SEAL OMITTED State of Missouri . . . Office of Secretary of State
ROY D. BLUNT, Secretary of State
Articles of Incorporation
(To be submitted in duplicate by an attorney or an incorporator.)
HONORABLE ROY D. BLUNT
SECRETARY OF STATE
STATE OF MISSOURI
P.O. BOX 778
JEFFERSON CITY, MO 65102
The undersigned natural person(s) of the age of eighteen years or more for
the purpose of forming a corporation under The General and Business Corporation
Law of Missouri adopt the following Articles of Incorporation:
ARTICLE ONE
The name of the corporation is: INTERACTIVE MEDIA MO CORP.
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ARTICLE TWO
The address, including street and number, if any, of the corporation's initial
registered office in this state is: 222 EAST DUNKLIN STREET, JEFFERSON CITY,
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MISSOURI 65101
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and the name of its initial agent at such address is: THE PRENTICE-HALL
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CORPORATION SYSTEM. INC.
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ARTICLE THREE
The aggregate number, class and par value, if any, of shares which the
corporation shall have authority is issue shall be:
30,000 NPV common
The preferences, qualifications, limitations, restrictions, and the special
or relative rights, including convertible rights, if any, in respect to the
shares of each class are as follows:
FILED AND CERTIFICATE OF
INCORPORATION ISSUED
DEC 11 1991
/s/ Roy D. Blunt
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ARTICLE FOUR
The extent, if any, to which the preemptive right of a shareholder to
acquire additional shares is limited or denied.
NONE
ARTICLE FIVE
The name and place of residence of each incorporator is as follows:
Name Street City
JULIE ESPINOZA 500 CENTRAL AVENUE ALBANY, NY 12206
ARTICLE SIX
(Designate which and complete the applicable paragraph.)
|XX| The number of directors to constitute the first board of directors is 5.
Thereafter the number of directors shall be fixed by, or in the manner provided
in the bylaws. Any changes in the number will be reported to the Secretary of
State within thirty calendar days of such change.
OR
| | The number of directors to constitute the board of directors is_________.
(The number of directors to constitute the board of directors must be
stated herein if there are to be less than three directors. The persons to
constitute the first board of directors may, but need not, be named.)
ARTICLE SEVEN
The duration of the corporation is PERPETUAL
ARTICLE EIGHT
The corporation is formed for the following purposes:
TO DEVELOP AND MARKET INTERACTIVE PRODUCTS AND SERVICES, INCLUDING BUT NOT
LIMITED TO, PROMOTIONS OF PRODUCTS AND SERVICES USING INTERACTIVE VOICE RESPONSE
SYSTEMS, AND VOICE MAIL ADVERTISING SERVICES.
TO ORGANIZE, PROMOTE, DEVELOP, SELL, LEASE OR LOAN SUCH PRODUCTS AND
SERVICES FOR COMMERCIAL, INDUSTRIAL, PROFESSIONAL, EDUCATIONAL, ACADEMIC,
SCIENTIFIC OR GOVERNMENTAL USE.
TO HIRE EMPLOYEES AND INDEPENDENT CONTRACTORS, AND PURCHASE GOODS AND
SERVICES, NECESSARY OR CONVENIENT TO THE CONDUCT OF ITS BUSINESS.
TO PURCHASE, LEASE, RECEIVE OR OTHERWISE ACQUIRE OR OBTAIN, HOLD, OPERATE,
EMPLOY AND OTHERWISE USE, SELL, SURRENDER, TRANSFER OR OTHERWISE DISPOSE OF ANY
OR ALL EQUIPMENT OR PROPERTY, BOTH REAL AND PERSONAL, NECESSARY OR CONVENIENT TO
THE CONDUCT OF ITS BUSINESS.
TO ACQUIRE, PURCHASE, RECEIVE, HOLD, USE, SELL, ASSIGN, LEASE, MORTGAGE OR
OTHERWISE DISPOSE OF LETTERS PATENT OF THE UNITED STATES OR OF ANY OTHER
COUNTRY, PATENTS, PATENT RIGHTS, COPYRIGHTS, LICENSES AND PRIVILEGES,
INVENTIONS, IMPROVEMENTS IN PROCESSING, TRADEMARKS AND TRADE NAMES OR PENDING
APPLICATIONS THEREOF RELATING TO OR USEFUL IN CONNECTION WITH ANY BUSINESS OF
THE CORPORATION OR OF ANY COMPANY OR ASSOCIATION IN WHICH THE CORPORATION MAY
HAVE AN INTEREST DIRECTLY OR INDIRECTLY.
TO SELL, CONVEY, LEASE, EXCHANGE, TRANSFER OR OTHERWISE DISPOSE OF OR
MORTGAGE, PLEDGE OR OTHERWISE ENCUMBER OR CREATE A SECURITY INTEREST IN, ANY OR
ALL OF ITS PROPERTY, REAL OR PERSONAL, OR ANY INTEREST THEREIN, WHEREVER
SITUATED.
TO ENGAGE IN THE BUSINESS DESCRIBED IN PARAGRAPHS NUMBERED 1 THROUGH 6 OF
THIS ARTICLE THROUGH SUBSIDIARIES OR AFFILIATES; TO FORM, CAUSE TO BE
INCORPORATED, PURCHASE, RECEIVE OR OTHERWISE ACQUIRE, HOLD, SELL OR OTHERWISE
DISPOSE OF SUCH SUBSIDIARIES.
TO DO ALL AND EVERYTHING NECESSARY, SUITABLE OR PROPER FOR THE
ACCOMPLISHMENT OF ANY OF THE PURPOSES, THE ATTAINMENT OF ANY OF THE OBJECTS, OR
THE FURTHERANCE OF ANY OF THE POWERS HEREINBEFORE SET FORTH, EITHER ALONE OR IN
CONNECTION WITH OTHER CORPORATIONS, FIRMS OR INDIVIDUALS, AND EITHER AS
PRINICPALS OR AGENTS, AND TO DO EVERY OTHER ACT OR ACTS, THING OR THINGS,
INCIDENTAL OR APPURTENANT TO OR GROWING OUT OF OR CONNECTED WITH THE AFORESAID
OBJECTS, PURPOSES OR POWERS, OR ANY OF THEM.
IN WITNESS WHEREOF, these Articles of Incorporation have been signed this 11TH
day of DECEMBER, 1991
/s/ Julie Espinoza
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JULIE ESPINOZA
State of NEW YORK }
} ss
County of ALBANY }
I, BARBARA LLOYD, a Notary Public, do hereby certify that on this 11TH day
of DECEMBER, 1991, personally appeared before me, JULIE ESPINOZA (and
_____________________________,) who being by me first duly sworn, (severally)
declared that he is (they are) the person(s) who signed the foregoing document
as incorporator(s), and that the statements therein contained are true.
NOTARIAL SEAL /s/ Barbara A. Lloyd
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Notary Public
BARBARA A. LLOYD
My commission expires ______________________
BARBARA A. LLOYD
Notary Public, State of New York
No. 4981917
Qualified in Albany County
Commission Expires March 30, 1993
FILED AND CERTIFICATE OF
INCORPORATION ISSUED
DEC 11 1991
/s/ Roy D. Blunt