EXHIBIT 3.1(j)
ARTICLES OF MERGER
OF
CINEMARK USA, INC., A TEXAS CORPORATION,
WITH
CNMK TEXAS PROPERTIES, LTD.,
A TEXAS LIMITED PARTNERSHIP
Pursuant to the provisions of Article 5.04 of the Texas Business
Corporation Act (the "TBCA") and Section 2.11(d) of the Texas Revised Limited
Partnership Act (the "RLPA"), Cinemark USA, Inc., a corporation organized under
and governed by the laws of the State of Texas (the "COMPANY"), and CNMK Texas
Properties, Ltd., a limited partnership organized under and governed by the laws
of the State of Texas, hereby execute and adopt the following Articles of Merger
this 14th day of February, 2003 and certify that:
FIRST: The name and jurisdiction of incorporation of each of the
constituent entities of the merger is as follows:
<Table>
<Caption>
Name Jurisdiction of Incorporation
--------------------------- -----------------------------
Cinemark USA, Inc. Texas corporation
CNMK Texas Properties, Ltd. Texas limited partnership
</Table>
SECOND: As to the undersigned domestic corporation, the approval of
whose shareholders is required, the number of outstanding shares of each class
or series of stock of such corporation entitled to vote, with other shares or as
a class, on the Agreement and Plan of Merger are as follows:
<Table>
<Caption>
Number of Shares Number of Shares Entitled
Name of Corporation Outstanding Class to Vote as a Class
- ------------------- ---------------- ----- -------------------------
Cinemark USA, Inc. 1,500 A 1,500
182,648 B 182,648
</Table>
As to the undersigned domestic corporation, the approval of whose
shareholders is required, the number of outstanding shares of each class voted
for and against the Plan of Merger are as follows:
<Table>
<Caption>
Number of Shares Entitled Number of Shares Entitled
to Vote as a Class to Vote as a Class
Name of Corporation Class Voted For Voted Against
- ------------------- ----- -------------------------- ------------------------
Cinemark USA, Inc. A 1,500 0
B 182,648 0
</Table>
The Plan of Merger has been approved, adopted, certified, executed, and
acknowledged by CNMK Texas Properties, Ltd., a Texas limited partnership, in
accordance with the requirements of the RLPA and CNMK Texas Properties, Ltd.'s
constituent documents.
THIRD: As permitted by Article 5.01 of the TBCA and Section 5.04 of the
RLPA, both the Company and the Partnership shall survive the Merger. The names
of the surviving entities are as follows:
<Table>
<Caption>
Name Jurisdiction of Incorporation or Formation
--------------------------- ------------------------------------------
Cinemark USA, Inc. Texas corporation
CNMK Texas Properties, Ltd. Texas limited partnership
</Table>
FOURTH: The Articles of Incorporation and Bylaws of the Company will be
the Articles of Incorporation and Bylaws of the Company following the effective
time of the merger. The Certificate of Limited Partnership and the Partnership
Agreement of the Partnership will be the Certificate of Limited Partnership and
Partnership Agreement of the Partnership following the effective time of the
merger.
FIFTH: The effective date of the merger shall be February 14, 2003 and
the effective time on such date shall be 2:02 pm Central Standard Time.
SIXTH: The executed Plan of Merger is on file at the principal places
of business of each of the surviving entities, which addresses are as follows:
Cinemark USA, Inc. 3900 Dallas Parkway, Suite 500
Plano, Texas 75093
CNMK Texas Properties, Ltd. 3900 Dallas Parkway, Suite 500
Plano, Texas 75093
SEVENTH: A copy of the Plan of Merger will be furnished by the Company,
on request and without cost, to any shareholder of the Company. The Partnership
has complied with the provisions of the Partnership Agreement regarding
furnishing partners copies or summaries of the Plan of Merger or notices
regarding the merger.
EIGHTH: A copy of the Plan of Merger will be furnished by each of the
surviving entities, on written request and without cost, to any creditor or
obligee of the parties to the merger at the time of the merger if the obligation
is then outstanding.
NINTH: The Plan of Merger specifies that the surviving entities will be
responsible for the payment of all fees and franchise taxes required by law and
that the surviving entities will be obligated to pay such fees and franchise
taxes if the same are not timely paid.
IN WITNESS WHEREOF, both surviving entities have caused this
certificate to be signed by an authorized representative of each such entity,
the ___ day of February, 2003.
<Table>
CINEMARK USA, INC. CNMK TEXAS PROPERTIES, LTD.
By: By: Sunnymead Cinema Corp.
------------------------------------ its General Partner
Name: Michael Cavalier
Title: Vice President-General Counsel
By:
----------------------------------
Name: Michael Cavalier
Title: Vice President-General Counsel
</Table>