1
EXHIBIT 3.146
ARTICLES OF INCORPORATION
OF
REVOLUTION OUTDOOR ADVERTISING, INC.
ARTICLE I
NAME
The name of the corporation is Revolution Outdoor Advertising, Inc.
ARTICLE II
DURATION
The corporate existence shall commence on the date of filing, and the
duration of the corporation shall be perpetual.
ARTICLE III
ADDRESS
The principal office of the corporation in the State of Florida shall
be located at:
1215 11th Street
St. Cloud, Florida 34769
ARTICLE IV
REGISTERED OFFICE AND AGENT
The address of its initial registered office and agent shall be:
Gary R. Rutledge
215 South Monroe Street, Suite 420
Tallahassee, Florida 32301
- 1 -
2
ARTICLE V
PURPOSE
The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Act of Florida. The corporation shall be authorized to conduct its business or
hold property in any part of the United States and its possessions and foreign
countries.
ARTICLE VI
CAPITAL STOCK
The aggregate number of shares which the corporation shall have
authority to issue is 100 shares, each share having $1.00 par value. The
corporation, in the discretion and upon resolution of the Board of Directors,
may at any time and from time to time issue and dispose of any of the authorized
and unissued shares of stock of the corporation and may create optional rights
to purchase or subscribe for shares of stock of the corporation. Such stock may
be issued and disposed of for such kind and amount of consideration and to such
persons, friends, and corporations, and such optional rights may be created, at
once or other evidence of such rights issued, on such terms, at such prices, and
in such manner as may be determined by resolution adopted by the Board of
Directors, subject to any provision of law then applicable.
ARTICLE VII
INCORPORATION
The name and mailing address of the incorporator is as follows:
Daniel L. Hardin
1215 11th Street
St. Cloud, Florida 34769
- 2 -
3
ARTICLE VIII
INITIAL BOARD OF DIRECTORS
This corporation shall have one (1) director initially. The number of
directors may be either increased or decreased from time to time by an amendment
of the bylaws of the corporation in the manner provided by law, but in no event
shall be less than one. The name and address of the initial board of directors
is:
Daniel L. Hardin
1215 11th Street
St. Cloud, Florida 34769
ARTICLE IX
INDEMNIFICATION
The corporation shall indemnify any officer or director or former
officer or director to the full extent permitted by law.
ARTICLE X
AMENDMENT AND BYLAWS
In furtherance and not in limitation of the powers conferred by the
laws of the State of Florida, the Board of Directors is expressly authorized and
empowered, in the manner provided in the bylaws of the corporation, to make,
alter, amend and repeal the bylaws of the corporation in any respect not
inconsistent with the laws of the State of Florida or with the Articles of
Incorporation.
In addition to the powers and authorities hereinbefore or by statute
expressly conferred upon it, the Board of Directors may exercise all such powers
and do all such acts as may be exercised or done by the corporation, subject,
nevertheless, to the provisions of the laws of the State of Florida, these
Articles of Incorporation and the bylaws of the corporation.
- 3 -
4
Whenever the vote of stockholders at a meeting thereof is required or
permitted to be taken for or in connection with any corporate action, the action
may be taken with the written consent of the holders of a majority of the stock,
or a greater percentage where required by statute; provided that prompt notice
must be given to all stockholders of the taking of corporate action without a
meeting.
The corporation reserves the right to amend, alter, change or repeal
any provision contained in these Articles of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein granted are subject to these reservations.
IN WITNESS WHEREOF, the undersigned incorporator has executed these
Articles of Incorporation.
/s/ DANIEL L. HARDIN
- ---------------------------
STATE OF FLORIDA
COUNTY OF
The foregoing instrument was acknowledged before me this 11th day of
December, 1996, by Daniel L. Hardin, who is personally known to me or who
produced _____________________________ (type of identification) and who did
(did not) take an oath.
/s/ SYLVIA F. PARRAMORE
- ---------------------------
Notary Public
SYLVIA F. PARRAMORE
- ---------------------------
Printed, Typed or Stamped
[NOTARY SEAL]
- 4 -
5
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR
DOMICILE FOR THE SERVICE OF PROCESS WITHIN
FLORIDA, NAME OF AGENT UPON WHOM PROCESS MAY BE SERVED
In compliance with Section 48.091, Florida Statutes, the following is
submitted:
Revolution Outdoor Advertising, Inc., desiring to organize or qualify
under the laws of the State of Florida, with its principal place of
business at 1215 11th Street, St. Cloud, Florida 34769, and its
registered office at 215 South Monroe Street, Suite 420, Tallahassee,
Florida 32301 has named Gary R. Rutledge as its agent to accept service
of process within Florida.
Signature: /s/ DANIEL L. HARDIN
-------------------------
Title: Director/Incorporator
Date: December 11, 1996
-------------------------
Having been named to accept service of process for the above stated
corporation, at the place designated in this certificate, I hereby agree to act
in this capacity, and I further agree to comply with the provisions of all
statutes relative to the proper and complete performance of my duties.
Signature: /s/ [ILLEGIBLE]
-------------------------
Title: Resident Agent
Date: 12-11-96
-------------------------
- 5 -