Exhibit 3.1(s)
(STAMP)
ARTICLES OF INCORPORATION
OF
BLACK AMBER FLORIDA, INC.
The undersigned subscriber to these Articles of Incorporation, a natural
person competent to contract, hereby forms a corporation under the laws of the
State of Florida.
ARTICLE I. NAME
The name of the corporation shall be Black Amber Florida, Inc.
ARTICLE II. NATURE OF BUSINESS
This corporation may engage or transact in any or all lawful activities or
business permitted under the laws of the United States, the State of Florida or
any other state, country, territory or nation.
ARTICLE III. CAPITAL STOCK
The total number of shares of all classes which the corporation shall be
authorized to issue is Ten Thousand (10,000) shares of common stock, $.01 par
value per share.
ARTICLE IV. ADDRESS
The principal address of the corporation is c/o Edwards & Angell, LLP, 250
Royal Palm Way, Suite 300, Palm Beach, Florida 33480 and the mailing address is
the same.
The street address of the initial registered office of the corporation is
250 Royal Palm Way, Suite 300, Palm Beach, Florida 33480 and the name of the
initial registered agent of the corporation at that address is Angell Corporate
Services, Inc.
ARTICLE V. TERM OF EXISTENCE
This corporation is to exist perpetually.
ARTICLE VI. DIRECTORS
This corporation shall have one (1) director initially. The name and street
address of the initial member of the Board of Directors are:
Russell Allan
c/o Edwards & Angell, LLP
250 Royal Palm Way, Suite 300
Palm Beach, FL 33480
ARTICLE VII. INDEMNIFICATION
A. The Corporation shall to the fullest extent permitted by law indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, "whether civil,
criminal, administrative or investigative, by reason of the fact that he or she
is or was a director, officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise.
B. The Corporation may pay in advance any expenses (including attorneys'
fees) that may become subject to indemnification under paragraph A above if the
person receiving the advance payment of expenses undertakes in writing to repay
such payment if it is ultimately determined that such person is not entitled to
Indemnification by the Corporation under paragraph A above.
C. The indemnification provided by paragraph A above shall not be exclusive
of any other rights to which a person may be entitled by Law, bylaw, agreement,
vote or consent of stockholders or directors, or otherwise.
D. The indemnification and advance payment provided by paragraphs A and B
above shall continue as to a person who has ceased to hold a position named in
paragraph A above and shall inure to such person's heirs, executors, and
administrators.
E. The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation,
or who serves or served at the Corporation's request as a director, officer,
employee, agent, partner, or trustee of another corporation or of a partnership,
joint venture, trust, or other enterprise, against any liability asserted
against such person and incurred by such person in any such capacity, or arising
out of such person's status as such, whether or not the Corporation would have
power to indemnify such person against such liability under paragraph A above.
F. If any provision in this Article shall be invalid, illegal, or
unenforceable, the validity, legality, and unenforceability of the remaining
provisions shall not in any way be affected or impaired thereby, and, to the
extent possible, effect shall be given to the intent manifested by the provision
held invalid, illegal, or unenforceable.
ARTICLE VIII. CERTAIN LIMITATIONS ON LIABILITY OF DIRECTORS
Except to the extent that the Business Corporation Act of the State of
Florida prohibits the elimination or limitation of liability of directors for
breach of the duties of a director, no director of the Corporation shall have
any personal liability for monetary damages for any statement, vote, decision,
or failure to act, regarding corporate management or policy. No amendment to or
repeal of this provision shall apply to or have any effect on the liability or
alleged liability of any director of the Corporation for or with respect to any
acts or omissions of such director occurring prior to such amendment.
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ARTICLE IX. INCORPORATOR
The name and address of the incorporator to these Articles of Incorporation
is:
Michael E. Botos, Esquire
c/o Edwards & Angell, LLP
250 Royal Palm Way, Suite. 300
Palm Beach, Florida 33480
ARTICLE X. SHAREHOLDER QUORUM AND VOTING
The shareholders may adapt or amend a bylaw that fixes a greater quorum or
voting requirement for shareholders than is required by the Florida Business
Corporation Act, provided, however, that the adoption or amendment of a bylaw
that adds, changes, or deletes a greater quorum or voting requirement for
shareholders must meet the same quorum requirement and be adopted by the same
vote and voting groups required to take action under the quorum and voting
requirement then in effect or proposed to be adopted, whichever is greater.
ARTICLE XI. EFFECTIVE DATE
The Effective Date of these Articles of Incorporation shall be August 17,
2000.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand and seal on
this 16th day of August, 2000.
/s/ Michael E. Botos
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Michael E. Botos, Incorporator
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