STATE OF FLORIDA
Department of State
I certify the attached is a true and correct copy of the Articles of
Incorporation of MAGICWORKS FASHION MANAGEMENT, INC., a corporation organized
under the laws of the State of Florida, filed on June 10, 1998, as shown by the
records of this office.
The document number of this corporation is P98000052303.
Given under my hand and the Great Seal of the State of Florida at Tallahassee,
the Capitol, this the Fifteenth day of October, 1998
/s/ S.B.M.
Sandra B. Mortham
Secretary of State
ARTICLES OF INCORPORATION
OF
MAGICWORKS FASHION MANAGEMENT, INC.
ARTICLE I
The name of the corporation is MAGICWORKS FASHION MANAGEMENT, INC. (the
"Corporation").
ARTICLE II
The address of the principal office and the mailing address of the
Corporation is 930 Washington Avenue, 5th Floor, Miami Beach. Florida 33139.
ARTICLE III
The capital stock authorized, the par value thereof. and the
characteristics of such stock shall be as follows:
Number of Shares Authorized: 1,000; Par Value Per Share: $0.01; Class
of Stock: Common
ARTICLE IV
The Corporation shall hold a special meeting of shareholders only:
(1) On call of the Board of Directors or persons authorized to do
so by the Corporation's Bylaws; or
(2) If the holders of not less than 50 percent of the shares
entitled to vote on any issue proposed to be considered at the
proposed special meeting sign, date, and deliver to the
Corporation's secretary one or more written demands for the
meeting describing the purpose or purposes for which it is to
be held.
ARTICLE V
The street address of the Corporation's initial registered office is
1201 Hays Street City of Tallahassee, County of Leon, State of Florida 32301,
and the name of its initial registered agent at such of the is Corporation
Service Company.
ARTICLE VI
The Board of Directors of the Corporation shall consist of at least
one director, with the exact number to be filed from time to time in the manner
provided in the Corporation's Bylaws. The
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number of directors constituting the initial Board of Directors is three (3),
and the names and addresses of the members of the initial Board of Directors who
will serve as the Corporation's directors until successors are duly elected and
qualified are:
Brad L. Krassner
930 Washington Avenue, 5th Floor
Miami Beach, Florida 33139
Lee D. Marshall
930 Washington Avenue, 5th Floor
Miami Beach, Florida 33139
Robert G. Kreusler
930 Washington Avenue, 5th Floor
Miami Beach, Florida 33139
ARTICLE VII
The name of the Incorporator is Gail Shelby and the address of the
Incorporator is 1201 Hays Street, Tallahassee, Florida 32301.
ARTICLE VIII
This Corporation shall indemnify and shall advance expenses on behalf
of its officers and directors to the to the fullest extent not prohibited by law
in existence either now or hereafter.
IN WITNESS WHEREOF, the undersigned, being the Incorporator named
above, for the purpose of forming a corporation pursuant to the Florida Business
Corporation Act of the State of Florida has signed these Articles of
Incorporation this 10th day of June, 1998.
/s/ G.S.
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Gail Shelby, Incorporator
ACCEPTANCE OF APPOINTMENT OF REGISTERED AGENT
The undersigned, having been named the Registered Agent of MAGICWORKS
FASHION MANAGEMENT, INC. accepts such designation and is familiar with, and
accepts, the obligations of such position, as provided in Florida Statutes
ss.607.0505.
Corporation Service Company
/s/ G.S.
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Gail Shelby, Incorporator
Dated: June 10, 1998
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