772242
OFFICE OF RECORDER OF DEEDS
Corporation Division
Sixth and D Streets, N. W.
Washington, D. C. 20001
CERTIFICATE
THIS IS TO CERTIFY that all applicable provisions of the District of Columbia
Business Corporation Act have been complied with and ACCORDINGLY this
Certificate of Incorporation is hereby issued to MICHAEL A. ROSENBERG &
ASSOCIATES, INC.
as of July 22, 1977.
PETER S. RIDLEY,
Recorder of Deeds, D.C.
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By:/s/ Margurite C. Stokes
Margurite C. Stokes
Assistant Superintendent of Corporations
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FILING FEE...........$28.00
INDEXING FEE...........2.00
INT. LIC. FEE....... 20.00
$42.00
FILED JUL 22 1977
ARTICLES OF INCORPORATION
OF
MICHAEL A. ROSENBERG & ASSOCIATES, INC.
The undersigned natural persons of the age of twenty one
years or more, acting as incorporators of a corporation under the District of
Columbia Business Corporation Act of 1954, as amended, adopt the following
Articles of Incorporation for such corporation:
FIRST: The name of the corporation is
MICHAEL A. ROSENBERG & ASSOCIATES, INC.
SECOND: The period of its duration is perpetual.
THIRD: The business, objects and purposes for which the corporation is
organized are:
Primarily, to provide personal services for the promotion of
and arrangement for various types of public entertainment programs and shows.
The corporation shall have the power to do any and all acts
and things necessary or useful to its business and purposes, and shall have the
general, specific and incidental powers and privileges granted to it by
statute, including:
To enter into and perform contracts; to acquire and exploit
patents, trade marks, trade names, rights of all kinds and related and other
interests; to acquire, use, deal in and with, encumber and dispose of real and
personal property without limitation including obligations
and/or securities; to borrow and lend money and to guarantee the obligations of
others for its corporate purposes; to invest and reinvest its funds, and take
hold and deal with real and personal property as security for the payment of
funds loaned or invested, or otherwise; to vary any investment or employment of
capital of the corporation from time to time; and to create and/or participate
with other corporations and entities for the performance of all undertakings,
as partner, joint venturer, or otherwise, and to share or delegate control
therewith or thereto.
To pay pensions and establish and carry out, pension, profit
sharing, stock option, stock purchase, stock\ bonus, retirement, benefit,
incentive or commission plans, and/or other provisions for any or all of its
directors, officers and employees, and for any or all of the directors,
officers and employees of its subsidiaries; and to purchase insurance for its
benefit on the life of any of its directors, officers or employees, or on the
life of any shareholder for the purpose of acquiring at his death shares of its
stock owned by such shareholder.
To invest in and merge or consolidate with any corporation in
such manner as may be permitted by law to aid in any manner any corporation
whose stocks, bonds or other obligations are held or in any manner guaranteed
by this corporation, or in which this corporation is in any way interested; and
to do any other acts or things for the preservation, protection, improvement or
enhancement of the value of any such stock, bonds or other securities; and
while owner of any such stock, bonds or other securities to exercise all the
rights, powers and privileges of ownership thereof, and to exercise any and all
voting powers thereon; and to guarantee the payment of dividends upon any
stock, the principal or interest or both, of any bonds or other securities, and
the performance of any contracts.
To do all and everything necessary, suitable and proper for
the accomplishment of any of the purposes or the attainment of any of the
objects or the furtherance of any of the powers hereinbefore set forth, either
alone or in association with other corporations, firms or individuals, and to
do every other act or acts, thing or things incidental or appurtenant to or
growing out of or connected with the aforesaid business or powers or any part
or parts thereof, provided the same be not inconsistent with the District of
Columbia Business Corporation Act, and to do all such acts and things and
conduct business and have one or more offices and exercise its corporate powers
in any and all places, without limitation.
FOURTH: The aggregate number of shares which the corporation
is authorized to issue is Fifty Thousand (50,000).
All of such shares are Common shares, and the par value of
each of such shares is One Dollar ($1.00).
FIFTH: (1) The corporation is hereby empowered to issue from
time to time its authorized shares, and securities, options, warrants and/or
other rights convertible thereinto, for such lawful consideration, whether
money or otherwise, as the Board of Directors shall determine, and any shares
issued for which the consideration so fixed has been paid or delivered shall be
fully paid stock and the holder of such shares shall not be liable for any
further call or assessments or any other payment thereon, provided that the
actual value of such consideration is not less than the par value of the shares
so issued.
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(2) The shareholders of the corporation do not have any
preemptive or preferential right to subscribe to or purchase unissued shares of
any class of stock of the corporation whether such shares are now or hereafter
authorized, or any Treasury shares to be sold by the corporation.
SIXTH: The minimum amount of capital with which the
corporation shall commence business shall be not less than $1,000, which may be
paid in money or other lawful consideration.
SEVENTH: Provisions for the regulation of the internal
affairs of the corporation are:
(1) The corporation shall indemnify any and all of its
directors or officers or former directors or officers, or any persons who may
have served at its request as a director or officer of another corporation in
which it owns shares of capital stock or of which it is a creditor, against
expenses actually and necessarily incurred by them in connection with the
defense of any action, suit or proceeding in which they, or any of them, are
made parties, or a party, by reason of being or having been directors or
officers or a director or officer of this corporation or of such other
corporation, except in relation to matters as to which any such director or
officer or former director or officer or persons shall be adjudged in such
action, suit or proceeding to be liable for negligence or misconduct in the
performance of duty. Such indemnification shall not be deemed exclusive of any
other rights to which those indemnified may be entitled under any by-law,
agreement, vote of shareholders, or otherwise.
(2) The power to make, alter, amend and repeal bylaws is
vested in the directors, but the directors may by resolution from time to time
grant any or all of said power to the shareholders to such extent as said
resolution shall provide.
(3) The private property of the incorporators, shareholders,
directors and officers shall not be subject to the payment of corporate debts.
(4) No director shall be disqualified from voting or acting
on behalf of the corporation in contracting with any other corporation in which
he or she may be a director, officer or a shareholder, nor shall any director
of the corporation be disqualified from voting or acting in its behalf by
reason of any personal interest.
Further provisions for the regulation of the internal affairs
of the corporation are as provided in the by-laws.
EIGHTH: The name of the initial registered agent of the
corporation in the District of Columbia at its initial registered offices and
the address thereof, are United States Corporation Company, National Press
Buildings 529 - 14th Street, N.W., Washington, D.C.
20045.
NINTH: The number of directors constituting the full initial
board of directors of the corporation is three (3) and the names and addresses,
including street and number, of the
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persons who are to serve as directors until
the first annual meeting of shareholders or until their successors are elected
and shall qualify are:
NAME ADDRESS
Michael A. Rosenberg 3512 Cameron Mills Road
Alexandria, Virginia 22035
Pamela J. Rosenberg 3512 Cameron Mills Road
Alexandria, Virginia 22035
Andrew F. Oehmann, Jr. 1054 31st Street, N.W.
Washington, D.C. 20007
TENTH: The name and address including street and number of
each incorporator is:
NAME ADDRESS
Katherine Dunoisin 895 National Press Bldg.
Washington, D.C. 20045
Leif Tonnessen 895 National Press Bldg.
Washington, D.C. 20045
Sharon M. Andrews 895 National Press Bldg.
Washington, D.C. 20045
ELEVENTH: The corporation reserves the right to amend, alter,
change or repeal any provisions contained in the foregoing articles of
incorporation in the manner now or hereafter prescribed by law, and all rights
and powers conferred herein on shareholders, directors and officers are subject
to this reserved power.
Dated: July 15, 1977 INCORPORATORS
/s/ Katherine Dunoisin
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/s/ Leif Tonnessen
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/s/ Sharon M. Andrews
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