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Exhibit 3.45
CERTIFICATE OF INCORPORATION
OF
PLAYBOY LIMOUSINE INC.
1. The name of the corporation is
PLAYBOY LIMOUSINE INC.
2. The address of its registered office in the State of Delaware is No.
100 West Tenth Street, in the City of Wilmington, County of New Castle. The name
of its registered agent at such address is The Corporation Trust Company.
3. The nature of the business or purposes to be conducted or promoted is:
To purchase, lease or otherwise acquire, repair, rent, charter, sell and
otherwise dispose of, mortgage, pledge, encumber, and otherwise deal in,
automobiles, trucks, busses, trailers, motorcycles, and vehicles of all kinds.
To establish and operate systems and plans for the renting, leasing,
hiring, and chartering, of vehicles of all kinds, and to grant licenses for the
use of such systems and plans by others.
To establish, build, purchase, lease, acquire, use, own, hold, maintain,
improve, equip, operate, sell, mortgage, and otherwise deal in and with, real
estate or any interest therein, garages, service stations, buildings, shops,
offices, parking lots, and facilities of all kinds, for the repair, maintenance,
cleaning, storing, servicing, and rebuilding, of vehicles of all kinds.
To manufacture, purchase or otherwise acquire, deal in, use, sell and
otherwise dispose of, petroleum, petroleum products, motor fuel, oil, grease,
parts, accessories, articles, materials, machinery, equipment and other
property, used in connection with vehicles of every kind and description.
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To train and instruct drivers, operators, mechanics, service, and
maintenance men and other personnel and to furnish and supply such personnel to
others.
To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.
To acquire, and pay for in cash, stock or bonds of this corporation or
otherwise, the good will, rights, assets and property, and to undertake or
assume the whole or any part of the obligations or liabilities of any person,
firm, association or corporation.
To acquire, hold, use, sell, assign, lease, grant licenses in respect of,
mortgage or otherwise dispose of letters patent of the United States or any
foreign country, patent rights, licenses and privileges, inventions,
improvements and processes, copyrights, trade-marks and trade names, relating to
or useful in connection with any business of this corporation.
To acquire by purchase, subscription or otherwise, and to receive, hold,
own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or otherwise
dispose of or deal in and with any of the shares of the capital stock, or any
voting trust certificates in respect of the shares of capital stock, scrip,
warrants, rights, bonds, debentures, notes, trust receipts, and other
securities, obligations, chosen in action and evidences of indebtedness or
interest issued or created by any corporations, joint stock companies,
syndicates, associations, firms, trusts or persons, public or private, or by the
government of the United States of America, or by any foreign government, or by
any state, territory, province, municipality or other political subdivision or
by any governmental agency, and as owner thereof to possess and exercise all the
rights, powers and privileges of ownership, including the right to execute
consents and vote thereon, and to do any and all
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acts and things necessary or advisable for the preservation, protection,
improvement and enhancement in value thereof.
To borrow or raise moneys for any of the purposes of the corporation and,
from time to time without limit as to amount, to draw, make, accept, endorse,
execute and issue promissory notes, drafts, bills of exchange, warrants, bonds,
debentures and other negotiable or non-negotiable instruments and evidences of
indebtedness, and to secure the payment of any thereof and of the interest
thereon by mortgage upon or pledge, conveyance or assignment in trust of the
whole or any part of the property of the corporation, whether at the time owned
or thereafter acquired, and to sell, pledge or otherwise dispose of such bonds
or other obligations of the corporation for its corporate purposes.
To purchase, receive, take by grant, gift, devise, bequest or otherwise,
lease, or otherwise acquire, own, hold, improve, employ, use and otherwise deal
in and with real or personal property, or any interest therein, wherever
situated and to sell, convey, lease, exchange, transfer or otherwise dispose of,
or mortgage or pledge, all or any of the corporation's property and assets, or
any interest therein, wherever situated.
To participate with others in any corporation, partnership, limited
partnership, joint venture, or other association of any kind, or in any
transaction, undertaking or arrangement which the participating corporation
would have power to conduct by itself, whether or not such participation
involves sharing or delegation of control with or to others.
In general, to possess and exercise all the powers and privileges granted
by the General Corporation Law of Delaware or by any other law of Delaware or by
this
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certificate of incorporation together with any powers incidental hereto, so far
as such powers and privileges are necessary or convenient to the conduct,
promotion or attainment of the business or purpose of the corporation.
The business and purposes specified in the foregoing clauses shall, except
where otherwise expressed, be in nowise limited or restricted by reference to,
or inference from, the terms of any other clause in this certificate of
incorporation, but the business and purposes specified in each of the foregoing
clauses of this article shall be regarded as independent business and purposes.
4. The total number of shares of stock which the corporation shall have
authority to issue is five hundred (500) of the par value of One Hundred Dollars
($100.00) each amounting in the aggregate to Fifty Thousand Dollars
($50,000.00).
The holders of the capital stock shall, upon the issue or sale of shares of
stock of any class (whether now or hereafter authorized), have the right, during
such period of time and on such conditions as the board of directors shall
prescribe, to subscribe to and purchase such shares in proportion to their
respective holding of capital stock, at such price or prices as the board of
directors may from time to time fix and as may be permitted by law.
5. The name and mailing address of each incorporator is as follows:
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NAME MAILING ADDRESS
- ---- ---------------
B. J. Consono 100 West Tenth Street
Wilmington, Delaware 19899
F. J. Obara, Jr. 100 West Tenth Street
Wilmington, Delaware 19899
C. A. Coyle 100 West Tenth Street
Wilmington, Delaware 19899
</Table>
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6. The corporation is to have perpetual existence.
7. In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized:
To make, alter or repeal the by-laws of the corporation.
To authorize and cause to be executed mortgages and liens upon the real and
personal property of the corporation.
To set apart out of any of the funds of the corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve in the manner in which it was created.
By a majority of the whole board, to designate one or more committees, each
committee to consist of one or more of the directors of the corporation. The
board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. The by-laws may provide that in the absence or disqualification of a
member of a committee, the member or members thereof present at any meeting and
not disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the board of directors to act at the
meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the board of directors,
or in the by-laws of the corporation, shall have and may exercise all the powers
and authority of the board of directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation to be
affixed to all papers which may require it; but no such committee shall have the
power or authority in reference to amending the certificate of incorporation,
adopting an agreement of merger
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or consolidation, recommending to the stockholders the sale, lease or exchange
of all or substantially all of the corporation's property and assets,
recommending to the stockholders a dissolution of the corporation or a
revocation of a dissolution, or amending the by-laws of the corporation; and,
unless the resolution or by-laws, expressly so provide, no such committee shall
have the power or authority to declare a dividend or to authorize the issuance
of stock.
When and as authorized by the stockholders in accordance with statute, to
sell, lease or exchange all or substantially all of the property and assets of
the corporation, including its good will and its corporate franchises, upon such
terms and conditions and for such consideration, which may consist in whole or
in part of money or property including shares of stock in, and/or other
securities of, any other corporation or corporations, as its board of directors
shall deem expedient and for the best interests of the corporation.
8. Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the corporation may be kept
(subject to my provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws or the corporation. Elections of directors
need not be by written ballot unless the by-laws of the corporation shall so
provide.
9. The corporation reserves the right to amend, alter, change or repeal
any provision contained in this certificate of incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
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WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named,
for the purpose of forming a corporation pursuant to the General Corporation Law
of the State of Delaware, do make this certificate, hereby declaring and
certifying that this is our act and deed and the facts herein stated are true,
and accordingly have hereunto set our hands this 26th day of November, 1969.
/s/ B. J. Consono
-----------------------------
/s/ F. J. Obara, Jr.
-----------------------------
/s/ C. A. Coyle
-----------------------------
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STATE OF DELAWARE )
)SS:
COUNTY OF NEW CASTLE )
BE IT REMEMBERED that on this 26th day of November, 1969, personally came
before me, a Notary Public for the State of Delaware., B. J. Consono, F. J.
Obara, Jr. and C. A. Coyle , all of the parties to the foregoing certificate of
incorporation, known to me personally to be such, and severally acknowledged the
said certificate to be the act and deed of the signers respectively and that the
facts stated therein are true.
GIVEN under my hand and seal of office the day and year aforesaid.
/s/ Adam A. Athwell
---------------------
Notary Public
[SEAL]
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CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
AND OF REGISTERED AGENT
It is hereby certified that:
1. The name of the corporation (hereinafter called the "corporation") is
PLAYBOY LIMOUSINE INC.
2. The registered office of the corporation within the State of Delaware
is hereby changed to 229 South State Street, City of Dover 19901, County of
Kent.
3. The registered agent of the corporation within the State of Delaware
is hereby changed to The Prentice Hall-Corporation System, Inc., the business
office of which is identical with the registered office or the corporation as
hereby changed.
4. The corporation has authorized the changes hereinbefore set forth by
resolution of its Board of Directors.
Signed on February 18, 1977.
/s/ William H. Klein
-----------------------------------
William H. Klein, Vice President
ATTEST:
/s/ Howard Shapiro
- -----------------------------------
Howard Shapiro, Asst. Secretary
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CERTIFICATE OF AMENDMENT 899087075
9:45 AM
OF FILED
MAR 28 1989
CERTIFICATE OF INCORPORATION /s/ [ ]
SECRETARY OF STATE
OF ------------------
PLAYBOY LIMOUSINE, INC.
PLAYBOY LIMOUSINE, INC., a Delaware corporation (the "Corporation")
pursuant to Section 242 of the General Corporation Law of the State of Delaware,
hereby certifies that:
FIRST: On March 24, 1989, the Board of Directors of the Corporation adopted
the following resolution setting forth and recommending proposed amendments to
the Certificate of Incorporation of the Corporation:
RESOLVED, that the Board of Directors deems it advisable, and the
Board hereby recommends, that the Certificate of Incorporation of the
Corporation be amended by amending Articles 1. and 3. and by inserting a
new Article 10., which Articles shall read in their entirety as follows:
"1. The name of the corporation is Publishing Ventures, Inc.
3. The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the Delaware General
Corporation Law.
10. A director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit. If the Delaware General Corporation Law is amended after
approval by the stockholders of this article to authorize corporate action
further eliminating or limiting the personal liability of directors, then the
liability of a director of the corporation shall be eliminated or limited to the
fullest extent permitted by the Delaware General Corporation Law, as so amended.
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Any repeal or modification of the foregoing paragraph by the stockholders
of the corporation shall not adversely affect any right or protection of a
director of the corporation existing at the time of such repeal or
modification."
SECOND: Thereafter the foregoing proposed amendments were approved by the
written consent of the sole stockholder of the Corporation pursuant to Section
228 of the General Corporation Law of the State of Delaware.
THIRD: The foregoing amendments were duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, PLAYBOY LIMOUSINE, INC. has caused this Certificate of
Amendment to be duly executed this 24th day of March, 1989.
PLAYBOY LIMOUSINE, INC.
By: /s/ James P. Radtke
------------------------------
James P. Radtke
President
ATTEST:
/s/ Dale C. Gordon
- -------------------------
Dale C. Gordon
Secretary
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
PUBLISHING VENTURES, INC.
PUBLISHING VENTURES, INC., a Delaware corporation (the "Corporation")
pursuant to Section 242 of the General Corporation Law of the State of Delaware,
hereby certifies that:
FIRST: On March 18 , 1991, the Board of Directors of the Corporation
adopted the following resolution setting forth and recommending proposed
amendments to the Certificate of Incorporation of the Corporation:
RESOLVED, that the Board of Directors deems it advisable, and the
Board hereby approves, subject to stockholder approval, that the
Certificate of Incorporation of the Corporation be amended by amending
Article 1., which Article shall read in its entirety as follows:
"1. The name of the corporation is Lake Shore Press, Inc."
SECOND: Thereafter the foregoing proposed amendment was approved by the
written consent of the sole stockholder of the Corporation pursuant to Section
228 of the General Corporation Law of the State of Delaware.
THIRD: The foregoing amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
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IN WITNESS WHEREOF, PUBLISHING VENTURES, INC. has caused this Certificate
of Amendment to be duly executed this 18th day of March, 1991.
PUBLISHING VENTURES, INC.
By: /s/ Howard Shapiro
--------------------------------
Howard Shapiro
Vice President
ATTEST:
/s/ Dale C. Gordon
- -------------------------
Dale C. Gordon
Secretary
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CERTIFICATE OF CHANGED OF REGISTERED AGENT
AND
REGISTERED OFFICE
Lake Shore Press, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
The present registered agent of the corporation is The Prentice-Hall
Corporation System, Inc., 32 Loockerman Sq., Suite L-100, Dover, DE 19901 and
the present registered office of the corporation is in the county of Kent
The Board of Directors of Lake Shore Press, Inc. adopted the following
resolution on the 20th day of May, 1994.
Resolved, that the registered office of Lake Shore Press, Inc. in the state
of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange
Street, in the City of Wilmington, County of New Castle, and the authorization
of the present register agent of this corporation be and the same is hereby
withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted
and appointed the registered agent of this corporation at the address of its
registered office.
IN WITNESS WHEREOF, Lake Shore Press, Inc. has caused this statement to be
signed by Howard Shapiro, its Vice President, and attested by Irma Villarreal,
its Secretary this 20th day of May, 1994.
By /s/ Howard Shapiro
--------------------------------
Howard Shapiro, Vice President
ATTEST:
By /s/ Irma Villarreal
--------------------------------
Irma Villarreal, Secretary
(DEL. 264-5/14/90)
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