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EXHIBIT 3.45
[SEAL]
ARTICLES OF INCORPORATION
OF
PK SERVICES CORP.
I
The name of this corporation is PK SERVICES CORP.
II
The purpose of this corporation is to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law of
California other than the banking business, the trust company business or the
practice of a profession permitted to be incorporated by the California
Corporations Code.
III
The name and address in the State of California of this corporation's
initial agent for service of process is:
Paul F. Kagan
26340 Carmel Rancho Blvd.
Carmel, California 93923
IV
This corporation is authorized to issue only one class of shares of stock;
and the total number of shares which this corporation is authorized to issue is
DATED: July 10, 1978
/s/ Paul F. Kagan
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Paul F. Kagan
I hereby declare that I am the person who executed the foregoing Articles
of Incorporation, which execution is my act and deed.
/s/ Paul F. Kagan
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Paul F. Kagan
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[SEAL]
CERTIFICATE OF AMENDMENT
of
ARTICLES OF INCORPORATION
PAUL F. KAGAN certifies that:
1. He is the sole incorporator of PK SERVICES CORP., a California
corporation.
2. He hereby adopts the following amendment of the articles of
incorporation of this corporation:
Article IV is amended to read as follows:
"This corporation is authorized to issue only one class of shares of
stock; and the total number of shares which this corporation is
authorized to issue is Ten Thousand (10,000). Upon amendment of this
Article IV, there is no effect on the number of outstanding shares of
stock."
3. No directors were named in the original articles of incorporation and
none have been elected.
4. No shares have been issued.
/s/ Paul F. Kagan
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Paul F. Kagan, Incorporator
The undersigned declares under penalty of perjury that the matters set
forth in the foregoing certificate are true of his own knowledge. Executed at
CARMEL, CA, on August 31, 1978.
/s/ Paul F. Kagan
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Paul F. Kagan
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[SEAL]
CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION
OF
PK SERVICES CORP.
The undersigned certify that:
1. They are the President and Secretary, respectively, of the following
named corporation:
PK Services Corp.
2. The following amendment to the corporation's Articles of Incorporation
has been approved by the Board of Directors of the corporation:
Article I of the Articles of Incorporation is amended to read in its
entirety as follows:
"The name of this corporation is Kagan Seminars, Inc."
3. The amendment was approved by the required vote of shareholders in
accordance with Section 902 of the California Corporations Code and the Articles
and Bylaws of the corporation. The total number of outstanding shares entitled
to vote with respect to the amendment, and the number of such shares voting in
favor of the amendment were as follows:
Outstanding voting shares: 100
Shares voting in favor of amendment: 100
The number of shares voting in favor of the amendment equaled or exceeded the
vote required.
4/18/88 /s/ Paul F. Kagan
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Date Paul F. Kagan, President
4/18/88 /s/ Florence Kagan
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Date Florence Kagan, Secretary
Each of the undersigned declares under penalty of perjury that the
statements contained in the foregoing certificate are true and correct of his
or her own knowledge, and that this
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declaration was executed in Carmel, California, on the dates set forth below.
4/18/88 /s/ Paul F. Kagan
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Date Paul F. Kagan, President
4/18/88 /s/ Florence Kagan
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Date Florence Kagan, Secretary
certart.pks(3b)
[SEAL]