STATE OF CALIFORNIA
SECRETARY OF STATE
CORPORATION DIVISION
I, BILL JONES, Secretary of State of the State of California, hereby
certify:
That the annexed transcript was prepared by and in this office from the
record on file, of which it purports to be a copy, and that it is full, true and
correct.
IN WITNESS WHEREOF, I execute this
certificate and affix the Great Seal of
the State of California this
June 08 1998
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/s/ Bill Jones
Secretary of State
ARTICLES OF INCORPORATION
OF
SHELLI MEADOWS, INC.
The undersigned Incorporator hereby executes the following Articles of
Incorporation for the purpose of forming a corporation under the General
Corporation Law of the State of California:
I.
The Name of the Corporation shall be:
SHELLI MEADOWS, INC.
II.
The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California other than the banking business, the trust company business or
the practice of a profession permitted to be incorporated by the California
Corporations Code.
III.
The name and address in this state of the Corporation's initial agent
for service of process in accordance with subdivision (b) of Section 1502 of the
General Corporation Law is:
Irving Azoff
c/o Breslauer, Jacobson, Rutman & Sherman
10345 West Olympic Boulevard
Los Angeles, California 90064
IV.
The Corporation is authorized to issue only one class of shares, which
shall be common stock without par value, and the total number of shares of
common stock which the corporation is authorized to issue is one million
(1,000,000).
V.
Section 1. Elimination of Directors' Liability. The liability of the
directors of this corporation for monetary damages shall be eliminated to the
fullest extent permissible under California law.
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Section 2. Indemnification of Corporate Agents. This corporation is
authorized to provide indemnification of agents (as defined in Section 317 of
the California General Corporation Law) through bylaw provisions, agreements
with agents, vote of shareholders or disinterested directors or otherwise, in
excess of the indemnification otherwise permitted by Section 317 of the
California General Corporation Law, subject only to the applicable limits set
forth in Section 204 of the California General Corporation Law with respect to
actions for breach of duty to the corporation and its shareholders.
Section 3. Insurance from a Subsidiary. This corporation is authorized
to purchase and maintain insurance on behalf of its agents against any liability
asserted against or incurred by the agent in such capacity or arising out of the
agent's status as such from a company, the shares of which are owned in whole or
in part by this corporation, provided that any policy issued by such company is
limited to the extent required by applicable law.
Section 4. Reveal or Modification. Any repeal or modification of the
foregoing provisions of this Article V by the shareholders of this corporation
shall not adversely affect any right or protection of an agent of this
corporation existing at the time of that repeal or modification.
IN WITNESS WHEREOF, the undersigned Incorporator has executed the
foregoing Articles of Incorporation on September 10, 1990.
/s/ Lilliana Montero
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Lilliana Montero, Incorporator
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