EXHIBIT 3.6
ARTICLES OF INCORPORATION
OF
CORPORATE MAGIC, INC.
I, the undersigned natural person of the age of twenty-one (21) years or
more, a citizen of the State of Texas, acting as incorporator of a corporation
under the Texas Business Corporation Act, do hereby adopt the following Articles
of Incorporation for such corporation:
Article I
Name
The name of the corporation is Corporate Magic, Inc.
Article II
Duration
The period of the duration of the Corporation shall not be limited, but
such Corporation shall be a perpetual Corporation as provided by Subdivision 2,
Article 3.02 of the Texas Business Corporation Act.
Article III
Purposes
The purpose or purposes for which the corporation is organized is the
transaction of any and all lawful business for which corporations may be
organized under the Texas Business Corporation Act.
Article IV
Capitalization
The aggregate number of shares which the corporation shall have authority
to issue is 1,000,000 shares of common stock of One Cent ($0.01) par value each.
The Corporation is authorized to issue only one class of shares of stock,
and no distinction shall exist between the shares of the Corporation or between
the holders thereof.
Article V
Cumulative Voting
Cumulative voting by the shareholders of the Corporation at any election
of directors, or any other subject or proposition that may be submitted to the
shareholders for a vote thereon, is expressly prohibited.
Article VI
Preemptive Rights
No shareholder or other person shall have an preemptive right whatsoever.
Article VII
Issuance of Stock
The Corporation will not commence business until it has received for the
issuance of its shares consideration of the value of One Thousand Dollars
($1,000.00) consisting of money paid, labor done or property actually received.
Article VIII
Registered Office
The address of the Corporation's initial registered office is 6221 N.
O'Connor Road, Suite 106, Irving, TN 75039, and the name of its initial
registered agent at such address is Roy Bridgewater.
Article IX
Directors
The number of directors shall be that number, never less than one (1), as
from time to time shall be fixed by the Bylaws of the Corporation. The number of
directors constituting the initial Board of Directors is two (2) and the names
and addresses of the persons who are to serve as directors until the first
annual meeting of shareholders, or until their successors are elected and
qualified, are:
Name Address
---- -------
James R. Kirk 9444 Sherwood Glen
Dallas, Texas 75228
Michael A. Bothel 100 West 1st Street
Flandreau, South Dakota 57028
Article X
Interested Directors
No contract or other transaction between the Corporation and any other
corporation, and no other act of the Corporation, shall, in the absence of
fraud, be invalidated or in any way affected by the fact that any of the
directors of the Corporation was pecuniarily or otherwise interested in such
contract, transaction or other act, or was a director or an officer of such
other corporation. Any director of the Corporation, individually, or any firm or
association of which any such director may be a member, may be a party to, or
may be pecuniarily or otherwise interested in, any contract or
transaction of the Corporation, provided that the fact that he,
individually, or such firm or association is so interested shall be
disclosed or shall have been known to the Board of Directors or a majority
of such members thereof as shall be present at any meeting of the Board of
Directors at which action upon any such contract or transaction shall be
taken; and any director of the Corporation who is a director of such other
corporation, or who is so interested, may be counted in determining the
existence of a quorum at any meeting of the Board of Directors which shall
authorize any such contract or transaction, and may vote thereat to
authorize any such contract or transaction with like force and effect as
if he were not such director or officer of such other corporation or not
so interested. Every director of the Corporation is hereby relieved from
any disability which might otherwise prevent him from carrying out
transactions with or contracting with the Corporation for the benefit of
himself or any firm, corporation, association, trust or organization in
which or with which he may be in anywise interested or connected.
Article XI
Indemnification
The Corporation shall have the power to indemnify directors, officers,
employees and agents of the Corporation, and to purchase and maintain liability
insurance for those persons as and to the extent permitted by the Texas Business
Corporation Act, as amended.
Article XII
Incorporator
The name and address of the incorporator is James M. Wingate, 800 East
Campbell Road, Suite 199, Richardson, Texas 75081.
Article XIII
Terminology
All terms and words used in these Articles of Incorporation, regardless of
the number and gender in which they are used, shall be deemed and construed to
include any other number, singular or plural, and any other gender, masculine,
feminine or neuter, as the context or sense of these Articles of Incorporation
or any section, paragraph or clause herein may require, as if such word had been
fully and properly written in the appropriate number and gender.
IN WITNESS WHEREOF, I have hereto set my hand on this the third day of
November, 1995.
/s/ James M. Wingate
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James M. Wingate, Incorporator
THE STATE OF TEXAS )
)
COUNTY OF DALLAS )
I, the undersigned authority, do hereby certify that on this 3rd day of
November, 1995, personally appeared James M. Wingate, who, being by me first
duly sworn, declared to me that he is the person who signed the foregoing
instrument as incorporator and that the statements therein contained are true.
/s/ Pat Sherman
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NOTARY PUBLIC, STATE OF TEXAS