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EXHIBIT 3.5.1
ARTICLES OF INCORPORATION
OF
CAP COMMUNICATIONS, INC.
The undersigned, acting as incorporator of CAP COMMUNICATIONS, INC.,
under the Florida Business Corporation Act, adopts the following Articles of
Incorporation.
ARTICLE I. NAME
The name of the corporation is:
CAP COMMUNICATIONS, INC.
ARTICLE II. ADDRESS
The mailing address of the corporation is:
400 North Ashley Drive, Suite 2300
Tampa, Florida 33602
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 12:01 A.M., the date
of filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the Corporation is authorized to have
outstanding at any time is 1,000 shares of class A common stock, with a par
value of $1.00 per share ("Class A Common"), 1,000 shares of class B common
stock, with a par value of $1.00 per share ("Class B Common"), and 1,000 shares
of class C common stock, with a par value of $1.00 per share. Except as
otherwise provided below in this Article IV or as otherwise required by
applicable law, all shares of Class A Common, Class B Common, and Class C Common
shall be identical in all respects and shall entitle the holder thereof to the
same preferences, limitations, and relative rights:
1. VOTING RIGHTS. Except as otherwise provided in this Article IV
or as otherwise required by applicable law, (a) holders of Class A Common shall
be entitled to one vote per share on all matters to be voted on by the
stockholders of
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the Corporation, and (b) holders of Class B Common and Class C Common shall have
no right to vote on any matter to be voted on by the stockholders of the
Corporation.
2. DIVIDENDS. As and when dividends are declared or paid thereon,
whether in cash, property or securities of the Corporation, the holders of Class
A Common, the holders of Class B Common, and the holders of Class C Common shall
be entitled to participate in such dividends ratably on a per share basis;
provided, that (i) if dividends are declared which are payable in shares of
Class A Common, Class B Common, or Class C Common then dividends shall be
declared which are payable at the same rate on each such class of common stock
and the dividends payable in shares of Class A Common shall be payable to
holders of Class A Common, dividends payable in shares of Class B Common shall
be payable to holders of Class B Common, and dividends payable in shares of
Class C Common shall be payable to holders of Class C Common (ii) if the
dividends consist of other voting securities of the Corporation, then the
Corporation shall make available to each holder of Class B Common or Class C
Common, at such holder's request, dividends consisting of non-voting securities
of the Corporation which are otherwise identical to such other voting securities
and which are convertible into or exchangeable for such voting securities on the
same terms as Class B Common or Class C Common are convertible into Class A
Common.
3. LIQUIDATION. The holders of Class A Common, Class B Common,
and Class C Common shall be entitled to participate ratably on a per share basis
in all distributions to the holders of Common Stock in any liquidation,
dissolution or winding up of the Corporation.
4. CONVERSION OF CLASS B COMMON. At any time, each holder of
Class B Common shall be entitled to convert, into the same number of shares of
Class A Common, any or all shares of Class B Common then held by such holder.
Each conversion of shares of Class B Common into shares of the Class A Common
shall be effected by the surrender of the certificate or certificates
representing the shares to be converted at the principal office of the
Corporation at any time during normal business hours, together with a written
notice by the holder of such Class B Common stating that such holder desires to
convert the shares, or a stated number of the shares, of such Class B Common
represented by such certificate or certificates into shares of Class A Common.
Each conversion shall be deemed to have been effected as of the close of
business on the date on which such certificate or certificates have been
surrendered and such notice has been received, and at such time the rights of
the holder of the converted Class B Common shall cease and the person or persons
in whose name or names the certificate or certificates for shares of Class A
Common are to be issued upon such conversion shall be deemed to have become the
holder or holders of record of the shares of Class A Common represented thereby.
Promptly after the surrender of certificates and the receipt of written notice,
the Corporation shall issue and deliver in accordance with the surrendering
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holder's instructions (a) the certificate or certificates for the Class A Common
issuable upon such conversion and (b) a certificate representing any Class B
Common which was represented by the certificate or certificates delivered to the
Corporation in connection with such conversion but which was not converted. All
shares of Class A Common which are issuable upon the conversion of the Class B
Common shall, when issued, be duly and validly issued, fully paid and
nonassessable and free from all taxes, liens (other than any lien which existed
in respect of the shares which were converted, immediately prior to such
conversion) and charges.
5. STOCK SPLITS. If the Corporation in any manner subdivides or
combines the outstanding shares of one class of common stock, the outstanding
shares of the other class of common stock shall be proportionately subdivided or
combined in a similar manner.
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the current registered office of the corporation
is 701 Brickell Avenue, Suite 3000, Miami, Florida 33131-3209, and the name of
the corporation's current registered agent at that address is Intrastate
Registered Agent Corporation.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have two directors initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The names and street addresses
of the initial directors are:
Name Address
---- -------
Devon Paxson 231 Bradley Place, Suite 204
Palm Beach, Florida 33480
Roslyck Paxson 231 Bradley Place, Suite 204
Palm Beach, Florida 33480
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
Name Address
---- -------
Bernard A. Barton, Jr. 400 North Ashley Drive
Suite 2300
Tampa, Florida 33602
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The incorporator of the corporation assigns to this corporation his
rights under Section 607.0201, Florida Statutes, to constitute a corporation,
and he assigns to those persons designated by the board of directors any rights
he may have as incorporator to acquire any of the capital stock of this
corporation, this assignment becoming effective on the date corporate existence
begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in
the board of directors and the shareholders, except that the board of directors
may not amend or repeal any bylaw adopted by the shareholders if the
shareholders specifically provide that the bylaw is not subject to amendment or
repeal by the directors.
ARTICLE X. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal
any provision in these Articles of Incorporation in the manner prescribed by
law, and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these Articles
of Incorporation this 1st day of December, 1998.
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Bernard A. Barton, Jr., Incorporator
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CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF PROCESS
WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is
submitted:
That CAP COMMUNICATIONS, INC., INC., desiring to organize under the
laws of the State of Florida with its initial registered office, as indicated in
the Articles of Incorporation, at 701 Brickell Avenue, Suite 3000, Miami,
Florida 33131-3209 has named Intrastate Registered Agent Corporation as its
agent to accept service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation
named above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation Act,
and am familiar with, and accept, the obligations of that position.
Dated this 1st day of December, 1998.
INTRASTATE REGISTERED AGENT
CORPORATION
By:
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Robert J. Grammig, Vice President
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