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EXHIBIT 3.12
ARTICLES OF INCORPORATION
OF
FAIRVIEW PRINTING, INC.
The undersigned incorporator, for the purpose of establishing a corporation
under the provisions and subject to the requirements of the Florida General
Corporation Act, does hereby certify as follows:
FIRST: The name of the corporation is FAIRVIEW PRINTING, INC.
(hereinafter called the "Corporation").
SECOND: The duration of the Corporation is to be perpetual.
THIRD: The general purposes for which the Corporation is initially
organized are as follows:
To conduct in all its branches a general lithographing, printing,
publishing, paper products, stationery, bookbinding, engraving,
photoengraving, duplicating, offsetting, processing, facsimile, and
image, color, line, word and shadow reproduction, artists' supplies, and
mailorder business, and, without limiting the generality of any of the
purposes herein contained, to edit, print, bind, buy, sell, publish and
generally deal in newspapers, magazines, books, pamphlets and other
publications of every kind, nature and description. To design,
manufacture, buy, sell, import, export, distribute, use, license the use
of, prepare, produce and generally deal in and with, whether as
principal, agent, jobber, distributor, broker, licensor, licensee, or
otherwise, any and all equipment, apparatus, machinery, devices, plants,
facilities, improved and unimproved real, personal and mixed properties,
and materials and supplies, used or useful in or about such business and
related businesses.
To engage in a general publishing business, to acquire all rights
in literary properties and publish the same on a royalty basis, to
publish under contract the literary properties of others; and to buy,
lease, maintain, and dispose of real property, buildings, printing
plants, printing presses, and all such incidental machinery and
appliances as may be necessary or useful in such business.
To conduct and carry on in all of its branches the business of
buying, selling, and dealing in and with newspapers, periodicals and
books of any and all kinds, whether new or old, as well as manuscripts,
prints, engravings, lithographs, pamphlets, writings, publications, and
similar goods or merchandise; to conduct the business of an agency in
all of its branches for any and all of said goods or merchandise; and to
acquire and carry on a selling agency or agencies for the sale of any
and all merchandise pertaining or relating to newspapers, magazines,
books, manuscripts, prints, engravings, lithographs, pamphlets,
writings, and similar goods or merchandise.
To manufacture, produce, prepare, purchase, import, export, sell,
and generally to deal in any and all kinds of paper and in all
ingredients, products, and compounds thereof, and in any materials that
now are or may hereafter be used in connection with such manufacture.
To collect, assemble, compile, edit, prepare, buy, sell, license
the use of as licensor and licensee, acquire, receive, grant, assign,
and transfer options to copyrighted materials, articles and other
written materials, whether published or unpublished, copyrights. To
distribute, syndicate, disseminate, publish, print and circulate in
newspapers, magazines, books, brochures, leaflets, pamphlets, and other
printed and reproduced media, broadcast by radio, record, and reproduce
by platter, disc, wire and tape recording, television, telecast,
facsimile, sound, image, and other lawful methods, means, devices, and
techniques, whether now or hereafter devised, discovered, invented,
improved, or developed, and generally deal in and with in any lawful
capacity, published materials, information, techniques, critiques,
analyses, charts, outlines, sketches, suggestions, guidance, advice, and
items of interest in the field of general publishing.
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To carry on a general mercantile, industrial, investing, and
trading business in all its branches; to devise, invent, manufacture,
fabricate, assemble, install, service, maintain, alter, buy, sell,
import, export, license as licensor or licensee, lease as lessor or
lessee, distribute, job, enter into, negotiate, execute, acquire, and
assign contracts in respect of, acquire, receive, grant, and assign
licensing arrangements, options, franchises, and other rights in respect
of, and generally deal in and with, at wholesale and retail, as
principal, and as sales, business, special, or general agent,
representative, broker, factor, merchant, distributor, jobber, advisor,
and in any other lawful capacity, goods, wares, merchandise,
commodities, and unimproved, improved, finished, processed, and other
real, personal, and mixed property of any and all kinds, together with
the components, resultants, and by-products thereof; to acquire by
purchase or otherwise own, hold, lease, mortgage, sell or otherwise
dispose of, erect, construct, make, alter, enlarge, improve, and to aid
or subscribe toward the construction, acquisition or improvement of any
factories, shops, storehouses, buildings, and commercial and retail
establishments of every character, including all equipment, fixtures,
machinery, implements and supplies necessary, or incidental to, or
connected with, any of the purposes of business of the corporation; and
generally to perform any and all acts connected therewith or arising
therefrom or incidental thereto, and all acts proper or necessary for
the purpose of the business.
To engage generally in the real estate business as principal,
agent, broker, and in any lawful capacity, and generally to take, lease,
purchase, or otherwise acquire, and to own, use, hold, sell, convey,
exchange, lease, mortgage, work, clear, improve, develop, divide, and
otherwise handle, manage, operate, deal in and dispose of real estate,
real property, lands, multiple-dwelling structures, houses, buildings
and their works and any interest or right therein; to take, lease,
purchase or otherwise acquire, and to own, use, hold, sell, convey,
exchange, hire, lease, pledge, mortgage, and otherwise handle, and deal
in and dispose of, as principal, agent, broker, and in any lawful
capacity, such personal property, chattels, rights, easements,
privileges, chooses in action, notes, bonds, mortgages, and securities
as may lawfully be acquired, held, or disposed of; and to acquire,
purchase, sell, assign, transfer, dispose of, and generally deal in and
with, as principal, agent, broker, and in any lawful capacity, mortgage,
and other interests in real, personal, mixed properties, to carry on a
general construction, contracting, building, and realty management
business as principal, agent, representative, contractor, subcontractor,
and in any other lawful capacity.
To apply for, register, obtain, purchase, lease, take licenses in
respect of or otherwise acquire, and to hold, own, use, operate,
develop, enjoy, turn to account, grant licenses and immunities in
respect of, manufacture under and to introduce, sell, assign, mortgage,
pledge or otherwise dispose of, and, in any manner deal with and
contract with reference to:
(a) inventions, devices, formulae, processes and any
improvements and modifications thereof;
(b) letters patent, patent rights, patented processes,
copyrights, designs, and similar rights, trade-marks, trade symbols
and other indications of origin and ownership granted by or
recognized under the laws of the United States of America or of any
state or subdivision thereof, or of any foreign country or
subdivision thereof, and all rights connected therewith or
appertaining thereunto;
(c) franchises, licenses, grants and concessions.
To transact any or all lawful business for which corporations may
be incorporated under the Florida General Corporation Act.
FOURTH: The aggregate number of shares which the Corporation shall
have authority to issue is Two Hundred (200) shares of Common Stock of the
par value of One Dollar ($1.00) each.
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FIFTH: The street address of the initial registered office of the
Corporation is 600 South East Coast Avenue, Lantana, Florida 33464 and the
name of its initial registered agent at such address is Guy Galiardo.
SIXTH: The number of directors constituting the initial Board of
Directors of the Corporation is two, and the names and addresses of the
persons who are to serve as members thereof are as follows:
NAME ADDRESS
- ---- -------
James K. Johnson........................ John F. Kennedy Memorial Hospital
S. Congress Avenue
Atlantis, Florida
33462
Harry C. Moore.......................... P.O. Box 853
Beloit, Wisconsin
53511
SEVENTH: The name and address of the incorporator is as follows:
NAME ADDRESS
- ---- -------
Samuel R. Newborn....................... 598 Madison Avenue
New York, New York
10022
IN WITNESS WHEREOF, the undersigned incorporator has executed these
Articles of Incorporation this 8th day of March, 1985.
/s/ SAMUEL R. NEWBORN
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Samuel R. Newborn
ACCEPTANCE BY
REGISTERED AGENT
/s/ GUY GALIARDO
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Guy Galiardo
STATE OF NEW YORK )
COUNTY OF NEW YORK ) ss.:
BE IT REMEMBERED that personally appeared before me, a Notary Public in and
for the County and State aforesaid, Samuel R. Newborn, the incorporator who
executed the foregoing Articles of Incorporation, known to me personally to be
such, and did acknowledge the same to be his voluntary act and deed, and that
the facts therein stated are true and correct.
GIVEN under my hand and seal of office this 8th day of March, 1985.
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Notary Public
(Notarial Seal)
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