No. 00252056
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STATE of MISSOURI
SEAL JAMES C. KIRKPATRICK, Secretary of State
Corporation Division
Certificate of Incorporation
WHEREAS, duplicate originals of Articles of Incorporation
......................
ATWOOD CONVENTIONT PUBLISHING, INC.
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have been received and filed in the office of the Secretary of State, which
Articles, in all respects,
comply with the requirements of The General and Business Corporation Law:
NOW, THEREFORE, I, JAMES C. KIRKPATRICK, Secretary of State of the State of
Missouri, by virtue of the authority vested in me by llaw, do hreby certify and
delcare..................
ATWOOD CONVENTION PUBLISHING, INC.
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a body corporate, duly organized this day and that it is entitled to all rights
and privilegess granted corporations organized under The General and Business
Corporation Law; that the address of its initial Registered Office in Missouri
is ............................................
3261 Gillham Plaza, Kasas City, MO. 64109
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that its period of eistence is ; and
........................................
that the amount of its Authorizd Shares is
.....................................
................................................................................
IN TESTIMONY WHEREOF, I have hereunto
set my hand and affixed the GREAT SEAL
of the State of Missouri, at thee City
of Jefferson, this 11th day of May
..........., 1983.
--
........................................
Secretary of State
SEAL
RECEIVED OF: ATWOOD COVENTION PUBLISHING, INC.
....................................................................
Fifty-three dollars andd no/100 ------------------ $ 53.00
...................................................... Dollars,.................
For Credit of General Revenue Fund, on Account of Incorporation Tax and Fee.
No. 00252056
.........
State of Missouri... Office of Secretary of State
[SEAL] JAMES C. KIRKPATRICK, Secretary of State
Articles of Incorporation
(To be submitted in duplicate by an attorney)
HONORABLE JAMES C. KIRKPATRICK
SECRETARY OF STATE
STATE OF MISSOURI
JEFFERSON CITY, MO 65101
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: Atwood Convention Publishing, Inc.
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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:
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3261 Gillham Plaza, Kansas City, Missouri 64109
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and the name of its initial agent at such address is: George S. Murray III
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ARTICLE THREE
The aggregate number, class and par value, if any, of shares which the
corporation shall have authority to issue shall be:
30,000 shares of common stock
$1.00 per share of common stock
The preferences, qualifications, limitations, restrictions, and the special or
relative rights, including convertible rights, if any, in respect of the shares
of each class are as follows:
None
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
George S. Murray III 3261 Gillham Plaza Kansas City, Missouri 64109
ARTICLE SIX
(Designate which and complete the applicable paragraph)
X The number of directors to constitute the first board of directors is three.
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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:
IN WITNESS WHEREOF, these Articles of Incorporation have been signed
this 4th day of May 1983.
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George S. Murray III
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George S. Murray III
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STATE OF MISSOURI
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COUNTY OF JACKSON ss.
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I, Charlene Mathis , a notary public,
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do hereby certify that on the 4th day of May 1983, personally appeared
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before me, George S. Murray III (and N/A ,) who
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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.
Charlene Mathis
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Notary Public
My commission expires 11-30 1985
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FILED AND CERTIFICATE OF
INCORPORATION ISSUED
MAY 11, 1993
\s\ James Kirkpatrick
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James Kirkpatrick
ARTICLE EIGHT
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(a) To buy, purchase, lease, rent, or otherwise acquire, own, hold, use,
operate and sell, lease, mortgage or otherwise deal in and turn to account
real estate and any and all interests or assets in or appertaining thereto,
also any and all buildings, structures, or improvements constituting part of
or situated on or useful in lawfully permitted to acquire, own, hold,
operate, develop, explore, prospect and to obtain the fructum thereof and
therefrom and to deal in rent, lease, mortgage, divide, partition, or
otherwise improve, use, and dispose of lands, leaseholds, buildings,
structures and improvements (and any and all interests, tangible or
intangible, in lands, real estate and leaseholds); and to erect, construct,
manage, operate, improve, decorate, and otherwise deal with buildings,
structures and improvements situated or to be situated on any such land, real
estate or leasehold; and in general to carry on the business of a real estate
compony in any lawful manner without limitation as to description, location
or amount.
(b) To purchase or otherwise acquire, hold, own, improve, develop, sell,
mortgage, pledge, and otherwise deal in and with real and personal property
of every kind and description in the United States of America, and in any
territory, colony, dependence, or district thereof, and in any foreign
country or countries to the extent that the same may be lawfully permissible.
(c) To buy, sell, import, export, manufacture, produce, design, prepare,
assemble, fabricate, improve, develop, mortgage, pledge, distribute, and
otherwise deal in either at wholesale or retail, or both, either as
principal agent or on commission, goods, wares, merchandise, machinery,
tools, devices, apparatus, equipment, and all other personal property,
whether tangible or intangible, of everY kind and description.
(d) To apply for, obtain, purchase, lease, take licenses in respect of, or
otherwise acquire, and to hold, own, use, operate, enjoy, introduce, sell,
assign, mortgage, pledge, or otherwise dispose of:
1. Any and all inventions, devices, and processes, and any
improvements and modifications thereof.
2. Any and all letters patent of the United States or of any
other country, state, or locality, and all rights connected
therewith or appertaining thereto.
3. Any and all copyrights granted by the United States or of
any other country, state, or locality as aforesaid.
4. Any and all trademarks, trade names, trade symbols, and
other indications of origin and ownership granted by or
recognized under the laws of the United States or of any
country, state, or locality as aforesaid; and to conduct and
carry on its business in any or all of its various branches
under any trade name or trade names.
(e) To enter into any lawful conduct or contracts with persons, firms,
corporations, governments or any agencies or subdivisions thereof, including
guaranteeing the obligations of any person, firm or corporation.
(f) To purchase and acquire, as a going concern or otherwise, and to carry
on, maintain, and operate all or any part of the property or business of any
corporation, firm, association, entity, syndicate, or persons whosoever,
deemed to be of benefit to the corporation, or of use in any manner in
connection with any of its objects or purposes; and to acquire, own, hold,
and use and dispose of upon such terms as may seem advisable to the
corporation any and all property, real, personal or mixed, and any interest
therein deemed necessary, useful or of benefit to the corporation in any
manner in connection with any of its objects or purposes.
(g) To invest and deal with moneys of the corporation in any lawful manner,
and to acquire by purchase, by the exchange of stock or other securities of
the corporation, by subscription, or otherwise, and to invest in, to hold for
investment or for any other
purpose, and to deal in and use, sell, pledge or otherwise dispose of, and in
general to deal in any interest with respect to or enter into any transaction
with respect to (including "long" and "short" sales of) any stocks, bonds,
notes, debentures, and other securities and obligations of any government,
state, municipality, corporation, association, or other entity, including
individuals and partnerships and, while owner thereof, to exercise all of the
rights, powers and privileges of ownership, including among other things, the
right to vote thereon for any and all purposes and to give consents with respect
thereto.
(h) To borrow or raise money for any purpose of the corporation and to secure
the some and the interest accruing on any loan, indebtedness or obligation of
the corporation, and for that or any other purpose to mortgage, pledge,
hypothecate, or change all or any part of the present or hereafter acquired
property, rights and franchises of the corporation, real, personal, mixed or of
any character whatever, subject only to limitations specifically imposed by law.
(i) To have one or more offices, to conduct its business, carry on its
operations, and promote its objects within and without the State of Missouri,
and in other states, the District of Columbia, and territories, colonies,
dependencies of the United States, and in foreign countries, without restriction
as to place or amount, but subject to the laws of such state, district,
territory, colony, dependency, or country; and to do any or all of the things
herein set forth to the same extent as natural persons might or could do and in
any part of the world, either alone or in company of others.
(j) In general, to carry on, transact, and engage in any and every lawful
business or other lawful thing calculated to be of gain, profit or benefit to
the corporation as fully and freely as a natural person might do, to the extent
and in the manner, anywhere within and without the State of Missouri, as it may
from time to time determine; and to have and exercise each and all of the powers
and privileges, either direct or incidental, which are given and provided by or
are available under the laws of the State of Missouri in respect of business
corporations organized for profit thereunder; provided, however, that the
corporation shall not engage in any activity for which a corporation may not be
formed under the laws of the State of Missouri.
(k) In futherance, and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized:
1. To adopt, alter or amend the corporation's by-laws, and
2. To set apart out of any of the money or funds of the corporation
available for dividends a reserve or reserves for any proper purpose
or to abolish any such reserve in the manner in which it was created.
(l) To manufacture or otherwise produce, purchase or otherwise acquire, sell,
let, and deal in goods, wares, and merchandise, and personal property of every
description in which a corporation may acquire, hold, rent, lease, dispose of
and deal.
(m) To purchase, acquire, hold, improve, sell, convey, assign, release,
mortgage, encumber, lease, hire, construct and deal in real and personal
property of every nature and name, including stocks and securities of other
corporations, and to loan money and take securities for the payment of all sums
due the corporation, and to sell, assign and release such securities.
(n) The corporation shall further be authorized to act for itself or as agent
or correspondent for others, to deal in mortgages, commercial paper, and other
securities in connection with real estate or any other lawful business, to
manage estates and properties, and to conduct a general real estate and rental
business, including the buying, selling, leasing, improving, construction, and
dealing in land, tenements, residences, apartments, buildings and every other
form of realty lawfully available, including the sale of insurance, furniture
fixtures, and any and all items of personalty which might be conceivably
installed and/or used in the construction and/or operation of a real estate
business.
(o) The corporation shall further be authorized to construct and build a
retail shopping center; to thereafter operate such shopping center and lease
space to others therein; and do all other things necessary in the operation of a
retail shopping center.
(p) the corporation shall be further authorized to construct, build and
operate an industrial park and/or to lease space therein to others and to do all
things necessary in the construction and operation of an industrial park.
(q) The corporation shall be further authorized to engage in the sale at all
levels of food, liquor, recreational facilities and services, including sales
and operation at retail and/or wholesale levels and also including the
manufacturing and preparation of such articles, and shall be further authorized
to engage in franchise operations, covering any and all facets of any lawful
business in which this corporation shall be entitled to engage.
(r) The corporation shall be further authorized to purchase, manufacture,
and sell points and all sundry items connected therewith, or in any way
pertaining thereto; and all other matters and things necessary for the
prosecution of such business, including the purchase, holding and sale of
machinery, inventory, fixtures and real estate.
(s) The corporation shall be further authorized to engage in the publishing
of newspapers, flyers, advertising and letters for conventions on a national
scale.
FILED AND CERTIFICATE OF
INCORPORATION ISSUED
MAY 11, 1983
/s/