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Exhibit 3.27
ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
BOLICHES AMF, INC.
Pursuant to Section 13.1-710 of the Virginia Stock Corporation Act, Boliches
AMF. 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 Boliches AMF, Inc.
2. THE AMENDMENT. The amendment adds the following new Article VIII to the
Corporation's Articles of Incorporation:
VIII.
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 ll23(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.
BOLICHES AMF. INC.
By: /s/ Christopher F. Caesar
-----------------------------
Name: Christopher F. Caesar
Title: President
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AMF BOWLING EIGHT, INC.
AMENDMENT
1. NAME. The name of the corporation is AMF Bowling Eight, Inc.
2. AMENDMENT. The Amendment is to change the name of the corporation from
AMP Bowling Eight, Inc. to Boliches AMF, Inc.
3. ACTION BY DIRECTORS. On November 1, 1991, 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 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 November 1, 1991, following the action of
the directors, the shareholders of the corporation, by signing a consent in
writing that set 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 100.
IN WITNESS WHEREOF, the undersigned Secretary of AMF Bowling Eight, Inc.
has executed these Articles of Amendment as of this 5th day of November, 1991.
AMF BOWLING EIGHT, INC.
By: /s/ Daniel M. McCormack
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Daniel M. McCormack
Vice President and Secretary
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AMF BOWLING SEVEN, INC.
AMENDMENT
1. NAME. The name of the corporation is AMF Bowling Seven, Inc.
2. AMENDMENT. The amendment is to change the name of the corporation from
AMF Bowling Seven, Inc. to AMF Bowling Eight, Inc.
3. ACTION BY SOLE DIRECTOR. On December 1, 1989, the sole director of the
corporation who is the sole director named in its Articles of Incorporation, by
signing a consent in writing that set forth the proposed amendment, found that
the proposed amendment was in the best interest of the corporation and approved
and adopted the amendment. There are no other directors or officers of the
corporation. The corporation has taken no action since the date of its
incorporation and, no shares having been issued, there are no shareholders to
vote on the proposed amendment.
IN WITNESS WHEREOF, the undersigned Chairman of the Board of AMF Bowling
Seven, Inc. has executed this Article of Amendment this 1st day of December,
1989.
AMF BOWLING SEVEN, INC.
By: /s/ William H. Goodwin
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William H. Goodwin, Jr.
Chairman of the Board
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ARTICLES OF INCORPORATION
OF
AMF BOWLING SEVEN, INC.
I.
The name of the Corporation is AMF Bowling Seven, 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. No holder of shares of
any class of the Corporation shall have any preemptive or preferential right to
purchase or subscribe to (i) any shares of any class of the corporation, whether
now or hereafter authorized; (ii) any warrants, rights or options to purchase
any such shares; of (iii) any securities or obligations convertible into any
such shares or into warrants, rights, or options to purchase any such shares.
IV.
The initial registered office shall be located at 901 East Cary Street,
Suite 1400, Richmond, VA 23219, which is located in the City of Richmond and the
initial registered agent shall be Teri Scott Lovelace, who is a resident of
Virginia and a member of the Virginia State Bar, and whose
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business address is the same as the address of the initial registered office.
V.
The number of Directors constituting the initial Board of Directors shall
be one, and the name and addresse of the person who is to serve as the initial
Director is as follows:
William H. Goodwin, Jr.
901 E. Cary Street
Suite 1400
Richmond, Virginia 23219
VI.
1. In every instance permitted by the Virginia Stock Corporation Act, as
it exists on the date hereof or may hereafter be amended, the liability of a
director or officer of the Corporation to the Corporation or its shareholders
arising out of a single transaction, occurrence or course of conduct shall be
limited to one dollar.
2. To the full extent permitted and in the manner prescribed by the
Virginia Stock Corporation Act and any other applicable law, the Corporation
shall indemnify a Director or officer of the Corporation who is or was a party
to any proceeding by reason of the fact that he is or was such a Director or
officer 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. The Board of Directors is
hereby empowered, by majority vote of a quorum of disinterested Directors, to
contract in advance to indemnify any Director or officer.
3. The Board of Directors is hereby empowered, by majority
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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 was an 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, to the same extent as if such person were
specified as one to whom indemnification is granted in Section 2.
4. 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 another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, against any liability
asserted against or incurred by any such person 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.
5. In the event there has been a change in the composition of a majority
of the Board of Directors after the date of the alleged act or omission with
respect to which indemnification is claimed, any determination as to
indemnification and advancement of expenses with respect to any claim for
indemnification made pursuant to Section 2 of this Article VI shall be made by
special legal counsel agreed upon by the Board of Directors and the
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proposed indemnitee. If the Board of Directors and the proposed indemnitee are
unable to agree upon such special legal counsel, the Board of Directors and the
proposed indemnitee each shall select a nominee, and the nominees shall select
such special legal counsel.
6. The provisions of this Article VI shall be applicable to all actions,
claims, suits or proceedings commenced after the adoption hereof, whether
arising from any action taken or failure to act before or after such adoption.
No amendment, modification or repeal of this Article shall diminish the rights
provided hereby or diminish the right to indemnification with respect to any
claim, issue or matter in any then pending or subsequent proceeding that is
based in any material respect on any alleged action or failure to act prior to
such amendment, modification or repeal.
7. Reference herein to Directors, officers, employees or agents shall
include former Directors, officers, employees and agents and their respective
heirs, executors and administrators.
VII.
The Board of Directors shall have the power to make, amend or repeal
bylaws of the Corporation.
Dated: May 9, 1989
/s/ Teri Scott Lovelace
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Teri Scott Lovelace
Incorporator