EXHIBIT 3.1(e)
[LETTERHEAD OF STATE OF FLORIDA, DEPARTMENT OF STATE]
I certify the attached is a true and correct copy of the Articles of
Incorporation, as amended to date, of AUTO MARKETING NETWORK, INC., a
corporation organized under the laws of the State of Florida, as shown by the
records of this office.
The document number of this corporation is V12909.
Given under my hand and the
Great Seal of the State of Florida
at Tallahassee, the Capital, this the
Fifth day of March, 1997
[SEAL OF STATE OF FLORIDA]
/s/ Sandra B. Mortham
Sandra B. Mortham
Secretary of State
ARTICLES OF INCORPORATION
OF
AUTO MARKETING NETWORK, INC.
ARTICLE I. NAME
The name of the corporation is AUTO MARKETING NETWORK, INC.
ARTICLE II. PURPOSE
The corporation is organized for the purpose of transacting any and all
lawful business.
ARTICLE III. CAPITAL STOCK
This corporation is authorized to issue three hundred (300) shares of One
Dollar ($1.00) par value common stock which shall be designated as common stock.
ARTICLE IV. VOTING RIGHTS
Except as otherwise provided by law, the entire voting power for the
election of directors and for all other purposes shall be vested exclusively in
the holders of the outstanding common shares.
ARTICLE V. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of this corporation is
2 East Camino Real, Suite 117, Boca Raton, Florida 33496 and the name of the
initial registered agent of this corporation at that address is STEPHEN S.
RASKIN.
ARTICLE VI. INITIAL BOARD OF DIRECTORS
This corporation shall have two (2) director(s) initially. The number of
directors may be either increased or diminished from time to time by the By-Laws
but shall never be less than one (1) director. The name and address of the
initial director(s) of this corporation is:
STEPHEN S. RASKIN
17755 Deauville Lane
Boca Raton, Florida 33496
RITA MESSINGER
64 Mountainview Terrace
Hillsdale, New Jersey 07642
ARTICLE VII. INCORPORATOR
The name and address of the person signing these Articles of Incorporation
is:
STEPHEN S. RASKIN
17755 Deauville Lane
Boca Raton, Florida 33496
ARTICLE VIII. PRINCIPAL PLACE OF BUSINESS
The principal place of business of the corporation will be 2 East Camino
Real, Suite 117, Boca Raton, Florida. The mailing address of the corporation
shall be 2 East Camino Real, Suite 117, Boca Raton, Florida 33422.
ARTICLE IX. BY-LAWS
The power to adopt, alter, amend or repeal By-Laws shall be vested in the
Board of Directors and the shareholders.
ARTICLE X. INDEMNIFICATION
The corporation shall indemnify any officer or director, or any former
officer or director, to the full extent permitted by law.
ARTICLE XI. AMENDMENT
This corporation reserves the right to amend or repeal any provisions
contained in these Articles of Incorporation, or any amendment to them, and any
right conferred upon the shareholders is subject to this reservation.
IN WITNESS WHEREOF, the undersigned subscriber has executed these Articles
of Incorporation on February 7, 1992.
/s/ Stephen S. Raskin
---------------------------
STEPHEN S. RASKIN
(Notary Public acknowledge continued on following page)
STATE OF FLORIDA
COUNTY OF PALM BEACH
The foregoing instrument was acknowledged before me this ______________ day of
_________________________________, 1992 by STEPHEN S. RASKIN, as Incorporator of
AUTO MARKETING NETWORK, INC., a Florida corporation to be formed, on behalf of
the corporation. He/She is personally known to me or has produced ______________
___________________________ (type of identification) as identification and did
not take an oath.
_______________________________
Notary Public, State of Florida
Name:__________________________
Serial No.:____________________
My commission expires:
CERTIFICATE DESIGNATING PLACE OF BUSINESS
OR DOMICILE FOR THE SERVICE OF PROCESS
WITHIN THIS STATE NAMING AGENT WHOM
PROCESS MAY BE SERVED
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted in
compliance with this Statute.
That AUTO MARKETING NETWORK, INC., desiring to organize under the laws of
the State of Florida as indicated in the Articles of Incorporation, has named
STEPHEN S. RASKIN located at 2 East Camino Real, Suite 117, Boca Raton, Florida
33432, as its agent to accept service of process within the State of Florida.
Having been named to accept service of process for the above-named
corporation, at the place designated in this Certificate, I hereby accept to act
in this capacity, and agree to comply with the provisions of said Act relative
to keeping open this office.
/s/ STEPHEN S. RASKIN
-----------------------------
STEPHEN S. RASKIN
Registered Agent
CERTIFICATE OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
AUTO MARKETING NETWORK, INC.
1. The name of this Corporation is Auto Marketing Network, Inc.
2. The Articles of Incorporation of this Corporation were filed under
the laws of the State of Florida on February 7, 1992.
3. The document number of this Corporation is V12909.
4. ARTICLE III of the Articles of Incorporation is amended to provide
that: "This corporation is authorized to issue ten thousand (10,000) shares of
One Dollar ($1.00) par value common stock which shall be designated as common
stock."
5. This Amendment was adopted by unanimous consent of the Shareholders
and Directors of the Corporation on March 8, 1993.
AUTO MARKETING NETWORK, INC.
By: /s/ Stephen S. Raskin
--------------------------
Stephen S. Raskin
President
STATE OF FLORIDA: )
) SS:
COUNTY OF PALM BEACH: )
STEPHEN S. RASKIN, being duly sworn, deposes and says that he is the
President of Auto Marketing Network, Inc., the Corporation mentioned and
described in the foregoing instrument; that he has read and signed the same; and
that the statements contained therein are true.
By: /s/ Stephen S. Raskin
--------------------------
Stephen S. Raskin
Sworn and subscribed to before
me this 10th day of March, 1993
/s/ Emelia Ann Arrington
_______________________________
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
AUTO MARKETING NETWORK, INC.
Pursuant to Sections 607.1003 and 607.1007 of the Florida Business
Corporation Act, the Articles of Incorporation of Auto Marketing Network, Inc.
(the "Corporation"), are hereby amended and restated in their entirety as
follows:
ARTICLE I. NAME: PRINCIPAL PLACE OF BUSINESS AND REGISTERED AGENT
The name of the corporation is AUTO MARKETING NETWORK, INC. The principal
place of business of this Corporation is Suite 316, 2101 Corporate Boulevard,
N.W., Boca Raton, Florida 33431. The name of the registered agent at that
address is Stephen S. Raskin.
ARTICLE II. PURPOSE
The purpose for which the Corporation is organized is to engage in or
transact any and all lawful activities or business for which a corporation may
be incorporated under the laws of the State of Florida.
ARTICLE III. CAPITAL STOCK
The total number of shares that the Corporation shall have authority to
issue is 21,000,000 shares, consisting of (i) 20,000,000 shares, of par value
$1.00 per share, consisting of 5,000,000 shares of Class A common stock and
15,000,000 shares of Class B common stock, and (ii) 1,000,000 shares of
preferred stock, par value $1.00 per share.
The Class A common stock and the Class B common stock shall be identical in
all respects, except that subject to applicable law, the holders of Class A
common stock shall have no voting power for any purpose whatsoever and the
holders of the Class B common stock shall, to the exclusion of the holders of
Class A common stock, have full voting power for all purposes. The Board of
Directors is authorized, subject to limitations prescribed by law, to convert
shares of Class A common stock to shares of Class B common stock. Upon the
filing of these Amended and Restated Articles of Incorporation, each outstanding
share of common stock is converted into and reconstituted as one share of Class
B common stock.
The Board of Directors is authorized, subject to limitations prescribed by
law, to provide for the issuance of the shares of preferred stock in series, and
by filing an amendment to these Amended and Restated Articles of Incorporation,
to establish from time to time 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 any qualifications, limitations or restrictions thereof.
The number of authorized shares of preferred stock may be increased or decreased
(but not below the number of shares thereof then outstanding) by the affirmative
vote of the holders of a majority of the outstanding shares of common stock,
without a vote of the holders of the preferred stock, or of any series thereof,
unless a vote of any such holders is required pursuant to the amendment
establishing any series of preferred stock.
No shareholder shall be entitled to presumptive rights in the issuance of
preferred or common stock or be entitled to cumulative voting rights.
ARTICLE IV. VOTING RIGHTS
Except as otherwise provided by law, the entire voting power for the
election of directors and for all other purposes shall be vested exclusively to
the holders of the Class B common stock.
ARTICLE VII. BYLAWS
The Board of Directors of the Corporation is expressly authorized to make,
alter, or repeal the bylaws of the Corporation, but each authorization shall not
divest the shareholders of the power, nor limit their power, to adopt, amend, or
repeal bylaws.
ARTICLE VIII. MEETINGS OF SHAREHOLDERS
(a) Special meetings of the shareholders, for any lawful purpose
or purposes, unless otherwise proscribed by statute, may be called by the
President or by the Chairman of the Board of Directors, and shall be called by
the President or by the Secretary or by the Chairman of the Board of Directors
following receipt of a written request stating the purposes thereof and signed
by the holders of not less than 30% of all the outstanding shares of the
Corporation entitled to vote at the meeting.
(b) Any action required or permitted to be taken by the
shareholders of the Corporation must be effected at a duly called annual or
special meeting of the shareholders of the Corporation and may not be
effectuated by any consent in writing by such shareholders.
ARTICLE IX. INDEMNIFICATION
Provided the person proposed to be indemnified satisfies the requisite
standard of conduct for permissive indemnification by the corporation as
specifically set forth in the applicable provisions of the Florida Business
Corporation Act (currently, Sections 607.0850(1) and (2) of the Florida
Statutes), as the same may be amended from time to time, the Corporation shall
indemnify its officers and directors, and may indemnify its employees and
agents, to the fullest extent permitted by the provisions of the Florida
Business Corporation Act and the Bylaws of
the Corporation, as the same may be amended and supplemented, from and against
any and all of the expenses or liabilities incurred is deferring a civil or
criminal proceeding, or other matters referred to in or covered by such
provisions including advancements of expenses prior to the final disposition of
such proceedings and amounts paid in settlement of such proceedings, both as
action in his or her official capacity and as to action in another capacity
while an officer, director, employee or other agent. The indemnification
provided for herein shall not be deemed exclusive of any other rights to which
those indemnified may be entitled under any bylaw, agreement, vote of
shareholders or otherwise. Such indemnification shall continue as to a person
who has ceased to be director, officer, employee or agent, and shall tenure to
the benefit of heirs and personal representatives of such person. Except as
otherwise required by law and adjudication of liability shall not affect the
right to indemnification to those indemnified.
ARTICLE X. AMENDMENT
The Corporation reserves the right to amend or repeal any provision
contained in these Amended and Restated Articles of Incorporation in the manner
prescribed by the laws of the State of Florida and all rights conferred upon
shareholders are granted subject to this reservation. The number of votes cast
for this amendment by the shareholders was sufficient for approval. IN WITNESS
WHEREOF, the undersigned subscriber has executed these Amended and Restated
Articles of Incorporation as of September 20, 1996. This Amendment was adopted
--
on August 2, 1996.
AUTO MARKETING NETWORK, INC.
/s/ Stephen S. Raskin
--------------------------------
STEPHEN S. RASKIN, PRESIDENT