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EXHIBIT 3.42
CORPORATE RECORDS
OF
LIBERTY PRODUCTIONS, INC.
*****
INCORPORATED UNDER THE LAWS
OF THE
COMMONWEALTH OF PENNSYLVANIA
*****
LAW OFFICES
OF
SHAFFER, CALKINS & BALABAN
223 North Front Street
P. O. Box 1188
Harrisburg, PA 17108
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Filed this day of
, 19
Commonwealth of Pennsylvania
COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
CORPORATION BUREAU
Secretary of the Commonwealth
Articles of
Incorporation _____________
Domestic Business Corporation
In compliance with the requirements of section 204 of the Business
Corporation Law, act of May 5, 1933 (P.L. 364) (15 P.S. Section 1204) the
undersigned, desiring to be incorporated as a business corporation, hereby
certifies (certify) that:
1. The name of the corporation is: Liberty Productions, Inc.
2. The location and post office address of the initial registered office
of the corporation in the Commonwealth is: 2224 Paxton Street, P. O. Box 4097,
Harrisburg, Pennsylvania 17111.
3. The corporation is incorporated under the Business Corporation Law of
the Commonwealth of Pennsylvania for the following purpose or purposes: To
engage in any and all lawful business for which corporations may be incorporated
under the Pennsylvania Business Corporation Law.
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4. The term for which the corporation is to exist is: Perpetual.
5. The aggregate number of shares which the corporation shall have
authority to issue is: 250 Shares of Authorized Stock at $10.00 Par Value Each.
6. The name(s) and post office address(es) of each incorporator(s) and
the number and class of shares subscribed by such incorporator(s) is (are):
NAME ADDRESS NUMBER AND CLASS OF SHARES
Robert D. Lilley, 2224 Paxton St., P.O.Box 4234, 25 Shares
Harrisburg, PA 17111
IN TESTIMONY WHEREOF, the incorporator(s) has (have) signed and sealed
these Articles of Incorporation this 29th day of August, 1978.
/s/ Robert D. Lilley (SEAL)
----------------------
Robert D. Lilley
---------------------(SEAL)
---------------------(SEAL)
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BY-LAWS
ARTICLE I - OFFICES
1. The registered office of the corporation shall be at 2224 Paxton
Street, P. O. Box 4097, Harrisburg, Pennsylvania, 17111.
2. The corporation may also have offices at such other places as the
Board of Directors may from time to time appoint or the business of the
corporation may require.
ARTICLE II - SEAL
1. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the words "Corporate Seal,
Pennsylvania".
ARTICLE III - SHAREHOLDERS' MEETING
1. Meetings of the shareholders shall be held at the registered office of
the corporation or at such other place or places, either within or without the
Commonwealth of Pennsylvania, as may from time to time be selected.
2. The annual meeting of the shareholders, shall be held on the first of
September in each year if not a legal holiday, and if a legal holiday, then on
the next secular day following at 10:00 o'clock A.M., when they shall elect a
Board of Directors, and transact such other business as may properly be brought
before the meeting. If the annual meeting
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shall not be called and held during any calendar year, any shareholder may call
such meeting at any time thereafter.
3. The presence, in person or by proxy, of shareholders entitled to cast
at least a majority of the votes which all shareholders are entitled to cast on
the particular matter shall constitute a quorum for the purpose of considering
such matter, and, unless otherwise provided by statute the acts, at a duly
organized meeting, of the shareholders present, in person or by proxy, entitled
to cast at least a majority of the votes which all shareholders present are
entitled to cast shall be the acts of the shareholders. The shareholders present
at a duly organized meeting can continue to do business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum. Adjournment or adjournments of any annual or special meeting may be
taken, but any meeting at which directors are to be elected shall be adjourned
only from day to day, or for such longer periods not exceeding fifteen days
each, as may be directed by shareholders who are present in person or by proxy
and who are entitled to cast at least a majority of the votes which all such
shareholders would be entitled to cast at an election of directors until such
directors have been elected. If a meeting cannot be organized because a quorum
has not attended, those present may, except as otherwise provided by statute,
adjourn the meeting to such time and place as they may determine, but in the
case of any meeting called for the election of directors,
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those who attend the second of such adjourned meetings, although less than a
quorum, shall nevertheless constitute a quorum for the purpose of electing
directors.
4. Every shareholder entitled to vote at a meeting of shareholders, or to
express consent or dissent to corporate action in writing without a meeting, may
authorize another person or persons to act for him by proxy. Every proxy shall
be executed in writing by the shareholders, or by his duly authorized attorney
in fact, and filed with the Secretary of the corporation. A proxy, unless
coupled with an interest, shall be revocable at will, notwithstanding any other
agreement or any provision in the proxy to the contrary, but the revocation of a
proxy shall not be effective until notice thereof has been given to the
Secretary of the corporation. No unrevoked proxy shall be valid after eleven
months from the date of its execution, unless a longer time is expressly
provided therein, but in no event shall a proxy, unless coupled with an
interest, be voted on after three years from the date of its execution. A proxy
shall not be revoked by the death or incapacity of the maker unless before the
vote is counted or the authority is exercised, written notice of such death or
incapacity is given to the Secretary of the corporation. A shareholder shall not
sell his vote or execute a proxy to any person for any sum of money or anything
of value. A proxy coupled with an interest shall include an unrevoked proxy in
favor of a creditor of a shareholder and
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such proxy shall be valid so long as the debt owed by him to the creditor
remains unpaid. Elections for directors need not be by ballot, except upon
demand made by a shareholder at the election and before the voting begins.
Except as otherwise provided in the Articles, in each election of directors
cumulative voting shall be allowed. No share shall be voted at any meeting upon
which any installment is due and unpaid.
5. Written notice of the annual meeting shall be given to each
shareholder entitled to vote thereat, at least days prior to the meeting.
6. In advance of any meeting of shareholders, the Board of Directors may
appoint judges of election, who need not be shareholders, to act at such meeting
or any adjournment thereof. If judges of election be not so appointed, the
chairman of any such meeting may, and on the request of any shareholder or his
proxy shall, make such appointment at the meeting. The number of judges shall be
one or three. If appointed at a meeting on the request of one or more
shareholders or proxies, the majority of shares present and entitled to vote
shall determine whether one or three judges are to be appointed. On request of
the chairman of the meeting, or of any shareholder or his proxy, the judges
shall make a report in writing of any challenge or question or matter determined
by them, and execute a certificate of any fact found by them. No person who is a
candidate for office shall act as a judge.
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7. Special meetings of the shareholders may be called at any time by the
President, or the Board of Directors, or shareholders entitled to cast at least
one-fifth of the votes which all shareholders are entitled to cast at the
particular meeting. At any time, upon written request of any person or persons
who have duly called a special meeting, it shall be the duty of the Secretary to
fix the date of the meeting, to be held not more than sixty days after the
receipt of the request, and to give due notice thereof. If the Secretary shall
neglect or refuse to fix the date of the meeting and give notice thereof, the
person or persons calling the meeting may do so.
8. Business transacted at all special meetings shall be confined to the
objects stated in the call and matters germane thereto, unless all shareholders
entitled to vote are present and consent.
9. Written notice of a special meeting of shareholders stating the time
and place and object thereof, shall be given to each shareholder entitled to
vote thereat at least days before such meeting, unless a greater period of
notice is required by statute in a particular case.
10. The officer or agent having charge of the transfer books shall make at
least five days before each meeting of shareholders, a complete list of the
shareholders entitled to vote at the meeting, arranged in alphabetical order,
with the address of and the number of shares held by each, which list
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shall be subject to inspection by any shareholder at any time during usual
business hours. Such list shall also be produced and kept open at the time and
place of the meeting, and shall be subject to the inspection of any shareholder
during the whole time of the meeting. The original share ledger or transfer
book, or a duplicate thereof kept in this Commonwealth, shall be prima facie
evidence as to who are the shareholders entitled to examine such list or share
ledger or transfer book, or to vote in person or by proxy, at any meeting of
shareholders.
ARTICLE IV - DIRECTORS
1. The business of this corporation shall be managed by its Board of
Directors, two in number. The directors need not be residents of this
Commonwealth or shareholders in the corporation. They shall be elected by the
shareholders at the annual meeting of shareholders of the corporation, and each
director shall be elected for the term of one year, and until his successor
shall be elected and shall qualify. Whenever all the shares of the corporation
are owned beneficially and of record by either one or two shareholders, the
number of directors may be less than three but not less than the number of
shareholders. Whenever there are three or more shareholders, there must be at
least three directors.
2. In addition to the powers and authorities by these By-Laws expressly
conferred upon them, the Board may exercise all
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such powers of the corporation and do all such lawful acts and things as are not
by statute or by the Articles or by these By-Laws directed or required to be
exercised or done by the shareholders.
3. The meetings of the Board of Directors may be held at such place
within this Commonwealth, or elsewhere, as a majority of the directors may from
time to time appoint, or as may be designated in the notice calling the meeting.
4. Each newly elected Board may meet at such place and time as shall be
fixed by the shareholders at the meeting at which such directors are elected and
no notice shall be necessary to the newly elected directors in order legally to
constitute the meeting, or they may meet at such place and time as may be fixed
by the consent in writing of all the directors.
5. Regular meetings of the Board shall be held without notice at the
registered office of the corporation, or at such other time and place as shall
be determined by the Board.
6. Special meetings of the Board may be called by the President on five
days' notice to each director, either personally or by mail or by telegram;
special meetings shall be called by the President or Secretary in like manner
and on like notice on the written request of a majority of the directors in
office.
7. A majority of the directors in office shall be necessary to constitute
a quorum for the transaction of business, and
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the acts of a majority of the directors present at a meeting at which a quorum
is present shall be the acts of the Board of Directors. Any action which may be
taken at a meeting of the directors may be taken without a meeting if a consent
or consents in writing, setting forth the action so taken, shall be signed by
all of the directors and shall be filed with the Secretary of the corporation.
8. Directors as such, shall not receive any stated salary for their
services, but by resolution of the Board, a fixed sum and expenses of
attendance, if any, may be allowed for attendance at each regular or special
meeting of the Board PROVIDED, that nothing herein contained shall be construed
to preclude any director from serving the corporation in any other capacity and
receiving compensation therefor.
ARTICLE V - OFFICERS
1. The executive officers of the corporation shall be chosen by the
directors and shall be a President, Secretary and Treasurer. The Board of
Directors may also choose a Vice President and such other officers and agents as
it shall deem necessary, who shall hold their offices for such terms and shall
have such authority and shall perform such duties as from time to time shall be
prescribed by the Board. Any number of offices may be held by the same person.
It shall not be necessary for the officers to be directors.
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2. The salaries of all officers and agents of the corporation shall be
fixed by the Board of Directors.
3. The officers of the corporation shall hold office for one year and
until their successors are chosen and have qualified. Any officer or agent
elected or appointed by the Board may be removed by the Board of Directors
whenever in its judgment the best interests of the corporation will be served
thereby.
4. The President shall be the chief executive officer of the corporation;
he shall preside at all meetings of the shareholders and directors; he shall
have general and active management of the business of the corporation, shall see
that all orders and resolutions of the Board are carried into effect, subject,
however, to the right of the directors to delegate any specific powers, except
such as may be by statute exclusively conferred on the President, to any other
officer or officers of the corporation. He shall execute bonds, mortgages and
other contracts requiring a seal, under the seal of the corporation. He shall be
EX-OFFICIO a member of all committees, and shall have the general powers and
duties of supervision and management usually vested in the office of the
President of a corporation.
5. The Secretary shall attend all sessions of the Board and all meetings
of the shareholders and act as clerk thereof, and record all the votes of the
corporation and the minutes of all its transactions in a book to be kept for
that purpose; and shall perform like duties for all committees of the Board of
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Directors when required. He shall give, or cause to be given, notice of all
meetings of the shareholders and of the Board of Directors, and shall perform
such other duties as may be prescribed by the Board of Directors or President,
and under whose supervision he shall be. He shall keep in safe custody the
corporate seal of the corporation, and when authorized by the Board, affix the
same to any instrument requiring it.
6. The Treasurer shall have custody of the corporate funds and securities
and shall keep full and accurate accounts of receipts and disbursements in books
belonging to the corporation, and shall keep the moneys of the corporation in a
separate account to the credit of the corporation. He shall disburse the funds
of the corporation as may be ordered by the Board, taking proper vouchers for
such disbursements, and shall render to the President and directors, at the
regular meetings of the Board, or whenever they may require it, an account of
all his transactions as Treasurer and of the financial condition of the
corporation.
ARTICLE VI - VACANCIES
1. If the office of any officer or agent, one or more, becomes vacant for
any reason, the Board of Directors may choose a successor or successors, who
shall hold office for the unexpired term in respect of which such vacancy
occurred.
2. Vacancies in the Board of Directors, including vacancies resulting
from an increase in the number of directors,
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shall be filled by a majority of the remaining members of the Board though less
than a quorum, and each person so elected shall be a director until his
successor is elected by the shareholders, who may make such election at the next
annual meeting of the shareholders or at any special meeting duly called for
that purpose and held prior thereto.
ARTICLE VII - CORPORATE RECORDS
1. There shall be kept at the registered office or principal place of
business of the corporation an original or duplicate record of the proceedings
of the shareholders and of the directors, and the original or a copy of its
By-Laws, including all amendments or alterations thereto to date, certified by
the Secretary of the corporation. An original or duplicate share register shall
also be kept at the registered office or principal place of business or at the
office of a transfer agent or registrar, giving the names of the shareholders,
their respective addresses and the number and classes of shares held by each.
2. Every shareholder shall, upon written demand under oath stating the
purpose thereof, have a right to examine, in person or by agent or attorney,
during the usual hours for business for any proper purpose, the share register,
books or records of account, and records of the proceedings of the shareholders
and directors, and make copies or extracts therefrom. A proper purpose shall
mean a purpose reasonably related to such person's
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interest as a shareholder. In every instance where an attorney or other agent
shall be the person who seeks the right to inspection, the demand under oath
shall be accompanied by a power of attorney or such other writing which
authorizes the attorney or other agent to so act on behalf of the shareholder.
The demand under oath shall be directed to the corporation at its registered
office in this Commonwealth or at its principal place of business.
ARTICLE VIII - SHARE CERTIFICATES, DIVIDENDS, ETC.
1. The share certificates of the corporation shall be numbered and
registered in the share ledger and transfer books of the corporation as they are
issued. They shall bear the corporate seal and shall be signed by the
2. Transfer of shares shall be made on the books of the corporation upon
surrender of the certificates therefor, endorsed by the person named in the
certificate or by attorney, lawfully constituted in writing. No transfer shall
be made which is inconsistent with law.
3. The Board of Directors may fix a time, not more than fifty days, prior
to the date of any meeting of shareholders, or the date fixed for the payment of
any dividend or distribution, or the date for the allotment of rights, or the
date when any change or conversion or exchange of shares will be made or
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go into effect, as a record date for the determination of the shareholders
entitled to notice of, or to vote at, any such meeting, or entitled to receive
payment of any such dividend or distribution, or to receive any such allotment
of rights, or to exercise the rights in respect to any such change, conversion,
or exchange of shares. In such case, only such shareholders as shall be
shareholders of record on the date so fixed shall be entitled to notice of, or
to vote at, such meeting or to receive payment of such dividend, or to receive
such allotment of rights, or to exercise such rights, as the case may be,
notwithstanding any transfer of any shares on the books of the corporation after
any record date fixed as aforesaid. The Board of Directors may close the books
of the corporation against transfers of shares during the whole or any part of
such period, and in such case, written or printed notice thereof shall be mailed
at least ten days before the closing thereof to each shareholder of record at
the address appearing on the records of the corporation or supplied by him to
the corporation for the purpose of notice. While the stock transfer books of the
corporation are closed, no transfer of shares shall be made thereon. If no
record date is fixed for the determination of shareholders entitled to receive
notice of, or vote at, a shareholders' meeting, transferees of shares which are
transferred on the books of the corporation within ten days next preceding the
date of such meeting shall not be entitled to notice of or to vote at such
meeting.
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4. In the event that a share certificate shall be lost, destroyed or
mutilated, a new certificate may be issued therefor upon such terms and
indemnity to the corporation as the Board of Directors may prescribe.
5. The Board of Directors may declare and pay dividends upon the
outstanding shares of the corporation, from time to time and to such extent as
they deem advisable, in the manner and upon the terms and conditions provided by
statute and the Articles of Incorporation.
6. Before payment of any dividend there may be set aside out of the net
profits of the corporation such sum or sums as the directors, from time to time,
in their absolute discretion, think proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the corporation, or for such other purpose as the directors shall
think conducive to the interests of the corporation, and the directors may
abolish any such reserve in the manner in which it was created.
ARTICLE IX - MISCELLANEOUS PROVISIONS
1. All checks or demands for money and notes of the corporation shall be
signed by such officer or officers as the Board of Directors may from time to
time designate.
2. The fiscal year shall begin on the first day of JULY each year.
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3. Whenever written notice is required to be given to any person, it may
be given to such person, either personally or by sending a copy thereof through
the mail, or by telegram, charges prepaid, to his address appearing on the books
of the corporation, or supplied by him to the corporation for the purpose of
notice. If the notice is sent by mail or by telegraph, it shall be deemed to
have been given to the person entitled thereto when deposited in the United
States mail or with a telegraph office for transmission to such person. Such
notice shall specify the place, day and hour of the meeting and, in the case of
a special meeting of shareholders, the general nature of the business to be
transacted.
4. Whenever any written notice is required by statute, or by the Articles
or By-Laws of this corporation, a waiver thereof in writing, signed by the
person or persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice. Except
in the case of a special meeting of shareholders, neither the business to be
transacted at nor the purpose of the meeting need be specified in the waiver of
notice of such meeting. Attendance of a person, either in person or by proxy, at
any meeting shall constitute a waiver of notice of such meeting, except where a
person attends a meeting for the express purpose of objecting to the transaction
of any business because the meeting was not lawfully called or convened.
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5. One or more directors or shareholders may participate in a meeting of
the Board, of a committee of the Board or of the shareholders, by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other.
6. Except as otherwise provided in the Articles or By-Laws of this
corporation, any action which may be taken at a meeting of the shareholders or
of a class of shareholders may be taken without a meeting, if a consent or
consents in writing, setting forth the action so taken, shall be signed by all
of the shareholders who would be entitled to vote at a meeting for such purpose
and shall be filed with the Secretary of the corporation.
7. Any payments made to an officer or employee of the corporation such as
a salary, commission, bonus, interest, rent, travel or entertainment expense
incurred by him, which shall be disallowed in whole or in part as a deductible
expense by the Internal Revenue Service, shall be reimbursed by such officer or
employee to the corporation to the full extent of such disallowance. It shall be
the duty of the directors, as a Board, to enforce payment of each such amount
disallowed. In lieu of payment by the officer or employee, subject to the
determination of the directors, proportionate amounts may be withheld from his
future compensation payments until the amount owed to the corporation has been
recovered.
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ARTICLE X - ANNUAL STATEMENT
1. The President and Board of Directors shall present at each annual
meeting a full and complete statement of the business and affairs of the
corporation for the preceding year. Such statement shall be prepared and
presented in whatever manner the Board of Directors shall deem advisable and
need not be verified by a certified public accountant.
ARTICLE XI - AMENDMENTS
1. These By-Laws may be amended or repealed by the vote of shareholders
entitled to cast at least a majority of the votes which all shareholders are
entitled to cast thereon, at any regular or special meeting of the shareholders,
duly convened after notice to the shareholders of that purpose.
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UNANIMOUS CONSENT IN LIEU OF
FIRST MEETING OF SHAREHOLDERS
THE UNDERSIGNED, being all of the shareholders of the above named
corporation, a corporation organized under the laws of the Commonwealth of
Pennsylvania, do hereby adopt the following resolutions:
RESOLVED, That the filing of the Articles of Incorporation with the
Department of State of the Commonwealth of Pennsylvania be duly advertised as
required by law, and that the Secretary of this corporation cause a copy of the
Articles of Incorporation to be prefixed to the minutes, and that this
corporation proceed to do business thereunder.
RESOLVED, That the form of By-Laws submitted for the regulation of the
affairs of the corporation be adopted and inserted in the minute book
immediately following the copy of the Articles of Incorporation.
RESOLVED, That the following are designated to constitute the Board of
Directors of this corporation, to hold office for the ensuing year and until
successors are chosen and qualified :
Robert D. Lilley
Wayne B. Titus, II
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RESOLVED, That the Board of Directors be and it is hereby authorized
to issue the capital stock of this corporation to the full amount or number of
shares authorized by the Articles of Incorporation, in such amounts and
proportions as from time to time shall be determined by the Board, and to accept
in full or in part payment thereof such property as the Board may determine
shall be good and sufficient consideration and necessary for the business of
this corporation.
Dated: September 21, 1978
/s/ Robert D. Lilley
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Robert D. Lilley
/s/ Wayne B. Titus, II
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Wayne B. Titus, II