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Exhibit 3.69
CERTIFICATE OF INCORPORATION
OF
PLAY-KEY LAND, INC.
o-o-o-o-o
FIRST. The name of the corporation is PLAY-KEY LAND, INC.
SECOND. Its principal office in the State of Delaware is located at No. 100
West Tenth Street, in the City of Wilmington 99, County of New Castle. The name
and address of its resident agent is The Corporation Trust Company, No. 100 West
Tenth Street, Wilmington 99, Delaware.
THIRD. The nature of the business, or objects or purposes to be transacted,
promoted or carried on are:
To establish, build, purchase, lease, acquire, own, hold, maintain,
improve, use, manage and operate and to franchise others to operate supper
clubs, restaurants and eating places of all kinds; to manufacture, purchase,
acquire, own, hold, use, deal in, sell and dispose of foods, beverages,
intoxicating liquors, condiments, confections, provisions, tobacco, tobacco
products and food products of all kinds and any articles, materials,
ingredients, products, machinery, equipment and property related or incidental
thereto or suitable, necessary or convenient in connection therewith; and to
build, purchase, lease, acquire, own, hold, maintain, improve, use, manage and
operate offices, stores, store-houses, commissaries, buildings, structures,
works and properties used for or in connection with any business of the
corporation.
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To manufacture, purchase or otherwise acquire, invest in, own, mortgage,
pledge, sell, assign and transfer or otherwise dispose of, trade, deal in and
deal with goods, wares and merchandise and personal property of every class and
description.
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
assure 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 to 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 enter into, make and perform contracts of every kind and description
with any person, firm, association, corporation, municipality, county, state,
body politic or government or colony or dependency 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 loan to any person, firm or corporation any of its surplus funds, either
with or without security.
To purchase, hold, sell and transfer the shares of its own capital stock;
provided it shall not use its funds or property for the purchase of its own
shares of capital stock when such use would cause any impairment of its capital
except as otherwise permitted by law, and provided further that shares of its
own capital stock belonging to it shall not be voted upon directly or
indirectly.
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To have one or more offices, to carry on all or any of its operations and
business and without restriction or limit as to amount to purchase or otherwise
acquire, hold, own, mortgage, sell, convey or otherwise dispose of, real and
personal property of every class and description in any of the states,
districts, territories or colonies of the United States, and in any and all
foreign countries, subject to the laws of such state, district, territory,
colony or country.
In general, to carry on any other business in connection with the
foregoing, and to have and exercise all the powers conferred by the laws of
Delaware upon corporations formed under the General Corporation Law of the State
of Delaware, and to do any or all of the things hereinbefore set forth to the
same extent as natural persons might or could do.
The objects 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 objects and purposes specified in each of the foregoing
clauses of this article shall be regarded as independent objects and purposes.
FOURTH. The total number of shares of stock which the corporation shall
have authority to issue is fifty thousand (50,000) and the par value of each of
such shares is One Dollar ($1.00) amounting in the aggregate to Fifty Thousand
Dollars ($50,000.00).
At all elections of directors of the corporation, each stockholder shall be
entitled to as many votes as shall equal the number of votes which (except for
such provision as to cumulative voting) he would be entitled to cast for the
election of
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directors with respect to his shares of stock multiplied by the number of
directors to be elected, and he may cast all of such votes for a single director
or may distribute them among the number to be voted for, or for any two or more
of them as he may see fit, which right when exercised, shall be termed
cumulative voting.
FIFTH. The minimum amount of capital with which the corporation will
commence business is One Thousand Dollars ($1,000.00).
SIXTH. The names and places of residence of the incorporators are as
follows:
NAMES RESIDENCES
----- ----------
B. A. Pennington Wilmington, Delaware
S. H. Livesay Wilmington, Delaware
A. D. Grier Wilmington, Delaware
SEVENTH. The corporation is to have perpetual existence.
EIGHTH. The private property of the stockholders shall not be subject to
the payment of corporate debts to any extent whatever.
NINTH. 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.
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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 resolution passed by a majority of the whole board, to designate one or
more committees, each committee to consist of two or more of the directors of
the corporation which, to the extent provided in the resolution or in the
by-laws of the corporation, shall have and may exercise the powers 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. Such committee or committees shall have such name or names as
may be stated in the by-laws of the corporation or as may be determined from
time to time by resolution adopted by the board of directors.
When and as authorized by the affirmative vote of the holders of a majority
of the stock issued and outstanding having voting power given at a stockholders'
meeting duly called for that purpose, or when authorized by the written consent
of the holders of a majority of the voting stock issued and outstanding, to
sell, lease or exchange 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 be in whole or in part 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.
TENTH. In the absence of fraud, no contract or other transaction between
this corporation and any other corporation or any partnership or association
shall be
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affected or invalidated by the fact that any director or officer of this
corporation is pecuniarily or otherwise interested in or is a director, member
or officer of such other corporation or of such firm, association or partnership
or is a party to or is pecuniarily or otherwise interested in such contract or
other transaction or in any way connected with any person or persons, firm,
association, partnership or corporation pecuniarily or otherwise interested
therein; any director may be counted in determining the existence of a quorum at
any meeting of the board of directors of this corporation for the purpose of
authorizing any such contract or transaction with like force and effect as if he
were not so interested, or were not a director, member or officer of such other
corporation, firm, association or partnership.
ELEVENTH. The corporation shall indemnify any and all of its directors or
officers or former directors or officers or any person who may have served at
its request as a director or officer of another corporation in which it owns
shares of capital stock or of which it is a creditor against expenses actually
and necessarily incurred by them in connection with the defense of any action,
suit or proceeding in which they, or any of them, are made parties, or a party,
by reason of being or having been directors or officers or a director or officer
of the corporation, or of such other corporation, except in relation to matters
as to which any such director or officer or former director or officer or person
shall be adjudged in such action, suit or proceeding to be liable for negligence
or misconduct in the performance of duty. Such indemnification shall not be
deemed exclusive of any other rights to which those indemnified may be entitled,
under any by-law, agreement, vote of stockholders, or otherwise.
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TWELFTH. Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof, or on the
application of any receiver or receivers appointed for this corporation under
the provisions of section 291 of Title 8 of the Delaware Code, or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of section 279 of Title 8 of the
Delaware Code, order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors, and/or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.
THIRTEENTH. Meetings of stockholders may be held outside the State of
Delaware, if the by-laws so provide. The books of the corporation may be kept
(subject to any 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
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by-laws of the corporation. Elections of directors need not be by ballot unless
the by-laws of the corporation shall so provide.
FOURTEENTH. 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.
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 the facts herein stated are true, and accordingly have hereunto
set our hands and seals this 29th day of November, A.D. 19063.
/s/ B. A. Pennington (SEAL)
----------------------------
/s/ S. H. Livesay (SEAL)
----------------------------
/s/ A. D. Grier (SEAL)
----------------------------
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STATE OF DELAWARE )
) ss:
COUNTY OF NEW CASTLE )
BE IT REMEMBERED that on this 29th day of November, A.D. 1963, personally
came before me, a Notary Public for the State of Delaware, B. A. Pennington,
S.H. Livesay and A. D. Grier, 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 therein stated are truly set forth.
GIVEN under my hand and seal of office the day and year aforesaid.
/s/ Howard K. Webb
----------------------------
Notary Public
[SEAL]
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
o-o-o-o-o
PLAY-KEY LAND, INC., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY.
FIRST: That the Board of Directors of said corporation, by the unanimous
written consent of its members, filed with the minutes of the board, adopted
resolutions proposing and declaring advisable the following amendment to the
Certificate of Incorporation of said corporation:
RESOLVED, that the Certificate of Incorporation of this corporation be
amended by changing the Article thereof numbered "First" so that, as amended,
said Article shall be and read as follows:
"FIRST. The name of the corporation is PLAYBOY PROPERTIES,
INC."
FURTHER RESOLVED, that the Certificate of Incorporation of
this corporation be amended by changing the Article thereof
numbered "Fourth" so that, as amended, said Article shall be and
read as follows:
"FOURTH. The total number of shares of stock which the
corporation shall have authority to issue is two hundred fifty
thousand (250,000) and the par value of each of such shares is
One Dollar ($1.00) amounting in the aggregate to Two Hundred
Fifty Thousand Dollars ($250,000.00).
"At all elections of directors of the corporation, each
stockholder shall be entitled to as many votes as shall equal the
number of votes which (except for such provision as to cumulative
voting) he would be entitled to
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cast for the election of directors with respect to his shares of
stock multiplied by the number of directors to be elected, and he
may cast all of such votes for a single director or may
distribute them among the number to be voted for, or for any two
or more of them as he may see fit, which right when exercised,
shall be termed cumulative voting."
SECOND: That the said amendment has been consented to and authorized by the
holders of all the issued and outstanding stock, entitled to vote, by a written
consent given in accordance with the provisions of section 228 of The General
Corporation Law of Delaware, and filed with the corporation.
THIRD: That the aforesaid amendment was duly adopted in accordance with the
applicable provisions of Sections 242 and 228 of The General Corporation Law of
Delaware.
FOURTH: That said amendment does not effect any change in the issued shares
of said corporation.
IN WITNESS WHEREOF, said PLAY-KEY LAND, INC. has caused its corporate seal
to be hereunto affixed and this certificate to be signed by ELDON SELLERS, its
Vice-President and ROBERT S. PREUSS, its Secretary, this 23rd day of December,
1964.
PLAY-KEY LAND, INC..
By: /s/ Eldon Sellers
--------------------------------
President
By: /s/ Robert S. Preuss
--------------------------------
Secretary
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STATE OF ILLINOIS )
) SS:
COUNTY of COOK )
BE IT REMEMBERED that on this 23rd day of December, A.D. 1964, personally
came before me LESTER REINWALD, a Notary Public in and for the County and State
aforesaid, ELDON SELLERS, Vice-president of PLAY-KEY LAND, INC., a corporation
of the State of Delaware, the corporation described in and which executed the
foregoing certificate, known to me personally to be such, and he, the said ELDON
SELLERS, as such Vice-President, duly executed said certificate before me and
acknowledged the said certificate to be his act and deed and the act and deed of
said corporation; that the signatures of the said President and of the Secretary
of said corporation to said foregoing certificate are in the handwriting of the
said President and Secretary of said corporation respectively, and that the seal
affixed to said certificate is the common or corporate seal of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day
and year foresaid.
/s/ Lester Reinwald
---------------------------
Notary Public
[SEAL]
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
* * *
PLAYBOY PROPERTIES, INC., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY.
FIRST: That the Board of' Directors of said corporation, at a meeting duly
held, adopted a resolution proposing and declaring advisable the following
amendment to the Certificate of Incorporation of said corporation:
RESOLVED, that the Certificate of Incorporation of this
corporation be amended by changing the Article thereof numbered
"FOURTH" so that, as amended, said Article shall be and read as
follows:
"FOURTH: The total number of shares of stock which the
corporation shall have authority to issue is fifty thousand
(50,000) and the par value of each of such shares is One Dollar
($1.00) amounting in the aggregate to Fifty Thousand Dollars
($50,000.00)."
SECOND: That the said amendment has been consented to and authorized by the
holders of all the issued and outstanding stock, entitled to vote, by a written
consent given in accordance with the provisions of section 228 of The General
Corporation Law of Delaware and filed with the corporation.
THIRD: That the aforesaid amendment was duly adopted in accordance with the
applicable provisions of Sections 242 and 228 of The General Corporation Law of
Delaware.
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FOURTH: That the capital of said corporation will not be reduced under or
by reason of said amendment.
IN WITNESS WHEREOF, said PLAYBOY PROPERTIES, INC., has caused its corporate
seal to be hereunto affixed and this certificate to be signed by G.L. Hefner,
its Vice-President, and R.S. Preuss, its Secretary, this 14th day of December,
1965.
PLAYBOY PROPERTIES, INC..
By: /s/ G. L. Hefner
-----------------------
Vice-President
By: /s/ R. S. Preuss
-----------------------
Secretary
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STATE OF ILLINOIS )
) SS:
COUNTY of COOK )
BE IT REMEMBERED that on this 14th day of December, A.D. 1965, personally
came before me Marjorie Pitner, a Notary Public in and for the County and State
aforesaid, G. L. Hefner, Vice-President of PLAYBOY PROPERTIES, INC., a
corporation of the State of Delaware, the corporation described in and which
executed the foregoing certificate, known to me personally to be such, and he,
the said G. L. Hefner, as such Vice-President, duly executed said certificate
before me and acknowledged the said certificate to be his act and deed and the
act and deed of said corporation; that the signatures of the Vice-President and
of the Secretary of said corporation to said foregoing certificate are in the
handwriting of the said Vice-President and Secretary of said corporation
respectively, and that the seal affixed to said certificate is the common or
corporate seal of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day
and year aforesaid.
/s/ Marjorie Pitner
----------------------------------
Notary Public
[seal]
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
PLAYBOY PROPERTIES, INC.
PLAYBOY PROPERTIES, INC., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY.
FIRST: That the Board of Directors of said corporation, by written
unanimous consent of its members, filed with the minutes of the Board, adopted a
resolution proposing and declaring advisable the following amendment to the
Certificate of Incorporation of said corporation:
RESOLVED, that the Certificate of Incorporation of PLAYBOY
PROPERTIES, INC., be amended by changing the Article thereof
numbered "FOURTH" so that, as amended, said Article shall be and
read as follows:
"FOURTH: The total number of shares which the corporation
shall have authority to issue is fifteen thousand (15,000) and
the par value of each of such shares is One Hundred ($100.00)
Dollars amounting in the aggregate to one million five hundred
thousand, ($1,500,000.00) Dollars."
Upon this amendment becoming effective, the 15,000 shares of the par value
of $1.00 each, constituting all of the issued and outstanding shares of the
corporation shall be changed into 150 shares of the par value of $100.00 each
share.
SECOND: That in lieu of a meeting and vote of stockholders, the
stockholders have given written consent to said amendment in accordance with the
provisions of Section 228 of The General Corporation Law of Delaware.
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THIRD: That the aforesaid amendment was duly adopted in accordance with the
applicable provisions of Sections 242 and 228 of The General Corporation Law of
Delaware.
FOURTH: That the capital of said corporation will not be reduced under or
by reason of said amendment.
IN WITNESS WHEREOF, said PLAYBOY PROPERTIES, INC., has caused its corporate
seal to be hereunto affixed and this certificate to be signed by Robert S.
Preuss, its President and attested by Lance Hooper, its Assistant Secretary,
this 26th day of June, 1969.
PLAYBOY PROPERTIES, INC.
By: /s/ R. S. Preuss
---------------------
President
ATTEST:
By: /s/ Lance Hooper
----------------------
Assistant Secretary
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STATE OF ILLINOIS )
) SS:
COUNTY of COOK )
BE IT REMEMBERED that on this 26th day of June, 1969, personally came
before me, a Notary Public in and for the County and State aforesaid, Robert S.
Preuss, President of PLAYBOY PROPERTIES, INC., a corporation of the State of
Delaware, and he duly executed said certificate before me and acknowledged the
said certificate to be his act and deed and the act and deed of said corporation
and the facts stated therein are true; and that the seal affixed to said
certificate is the common or corporate seal of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day
and year foresaid.
/s/ E. Leonard Rubin
-----------------------------
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 PROPERTIES, 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 of 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
/s/ Howard Shapiro
- -------------------------------
Howard Shapiro, Asst. Secretary
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8403050086
Certificate
For Renewal and Revival of Charter
PLAYBOY PROPERTIES, INC., a corporation organized under the laws of Delaware,
the certificate of incorporation of which was filed in the office of the
Secretary of State on the 29th day of November 1963, and recorded in the office
of the Recorder of Deeds for Castle County, in Certificate of Incorporation
Record S, Vol. 81, Page 170, on the 29th day of November 1963, the charter of
which was voided for non-payment of taxes, now desires to procure a restoration,
renewal and revival of its charter, and hereby certifies as follows:
1. The name of this corporation is PLAYBOY PROPERTIES, INC.
2. Its registered in the State of Delaware is located at 229 South State
Street, City of Dover, County of Kent, and the name and address of its
registered agent is The Prentice-Hall Corporation System, Inc.
3. The date when the restoration, renewal and revival of the charter of
this company is to commence is the 29th day of February, 1984, same being prior
to the date of the expiration of the charter. This renewal and revival of the
charter of this corporation is to be perpetual.
4. This corporation was duly organized and carried on the business
authorized by its charter until the 1st day of March A.D. 1984, at which time
its charter became inoperative and void for non-payment of taxes and this
certificate for renewal
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and revival is filed by authority of the duly elected directors of the
corporation in accordance with the laws of the State of Delaware.
IN TESTIMONY WHEREOF, and in compliance with the provisions of Section 312
of the General Corporation Law of the State of Delaware, as amended, providing
for the renewal, extension and restoration of charters, Howard Shapiro, the last
and acting Vice-President, and Dale C. Gordon, the last and acting Secretary of
PLAYBOY PROPERTIES, INC., have hereunto set their hands to this certificate this
25th day of October, 1984.
/s/ Howard Shapiro
---------------------------
LAST AND ACTING VICE PRESIDENT
ATTEST: /s/ Dale C. Gordon
---------------------------
LAST AND ACTING SECRETARY
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CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE
* * * * *
Playboy Properties, 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 Playboy Properties, Inc. adopted the following
resolution on the 20th day of May, 1994.
Resolved, that the registered office of Playboy Properties, 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, Playboy Properties, 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
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ATTEST:
By: /s/ Irma Villarreal
----------------------------
Irma Villarreal, Secretary
(DEL. - 264 - 5/14/90)
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