ATTEST:
CLASS, INC.
By: _______________________________________
Kevin Kading, Last and Acting Secretary
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
CLASS, INC.
Under Section 242 of the
Corporation Law of the State of Delaware
----------------------------------------
CLASS, INC. (the "Corporation"), a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said corporation, by written
consent filed with the minutes of the Board, adopted the following resolutions
proposing and declaring advisable the following amendments to the Certificate of
Incorporation of said corporation:
"1. That Article FIRST of the Certificate of Incorporation be amended
and, as amended, read as follows:
'FIRST: The name of the Corporation is AVERY COMMUNICATIONS, INC.'"
"2. That Article THIRD of the Certificate of Incorporation be amended
and, as amended, read as follows:
'THIRD: The nature of the business or purposes to be conducted or
promoted is to engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of Delaware.'"
"3. That three new Articles, Article TENTH, Article ELEVENTH and
Article TWELFTH respectively, be added to the Certificate of Incorporation and,
as amended, read as follows:
'TENTH: Directors of the Corporation shall not be liable to either the
Corporation or its stockholders for monetary damages for a breach of fiduciary
duties unless the breach involves: (1) a director's duty of loyalty to the
corporation or its stockholders; (2) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (3)
liability for unlawful payments of dividends or unlawful stock purchases or
redemption by the Corporation; or (4) transaction from which the director
derived an improper personal benefit.'
'ELEVENTH: The Corporation elects not to be governed by Section 203 of
the General Corporation Law of Delaware.'
'TWELFTH: The Corporation shall indemnify all persons whom it may
indemnify to the fullest extent allowed by the General Corporation Law of
Delaware.'"
SECOND: That the aforesaid amendments were duly adopted in accordance
with the applicable provisions of Section 242 of the General Corporation Law of
the State of Delaware.
THIRD: Prompt notice of the taking of this corporate action is being
given to all stockholders who did not consent in writing, in accordance with
Section 228 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by Kevin Kading, its President, and attested by Kevin Kading, its
Secretary, this 30th day of November, 1994.
CLASS, INC.
By: ______________________________________
Kevin Kading, President
ATTEST:
By: ___________________________
Kevin Kading, Secretary
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
* * * *
AVERY COMMUNICATIONS, INC. (the "Corporation"), a corporation organized
and existing under and by virtue of the General Corporation Law of the State of
Delaware,
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said corporation, by the
unanimous written consent of its members, filed with the minutes of the Board,
adopted a resolution proposing and declaring advisable the following amendment
to the Certificate of Incorporation of said corporation:
RESOLVED, that the Certificate of Incorporation of AVERY
COMMUNICATIONS, INC. be amended by changing the Fourth Article thereof
so that, as amended, said Article shall be and read as follows:
"4. The total number of shares which the Corporation shall have
authority to issue is 40,000,000 shares of Capital Stock, which shall be divided
into 20,000,000 shares of Common Stock, par value $.01 per share, and 20,000,000
shares of Preferred Stock, par value $.01 per share.
The Board of Directors is expressly vested with the authority, subject
to limitations prescribed by law and the provisions of this Article Four, to
provide for the issuance of the shares of Preferred Stock in series, and by
filing a certificate in accordance with Section 151(g) of the General
Corporation Law of the State of Delaware, to establish in accordance with the
provisions of Section 151 of the General Corporation Law of the State of
Delaware the number of shares to be included in each such series, and to fix the
designation, powers, preferences and rights of the shares of each such series
and the qualifications, limitations or restrictions thereof.
The authority of the Board with respect to each series shall include,
but not be limited to, determination of the following:
(a) The number of shares constituting that series and the
distinctive designation of that series;
(b) The dividend rate on the shares of that series, whether
dividends shall be cumulative, and, if so, from which date or dates,
and the relative rights of priority, if any, of payment of dividends on
shares of that series;
(c) Whether that series shall have voting rights, in addition
to the voting rights provided by law, and, if so, the terms of such
voting rights;
(d) Whether that series shall have conversion privileges, and,
if so, the terms and conditions of such conversion, including
provisions for adjustment of the conversion rate in such events as the
Board of Directors shall determine;
(e) Whether or not the shares of that series shall be
redeemable, and, if so, the terms and conditions of such redemption,
including the date or date upon or after which they shall be
redeemable, and the amount per share payable in case of redemption,
which amount may vary under different conditions and at different
redemption dates;
(f) Whether that series shall have a sinking fund for the
redemption or purchase of shares of that series, and, if so, the terms
and amount of such sinking fund;
(g) The rights of the shares of that series in the event of
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, and the relative rights of priority, if any, of payment of
shares of that series;
(h) Any other relative rights, preferences and limitations of
that series."
SECOND: That in lieu of a meeting and vote of stockholders, the
stockholders have given unanimous written consent to said amendment in
accordance with the provisions of Section 228 of the General Corporation Law of
the State of Delaware, and written notice of the adoption of the amendment has
been given as provided in Section 228 of the General Corporation Law of the
State of Delaware to every stockholder entitled to such notice.
THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Sections 242 and 228 of the General Corporation Law
of the State of Delaware.
IN WITNESS WHEREOF, said Corporation has caused this certificate to be
signed by Thomas M. Lyons, its President, this 30th day of June, 1995.
AVERY COMMUNICATIONS, INC.
By___________________________________
Thomas M. Lyons, President
AVERY COMMUNICATIONS, INC.
CERTIFICATE OF CORRECTION
AVERY COMMUNICATIONS, INC., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware.
DOES HEREBY CERTIFY:
1. The name of the corporation is Avery Communications, Inc.
2. That a Certificate of Amendment of Certificate of Incorporation was
filed by the Secretary of State of Delaware on July 21, 1995, and that said
Certificate requires correction as permitted by Section 103 of the General
Corporation Law of the State of Delaware.
3. The inaccuracy or defect of said Certificate to be corrected is as
follows: Article Second incorrectly stated that amendment was approved by a
unanimous written consent of the stockholders, and should have stated that the
amendment was approved by a written consent of the holders a majority of the
outstanding stock entitled to vote thereon.
4. Article Second of the Certificate is corrected to read as follows:
SECOND: That in lieu of a meeting of the stockholders, the
stockholders holding in excess of the majority of the outstanding stock
entitled to vote thereon, approved the amendment by a written consent
in accordance with the provisions of Section 228 of the General
Corporation Law of the State of Delaware, and written notice of the
adoption of the amendment has been given to every stockholder to such
notice as provided in Section 228 of the General Corporation Law of the
State of Delaware.
IN WITNESS WHEREOF, said Avery Communications, Inc. has caused this
Certificate to be signed by Thomas M. Lyons, its President this 22nd day of
March, 1996.
AVERY COMMUNICATIONS, INC.,
By:_____________________________
Thomas M. Lyons, President
::ODMA\PCDOCS\DALLAS_1\3077366\1
1071998
1036:15722-1
STATEMENT OF CHANGE OF REGISTERED OFFICE
OR REGISTERED AGENT OR BOTH BY
A CORPORATION
1. The name of the corporation is Avery Communications, Inc.
The corporation's file number is 0841723.
2. The address of the registered office as PRESENTLY shown in the
records of the Delaware Secretary of State is 1313 North
Market Street, Wilmington, New Castle County, Delaware 19801.
3. The address of the NEW registered office is 1209 Orange
Street, Wilmington, Delaware, New Castle County, 19801.
4. The name of the registered agent as PRESENTLY shown in the
records of the Delaware Secretary of State is The Company
Corporation.
5. The name of the NEW registered agent is The Corporation Trust
Company.
6. Following the changes shown above, the address of the
registered office and the address of the office of the
registered agent will continue to be identical, as required by
law.
7. The changes shown above were authorized by the board of
directors.
AVERY COMMUNICATIONS, INC.
By: S/Thomas M. Lyons
----------------------------------
Thomas M. Lyons, President