The State of Ohio
Bob Taft
Secretary of State
646107
Certificate
It is hereby certified that the Secretary of State of Ohio has custody of the
Records of Incorporation and Miscellaneous Filings; that said records show the
filing and recording of: AGA
of: MAGIC PROMOTION INC.
United States of America
State of Ohio
Office of the Secretary of State
Recorded on Roll H052 at Frame 0965 of the Records of Incorporation and
Miscellaneous Filings.
Witness my hand and the seal of the Secretary of State at Columbus, Ohio, this
22ND day of JAN A.D. 1991.
/s/ Bob Taft
Bob Taft
Secretary of State
Change of Address of Statutory Agent for Ohio Corporations
The address of Lee Marshall, (Name of Agent) the statutory agent for Magic
Promotion, Inc.(Name of Corporation) has been changed from 26949 Chagrin
Boulevard (Old Street Address) Suite 203, Cleveland (City or Village), Cuyahoga
County, Ohio 44122 (Zip Code) to 9265 Ole Eight Road (New Street Address),
Northfield (City or Village), Summit County, Ohio, 44067 (Zip Code)
Date: 1-14-91 By: Lee Marshall
(Sec/Treas)
January 17, 1991
Secretary of State
State office Bldg.
30 East Broad St.
Columbus, OH 43266-0418
Attention: Corporate Div.
In Re: Magic Promotion, Inc.
Charter No. 646107
To The Corporate Division:
Herein enclosed please find Change of Address of Statutory Agent. I
am also enclosing my check for $3 for the filing fee.
Please file the same and return the stamped copy back to my office.
Thank you.
Sincerely,
Sam J. Georges
SJG/mec
Encls.
Department of State
The State of Ohio
Sherrod Brown
Secretary of State
646107
Certificate
It is hereby certified that the Secretary of State of Ohio has custody of the
Records of Incorporation and Miscellaneous Filings; that said records show the
filing and recording of: ARF of: MAGIC PROMOTION INC.
United States of America
State of Ohio
Office of the Secretary of State
Recorded on Roll F578 at Frame 1422 of the Records of incorporation and
Miscellaneous Filings.
Witness my hand and the seal of the Secretary of State, at the City of
Columbus, Ohio, this 17TH day of DEC, A.D. 1984 .
/s/ Sherrod Brown
Sherrod Brown
Secretary of State
ARTICLES OF INCORPORATION
OF
MAGIC PROMOTION, INC.
THE UNDERSIGNED, desiring to form a corporation for profit,
under ss.1701.01 et seq. of the Revised Code of Ohio, do hereby certify;
FIRST: The name of said corporation shall be MAGIC PROMOTION,
INC.
SECOND: The place in the state of Ohio where its principal
office is to be located is the City of Cleveland, County of Cuyahoga, and
located at 26949 Chagrin Boulevard, Suite 203, Cleveland, Ohio 44122.
THIRD: The purpose for which it is formed are: To engage in
any lawful act or activity for which corporations may be formed under
ss.1701.01 to ss.1701.98 inclusive of the Revised Code of Ohio.
To purchase or otherwise acquire, lease as lessee, invest in,
hold, use, lease as lessor, encumber, sell, exchange, transfer and dispose of
property of any description or any interest therein.
To acquire, hold, use, sell, assign, lease, grant licenses in
respect of, mortgage or otherwise dispose of letters patent of the United
States or any foreign country, patent rights, licenses and privileges,
inventions, improvements and processes, copyrights, and trademarks and
tradenames, relating to or useful in connection with any business of this
corporation.
To acquire by purchase, subscription or otherwise, and to
receive, hold, own, guarantee, sell, assign, exchange, transfer, mortgage,
pledge, or otherwise dispose of or deal in
and with any of the shares of the capital stock, or any voting trust
certificates in respect of the shares of the capital stock, scrip, warrants,
rights, bonds, debentures, notes, trust receipts, and other securities,
obligations, choses in action and evidences of indebtedness or interest issued
or created by any corporations, joint stock companies, syndicates,
associations, firms, trusts or persons, public or private, or by the
government, or by any state, States of America or by any foreign government, or
by any state, territory, province, municipality or other political subdivision
or by any government agency, and as owner thereof to possess and exercise all
the rights, powers and privileges of ownership, including the right to execute
consents and vote thereon, and to do any and all acts and things necessary or
advisable for the preservation, protection, improvement and enhancement in
value thereof.
To enter into, make and perform contracts of every kind and
description with any person, firm, association, corporation, municipality,
county, state, body politic or government or colony or dependency thereof.
To purchase or otherwise acquire all or any part of the
business, good will, rights, property and assets, and to assume all or any part
of the liabilities of any corporation, association, partnership or individual
engaged in any business in which any corporation organized under ss.1701.01 et
seq. of the Revised Code of Ohio is entitled to engage.
To borrow money, and issue, sell, and pledge its note, bonds,
and other evidences of indebtedness, and secure any of its obligations by
mortgage, pledge, or deed of trust of all or any of its property and guarantee
or secure obligations of any person.
To purchase, hold, sell and transfer the shares of own
capital stock to the extent permitted by law, but no such purchase may be made
when there is reasonable ground for be-
2
lieving that the corporation is unable, or, by such purchase, be rendered
unable to satisfy its obligations and liabilities.
To conduct its business, and to have and maintain or more
offices, within and without the State of Ohio and in other states and
territories, in the District of Columbia, in all dependencies, colonies, or
possessions of the United States of America and in foreign countries; and to
purchase, or otherwise acquire, hold, own, equip, improve, manage, operate,
promote, finance, sell, convey, mortgage or otherwise dispose of real and
personal property in all such states and places, to the extent that the same
may be permissible under the laws thereof.
To carry on any other lawful business and to do any and every
thing necessary, suitable, convenient or proper for the accomplishment of any
of the purposes or the attainment of any one or all of the objects hereinbefore
enumerated or incidental to the powers herein named or for the enhancement of
the value of the properties of the corporation or which shall at any time
appear conducive thereto or expedient, either as holder of, or as interested
in, any property or otherwise, to have all the rights, powers, and privileges
now or hereafter conferred by the laws of the State of Ohio upon corporations
organized under ss.1701.01 et seq. of the Revised Code of Ohio or under any act
amendatory thereof, supplemental thereto or substituted therefor.
The objects and purposes specified in the foregoing clauses
shall, except where otherwise expressed, be in nowise limited or restricted by
reference to, or inferences from, the terms of any other clause in these
articles of incorporation, but the objects and purposes specified in each of
the foregoing clauses of this article shall be regarded as independent objects
and purposes.
FOURTH: The authorized number of shares of the corporation is
Seven Hundred Fifty (750) common shares, all of which shall be without par
value.
3
FIFTH: The amount of stated capital with which the
corporation will begin business is Five Hundred Dollars ($500.00).
SIXTH: The following provisions are hereby agreed to for the
purpose of defining, limiting and regulating the exercise of the authority of
the corporation, or of the directors, or of all of the shareholders:
The board of directors is expressly authorized to set apart
out of any of the funds of the corporation available for dividends a reserve or
reserves for any proper purpose or to abolish any such reserve in the manner in
which it was created, and to purchase on behalf of the corporation any shares
issued by it to the extent of the surplus of the aggregate of its assets over
the aggregate of its liabilities plus stated capital.
The corporation may in its regulations confer powers upon its
board of directors in addition to the powers and authorities conferred upon it
expressly by ss.1701.01 et seq. of the Revised Code of Ohio.
Any meeting of the shareholders or the board of directors may
be held at any place within or without the State of Ohio in the manner provided
for in the regulations of the corporation.
Any amendments to the articles of incorporation may be made
from time to time, and any proposal or propositions requiring the action of the
shareholders may be authorized from time to time by the affirmative vote of the
holders of shares entitling them to exercise a majority of the voting power of
the corporation.
SEVENTH: The corporation reserves the right to amend, alter,
change or repeal any provision contained in its articles of incorporation, in
the manner now or hereafter prescribed
4
by ss.1701.01 et seq. of the Revised Code of Ohio, and all rights conferred
upon shareholders herein are granted subject to this reservation.
IN WITNESS WHEREOF, we have hereunto subscribed our names
this 23th day of April, 1984.
/s/ R.G.N.
ROBERT G. KONSTAND
Incorporator
5
ORIGINAL APPOINTMENT OF AGENT
FOR
MAGIC PROMOTION, INC.
A CORPORATION OF THE STATE OF OHIO
The undersigned, being all of the incorporators of the above
named corporation hereby appoint LEE MARSHALL, who is a resident in the county
or, if a corporation, has a business address in the county in which this
corporation designating such Agent has its principal office, upon whom any
process, notice or demand required or permitted by statute to be served upon
this corporation may be served.
The full address of the Agent is 26949 Chagrin Boulevard,
Suite 203, Cleveland, Ohio 44122, Cuyahoga County, Ohio.
MAGIC PROMOTION, INC.
/s/ R.G.N.
ROBERT G. KONSTAND
Incorporator
Filed with Secretary of State ________, 1983
- -------------------------------------------------------------------------------
Akron, Ohio, April 23, 1984
The undersigned hereby accepts the foregoing appoint as Agent
of the corporation upon whom process, tax notices or demands may be served.
/s/ L.M.
LEE MARSHALL