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Exhibit 3.21
ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
AMF BOWLING CENTERS (AUST) INTERNATIONAL INC.
Pursuant to Section 13.1-710 of the Virginia Stock Corporation Act, AMF Bowling
Centers (Aust) International Inc. (the "Corporation"), a Virginia corporation,
files the following Articles of Amendment with the Virginia State Corporation
Commission:
1. NAME. The name of the corporation is AMF Bowling Centers (Aust)
International Inc.
2. THE AMENDMENT. The amendment adds the following new Article VII to the
Corporation's Articles of Incorporation:
VII.
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.
3. BOARD ACTION. The sole director of the Corporation adopted the
amendment on December 13, 2001.
4. SHAREHOLDER ACTION. The sole shareholder of the Corporation adopted the
amendment on December 13, 2001.
Dated: February [ILLEGIBLE], 2002
AMF BOWLING CENTERS (AUST) INTERNATIONAL INC.
By: /s/ Christopher F. Caesar
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Name: Christopher F. Caesar
Title: President
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AMF BOWLING CENTERS INTERNATIONAL INC.
AMENDMENT
1. NAME. The name of the corporation is AMF Bowling Centers
International Inc.
2. AMENDMENT. The Amendment is to change the name of the
corporation from AMF Bowling Centers International Inc. to AMF Bowling Centers
(Aust) International Inc.
3. ACTION BY DIRECTORS. On December 27, 1988, all of the directors
of the corporation, by signing a consent in writing that sets forth the proposed
amendment, found that the proposed amendment was in the best interest of the
corporation and directed that it be submitted to the shareholders of the
corporation with the request that they approve and adopt the same by signing a
consent in writing.
4. ACTION BY SHAREHOLDERS. On December 27, 1988, following the
action of the directors, the shareholders of the corporation, by signing a
consent in writing that sets forth the proposed amendment, approved and adopted
the same. The number of shares outstanding and entitled to vote on the proposed
amendment, being of a single class, was [ILLEGIBLE].
IN WITNESS WHEREOF, the undersigned Vice President of AMF Bowling
Centers International Inc. has executed these Articles of Amendment this 1st day
of March, 1989.
AMF BOWLING CENTERS INTERNATIONAL INC.
By: /s/ Daniel M. McCormack
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Vice President
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ARTICLES OF CORRECTION OF
AMF BOWLING USA INC.
The undersigned corporation, as authorized by its Board of Directors and
pursuant to Section 13.1-607 of the Code of Virginia, hereby executes the
following articles and sets forth:
1. The name of the corporation is AMF Bowling USA Inc.
2. The articles to be corrected are Articles of Amendment, which
became effective on December 30, 1988.
3. The aforesaid articles contain the following incorrect
statement: The number of shares outstanding and entitled to vote on the proposed
amendment, being of a single class, was 10,000. This incorrect statement is
found in Paragraph 4 at the end of line 4 of the articles, and is corrected by
inserting in lieu of such statement the following: The number of shares
outstanding and entitled to vote on the proposed amendment, being of a single
class, was 1.
The undersigned President declares that the facts herein stated are true
as of January 6, 1989.
AMF BOWLING USA INC.
By: /s/ Beverley W. Armstrong
--------------------------
Beverley W. Armstrong
President
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ARTICLES OF INCORPORATION
OF
AMF BOWLING USA INC.
AMENDMENT
1. NAME. The name of the corporation is AMF Bowling USA Inc.
2. AMENDMENT. The Amendment is to change the name of the
corporation from AMF Bowling USA Inc. to AMF Bowling Centers International Inc.
3. ACTION BY DIRECTORS. On December 23, 1988, all of the directors
of the corporation, by signing a consent in writing that set forth the proposed
amendment, found that the proposed amendment was in the best interests of the
corporation and directed that it be submitted to the sole shareholder of the
corporation with the request that it approves and adopts the same by signing a
consent in writing.
4. ACTION BY SOLE SHAREHOLDER. On December 23, 1988, following the
action of the directors, the sole shareholder of the corporation, by signing a
consent in writing that set forth the proposed amendment, approved and adopted
the same. The number of share outstanding and entitled to vote on the proposed
amendment, being of a single class, was 10,000.
IN WITNESS WHEREOF, the undersigned President of AMF Bowling USA Inc.
have executed these Articles of Amendment this 28th day of December, 1988.
AMF BOWLING USA INC.
By: /s/ Daniel M. McCormack
--------------------------
President
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ARTICLES OF INCORPORATION
OF
AMF BOWLING USA INC.
I.
The name of the Corporation is AMF Bowling USA Inc.
II.
The purpose for which the Corporation is formed is to transact any or
all lawful business, not required to be specifically stated in these Articles,
for which corporations may be incorporated under the Virginia Stock Corporation
Act, as amended from time to time.
III.
The number of shares which the Corporation shall have authority to issue
shall be 10,000 shares of the par value of $1.00 each.
IV.
The initial registered office shall be located at 707 E. Main Street,
P.O. Box 1535, in the City of Richmond, and the initial registered agent shall
be C. Porter Vaughan, III, who is a resident of Virginia and a member of the
Virginia State Bar, and whose business address is the same as the address of the
initial registered office.
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V.
The number of Directors constituting the initial Board of Directors
shall be three, and the names and addresses of the persons who are to serve as
the initial Directors are as follows:
William H. Goodwin, Jr.
President
Commonwealth Computer Advisors, Inc.
707 E. Main Street
Suite 1650
Richmond, Virginia 23219
James B. Farinholt, Jr.
President
Galleher & Company, Inc.
9 South Twelfth Street
Third Floor
Richmond, Virginia 23219
Frank E. Genovese
President
AMF Union Machinery, Inc.
2115 W. Laburnum Avenue
Richmond, Virginia 23221
VI.
(1) In this Article:
"Applicant" means the person seeking indemnification pursuant to
this Article.
"Expenses" includes counsel fees.
"Liability" means the obligation to pay a judgment, settlement,
penalty, fine, including any excise tax assessed with respect to an employee
benefit plan, or reasonable expenses incurred with respect to a proceeding.
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"Official capacity" means, (i) when used with respect to a
director, the office of director in the Corporation; or (ii) when used with
respect to an individual other than a director, the office in the Corporation
held by the officer or the employment or agency relationship undertaken by the
employee or agent on behalf of the Corporation. "Official capacity" does not
include service for any other foreign or domestic corporation or any
partnership, joint venture, trust, employee benefit plan, or other enterprise.
"Party" includes an individual who was, is, or is threatened to
be made a named defendant or respondent in a proceeding.
"Proceeding" means any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative or investigative
and whether formal or informal.
(2) The Corporation shall indemnify any person who was or is a party
to any proceeding, including a proceeding by or in the right of the Corporation
to procure a judgment in its favor, by reason of the fact that he is or was a
director or officer of the Corporation, or is or was serving at the request of
the Corporation as a director, trustee, partner or officer of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against any liability incurred by him in
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connection with such proceeding if (i) he believed, in the case of conduct in
his official capacity, that his conduct was in the best interests of the
Corporation, and in all other cases that his conduct was at least not opposed to
its best interests, and, in the case of any criminal proceeding, had no
reasonable cause to believe his conduct was unlawful, and (ii) he was not guilty
of gross negligence or willful misconduct. A person is considered to be serving
an employee benefit plan at the Corporation's request if his duties to the
Corporation also impose duties on, or otherwise involve services by, him to the
plan or to participants in or beneficiaries of the plan. A person's conduct with
respect to an employee benefit plan for a purpose he believed to be in the
interests of the participants and beneficiaries of the plan is conduct that
satisfies the requirements of this section.
(3) The termination of any proceeding by judgment, order,
settlement, conviction, or upon a plea of NOLO CONTENDERE or its equivalent,
shall not of itself create a presumption that the applicant did not meet the
standard of conduct described in Section (2) of this Article.
(4) Notwithstanding the provisions of section (2) of this Article:
no indemnification shall be made in connection with any proceeding charging the
applicant with improper benefit to himself, whether or not involving action in
his official capacity.
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in which he was adjudged liable on the basis that personal benefit was
improperly received by him.
(5) To the extent that the applicant has been successful on the
merits or otherwise in defense of any proceeding referred to in section (2) of
this Article, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses actually and reasonably incurred by him in
connection therewith.
(6) Any indemnification under section (2) of this Article (unless
ordered by a court) shall be made by the Corporation only as authorized in the
specific case upon a determination that indemnification of the applicant is
proper in the circumstances because he has met the applicable standard of
conduct set forth in sections (2) and (4).
The determination shall be made:
(a) By the Board of Directors by a majority vote of a quorum
consisting of Directors not at the time parties to the proceeding;
(b) If a quorum cannot be obtained under subsection (a) of
this section, by majority vote of a committee duly designated by the Board of
Directors (in which designation Directors who are parties may participate),
consisting solely of two or more Directors not at the time parties to the
proceeding;
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(c) By special legal counsel:
(i) Selected by the Board of Directors or its
committee in the manner prescribed in subsection (a) or (b) of this section; or
(ii) If a quorum of the Board of Directors cannot be
obtained under subsection (a) of this section and a committee cannot be
designated under subsection (b) of this section, selected by majority vote of
the full Board of Directors, in which selection Directors who are parties may
participate; or
(d) By the shareholders, but shares owned by or voted under
the control of Directors who are at the time parties to the proceeding may not
be voted on the determination.
Authorization of indemnification and evaluation as to
reasonableness of expenses shall be made in the same manner as the determination
that indemnification is permissible, except that if the determination is made by
special legal counsel, authorization of indemnification and evaluation as to
reasonableness of expenses shall be made by those entitled under subsection (c)
of this section to select counsel.
(7) (a) The Corporation may pay for or reimburse the reasonable
expenses incurred by any applicant who is a party to a proceeding in advance of
final disposition of the proceeding if:
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(i) The applicant furnishes the Corporation a
written statement of his good faith belief that he has met the standard of
conduct described in sections (2) and (4);
(ii) The applicant furnishes the Corporation a
written undertaking, executed personally or on his behalf, to repay the advance
if it is ultimately determined that he did not meet the standard of conduct; and
(iii) A determination is made that the facts then
known to those making the determination would not preclude indemnification
under this Article.
(b) The undertaking required by paragraph (ii) of subsection
(a) of this section shall be an unlimited general obligation of the applicant
but need not be secured and may be accepted without reference to financial
ability to make repayment.
(c) Determinations and authorizations of payments under this
section shall be made in the manner specified in section (6).
(8) The Board of Directors is hereby empowered, by majority vote of
a quorum of disinterested Directors, to cause the Corporation to indemnify or
contract in advance to indemnify any person not specified in section (2) of this
Article who was or is a party to any proceeding, by reason of the fact that he
is or
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was an employee or agent of the Corporation, or is or was serving at the request
of the Corporation as an employee or agent of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise, to the same
extent as if such person were specified as one to whom indemnification is
granted in section (2). The provisions of sections (3) through (7) of this
Article shall be applicable to any indemnification provided hereafter pursuant
to this section (8).
(9) The Corporation may purchase and maintain insurance to indemnify
it against the whole or any portion of the liability assumed by it in accordance
with this Article and may also procure insurance, in such amounts as the Board
of Directors may determine, on behalf of any person who is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against any liability asserted against or incurred by him in any
such capacity or arising from his status as such, whether or not the Corporation
would have power to indemnify him against such liability under the provisions of
this Article.
(10) Every reference herein to directors, officers, employees or
agents shall include former directors, officers, employees and agents and their
respective heirs, executors and
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administrators. The indemnification hereby provided and provided hereafter
pursuant to the power hereby conferred on the Board of Directors shall not be
exclusive of any other rights to which any person may be entitled, including any
right under policies of insurance that may be purchased and maintained by the
Corporation or others, with respect to claims, issues or matters in relation to
which the Corporation would not have the power to indemnify such person under
the provisions of this Article.
Dated: August 26, 1986
/s/ Laurel E. Williams
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Incorporator
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