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Exhibit 3.19
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF INCORPORATION
OF
BUSH RIVER CORPORATION
For Use By (File This Form in This Space For Use By
The Secretary of State Duplicate Originals) The Secretary of State
File No. D45169
Fee Paid 5.00 (Sect. 12-14.3 of 1962 Code) /s/ John T. Campbell
R. N. 6125 --------------------------
Date 8-29-80 [ILLEGIBLE]
FILED
AUG 29 1980
AM PM
7 8 9 10 11 12 1 2 3 4 5 6
1. The name of the proposed corporation is Bush River Corporation
2. The initial registered office of the corporation is 1733 Bush River Road
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Street and Number
located in the city of Columbia, county of Lexington and the State of South
Carolina and the name of its initial registered agent at such address is
J. C. Williamson
3. The period of duration of the corporation shall be perpetual (xxxxxxxxxxxx)x
4. The corporation is authorized to issue shares of stock as follows:
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<Caption>
CLASS OF SHARES AUTHORIZED NO. OF SHARE'S VALUE PAR VALUE
--------------- ------------------------------- ---------
Common 100,000 1.00
________________ _______________________________ _________________
________________ _______________________________ _________________
________________ _______________________________ _________________
________________ _______________________________ _________________
________________ _______________________________ _________________
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If shares are divided into two or more classes or if any class of shares is
divided into series within a class, the relative rights, preferences, and
limitations of the shares of each class, and of each series within a class, are
as follows:
5. Total authorized capital stock $100,000.00
6. It is represented that the corporation will not begin business until there
has been paid into the corporation the minimum consideration for the issue
of shares, which is $1,000.00 of which at least $500.00 is in cash.
7. The number of directors constituting the initial board of directors of the
corporation is 1 and the names and addresses of the persons who are to serve
as directors until the first annual meeting of shareholders or until their
successors be elected and qualify are:
William S. Nelson, II 1310 Lady Street, Columbia, SC 29201
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Name Address
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Name Address
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Name Address
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Name Address
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Name Address
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- ------------------------- ------------------------------------
Name Address
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Name Address
8. The general nature of the business for which the corporation is organized is
(It is not necessary to set forth in the purposes powers enumerated in
Section 2.2) (12--12.2 Supplemental Code 1962)
To own and operate a snack bar and lounge located at or in the Columbia Bowling
Center at 1733 Bush River Road near Columbia, South Carolina, or at any other
location and to sell any and all types of food and drink including alcoholic
beverages of all types and nature. To engage in such other types and kinds of
business as the Board of Directors of the corporation may from time to time deem
advisable; and, to do any and all other such things necessary and incidental in
order to accomplish the foregoing purposes.
9. Provisions which the incorporators elect to include in the articles of
incorporation are as follows:
None
10. The name and address of each incorporator is:
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<Caption>
Name Street & Box No. City County State
William S. Nelson, II 1310 Lady Street Columbia Richland South Carolina
P. O. Box 31070 29201
Columbia, SC 29211
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/s/ William S. Nelson, II
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(Signature of Incorporator)
Date August 28, 1980
---------------------------- William S. Nelson, II
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(Type or Print Name)
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(Signature of Incorporator)
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(Type or Print Name)
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(Signature of Incorporator)
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(Type or Print Name)
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STATE OF SOUTH CAROLINA
) ss:
COUNTY OF RICHLAND
The undersigned William S. Nelson, II do hereby certify that they are the
incorporators of Bush River Corporation corporation and are authorized to
execute this verification; that each of the undersigned for himself does hereby
further certify that he has read the foregoing document, understands the meaning
and purport of the statements therein contained and the same are true to the
best of his information and belief.
/s/ William S. Nelson, II
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(Signature of Incorporator)
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(Signature of Incorporator)
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(Signature of Incorporator)
(Each Incorporator Must Sign)
CERTIFICATE OF ATTORNEY
11. I, Ralston B. Vanzant, II, an attorney licensed to practice in the State of
South Carolina, certify that the corporation, to whose articles of
incorporation this certificate is attached, has complied with the
requirements of chapter 4 of the South Carolina Business Corporation Act of
1952, relating to the organization of corporations, and that in my opinion,
the corporation is organized for a lawful purpose.
Date August 28, 1980 /s/ Ralston B. Vanzant, II
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(Signature)
Ralston B. Vanzant, II
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(Type or Print Name)
Address Post Office Box 11070
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Columbia, South Carolina 29211
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SCHEDULE OF FEES
(Payable at time of filing Articles of With Secretary of State)
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Fee for filing Articles .......................... $ 5.00
In addition to the above, $.40 for each
$1,000.00 of the aggregate value of shares
which the Corporation is authorized to
issue, but in no case less than ................. 40.00
nor more than .................................... 1,000.00
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NOTE. THIS FORM MUST BE COMPLETED IN ITS ENTIRETY BEFORE IT WILL BE ACCEPTED FOR
FILING.
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STATE OF SOUTH CAROLINA
SECRETARY OF STATE
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/s/ John T. Campbell
--------------------------
[ILLEGIBLE]
FILED
NOTICE OF CHANGE OF REGISTERED OFFICE JUL 03 1989
OR REGISTERED AGENT OR BOTH AM PM
OF A SOUTH CAROLINA 7 8 9 10 11 12 1 2 3 4 5 6 1973
OR FOREIGN CORPORATION 89-009894/89-007894 16.12.00 [ILLEGIBLE]
07-03-89 PHT:$10.00
SECT OF STATE OF SOUTH CAROLINA
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Pursuant to Sections 33-5-102 and 33-15-108 of the 1976 South Carolina Code,
as amended, the undersigned corporation submits the following information.
1. The name of the corporation is Bush River Corporation
2. The corporation is (complete either a or b, whichever is applicable):
a. a domestic corporation incorporated in South Carolina on August 29, 1980,
or
b. a foreign corporation incorporated in __________________ on _____________,
(State) (Date)
and authorized to do business in South Carolina on _____________________.
(Date)
3. The street address of the current registered office in South Carolina is
1733 Bush River Road in the city of Columbia, South Carolina 29210
(Street & Number) (Zip Code)
4. If the current registered office is to be changed, the street address to
which its registered office is to be changed is c/o C T Corporation System,
75 Beattie Place, Two Shelter Centre in the city of Greenville South Carolina
(Street & Number)
29801
(Zip Code)
5. The name of the present registered agent is J. C. Williamson
6. If the current registered agent is to be changed, the name of the successor
registered agent is C T Corporation System.
* I hereby consent to the appointment as registered agent of the corporation:
/s/ Richard T. Rizzi
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(Signature of New Registered Agent)
RICHARD T. RIZZI, Assistant Secretary
7. The address of the registered office and the address of the business office
of the registered agent, as changed, will be identical.
8. Unless a delayed date is specified, this application will be effective upon
acceptance for filing by the Secretary of State (See Section 33-1-230(b)):
____________________________.
* Pursuant to Sections 33-9-102(5) and 33-19-108(5), the written consent of the
registered agent may be attached to this form.
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9. Dated this 21st day of June, 1989.
Bush River Corporation
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(Name of Corporation)
By: /s/ B. W. Armstrong
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B. W. Armstrong, President
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(Type or Print Name and Title)
FILING INSTRUCTIONS
1. Two copies of this form, the original or either a duplicate original
or a conformed copy, must be filed.
2. Filing Fee (payable to the Secretary of State at the time of filling this
document) - $10.00
3. Pursuant to Section 33-5-102(b), the registered agent can file this form when
the only change is changing the street address of the registered office. In
this situation, the following statement should be typed on the form above the
registered agent's signature: "The corporation has been notified of this
change."
Form Approved by South Carolina
Secretary of State 1/89
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/s/ Jim Miles 4
SECRETARY OF STATE
FILED
MAR 06 2002
AM PM
7 8 9 10 11 12 1 2 3 4 5 6
ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
BUSH RIVER CORPORATION
Pursuant to Section 33-10-106 of the South Carolina Code of Laws, as amended,
the undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
1. The name of the corporation is Bush River Corporation.
2. The date of incorporation is August 29, 1980.
3. The agent's name and address CT Corporation System, 75 Beattie Place, Two
Shelter Centre, Greenville, South Carolina 29601.
4. On December 13, 2001, the corporation adopted the following amendment
adding the following new Article 11 to the Corporation's Articles of
Incorporation:
II. Notwithstanding anything herein to the contrary, the Corporation shall
not be authorized to issue non-voting equity securities of any class,
series or other designation to the extent prohibited by Section 1123(a)(6)
of title 11 of the United States Bankruptcy Code (the "Bankruptcy Code");
provided, however, that the foregoing restriction shall (i) have no further
force and effect beyond that required under Section 1123(a)(6) of the
Bankruptcy Code, (ii) only have such force and effect so long as such
Section 1123(a)(6) is in effect and applies to the Corporation and (iii) be
deemed void or eliminated if required under applicable law.
5. The amendment was adopted by shareholder action. The outstanding shares
were not divided into classes, and the amendment was adopted by the sole
shareholder of all 18.895.1919193838 outstanding shares of the
common stock of the Corporation entitled to vote.
BUSH RIVER CORPORATION
February [ILLEGIBLE], 2002 By: /s/ Christopher F. Caesar
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Name: Christopher F. Caesar
Title: President