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EXHIBIT 3.3
ARTICLES OF INCORPORATION
OF
CROWN THEATRE CORPORATION
THE UNDERSIGNED, being a natural person of the age of 18
years or more, and acting as the incorporator of a corporation to be organized
pursuant to the provisions of The General and Business Corporation law of
Missouri, Chapter 351 of the Missouri Revised Statutes, does hereby adopt the
following Articles of Incorporation:
ARTICLE I
The name of the Corporation is Crown Theatre Corporation.
ARTICLE II
The address of the initial registered office of the
Corporation in the State of Missouri is 1100 Main, 2700 City Center Square,
P.O. Box 26010, Kansas City, Missouri 65196. The initial registered agent of
the Corporation at such address is LT Agent Services, Inc.
ARTICLE III
The aggregate number of shares which the Corporation shall
have authority to issue is 30,000, all having a par value of One Dollar each,
and all of which are of one class and are designated as Common Stock.
ARTICLE IV
The Corporation is formed for the following purposes:
(1) To own and operate all facets of the movie theatre
business and activities related thereto; and
(2) To engage in any lawful act or activity for which
corporations may be organized under The General and Business
Corporation Law of Missouri.
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ARTICLE V
The name and place of residence of the incorporator are as
follows:
NAME RESIDENCE
---- ---------
Richard M. Durwood 6100 Mission Drive
Shawnee Mission, KS 66208
ARTICLE VI
The number of directors to constitute the first Board of
Directors of the Corporation is two. Thereafter, the number of directors of the
Corporation shall be fixed by, or in the manner provided in, its Bylaws. Any
changes in the number of directors shall be reported to the Secretary of State
of the State of Missouri within thirty calendar days of such change.
The persons constituting the first Board of Directors are:
NAME ADDRESS
---- -------
Richard M. Durwood 6100 Mission Drive
Shawnee Mission, KS 66208
Maureen W. Durwood 6100 Mission Drive
Shawnee Mission, KS 66208
ARTICLE VII
The duration of the Corporation is to be perpetual.
ARTICLE VIII
Each share of the Corporation shall entitle the holder
thereof to a preemptive right, for a period of thirty days, to subscribe for,
purchase, or otherwise acquire any shares of the same class of the Corporation
or any equity or voting shares of any class of the Corporation which the
Corporation proposes to issue or any rights or options which the Corporation
proposes to grant for the purchase of shares of the same class of the
Corporation or of equity or voting shares of any class of the Corporation or
for the purchase of any shares, bonds, securities, exchangeable for, or which
carry any rights, to subscribe for, purchase, or otherwise acquire shares of
the same class of the Corporation, whether now or hereafter authorized or
created, whether having unissued or treasury
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status, and whether the proposed issue, reissue, transfer, or grant is for
cash, property, or any other lawful consideration; and after the expiration of
said thirty days, any and all of such shares, rights, options, bonds,
securities or obligations of the Corporation may be issued, reissued,
transferred, or granted by the Board of Directors, as the case may be, to such
persons, firms, corporations and associations, and for such lawful
consideration, and on such terms, as the Board of Directors in its discretion
may determine. As used herein, the terms "equity shares" and "voting shares"
shall mean, respectively, shares which confer unlimited dividend rights and
shares which confer unlimited voting rights in the election of one or more
directors.
ARTICLE IX
The Board of Directors may make, alter, and repeal the Bylaws
of the Corporation, except any Bylaw the control over which is vested in the
shareholders entitled to vote under the provisions of The General and Business
Corporation Law of Missouri.
ARTICLE X
The private property of the shareholders of this Corporation
shall not be subject to the payment of corporate debts, except to the extent of
any unpaid balance of subscription for shares.
ARTICLE XI
The Corporation shall have the power to indemnify officers,
directors, employees and agents to the extent permitted by its Bylaws, as
amended from time to time.
IN TESTIMONY WHEREOF, I have hereunto subscribed by name this
28th day of November, 1989.
/s/ Richard M. Durwood
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Richard M. Durwood, Incorporator
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STATE OF MISSOURI )
) ss.
COUNTY OF JACKSON )
I, the undersigned, a notary public, do hereby certify that on the
_____ day of ______________, 1997, personally appeared before me, Richard M.
Durwood, who being by me first duly sworn, declared that he is the person who
signed the foregoing document as incorporator, and that the statements therein
contained are true.
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Notary Public
(SEAL)
My commission expires:
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