<Page>
Exhibit 3.9
372980
FILED
In the office of the Secretary of State
of the State of California
APR 13 1959
Frank M. Jordan, Secretary of State
By /s/ [ILLEGIBLE]
--------------------
Deputy
[ILLEGIBLE] right
to amend articles
ARTICLES OF INCORPORATION
of
AMERICAN RECREATION CENTERS, INC.
FIRST: The name of this corporation is:
AMERICAN RECREATION CENTERS, INC.
SECOND: The purposes for which this corporation is formed are:
(a) Directly or through ownership in stock of any corporation,
to primarily engage in the specific business of providing recreational
facilities of all types for the general public.
(b) To engage, either directly or through ownership in stock of
any corporation, generally in the business of providing all types of
recreational facilities for the general public, including but not limited to the
operation of bowling alleys, theatres (both indoor and outdoor), golf course and
driving ranges, athletic fields, arenas, acquatic sports facilities, facilities
for winter sports of all kinds, the operation of restaurants, bars, cocktail
lounges, food concessions, catering services, and the retail sale of all items
related to the above mentioned recreational facilities and the operation of all
other enterprises related thereto.
(c) To engage, either directly or through ownership of stock in
any corporation, in the business of operating hotels, motels, boarding houses,
inns, bungalow courts, resort areas, and camp grounds, and all businesses and
enterprises related thereto.
(d) Directly or through ownership of stock in any corporation,
to buy, sell, mortgage, exchange, lease, hold for investment, or otherwise use
and operate real estate of all kinds and any interest therein.
(e) To subscribe or cause to be subscribed for, and to take,
purchase and otherwise acquire, own, hold, use, sell,
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assign, transfer, exchange, distribute and otherwise dispose of, the whole or
any part of the shares of the capital stock, bonds, coupons, mortgages, deeds of
trust, debentures, securities, obligations, evidences of indebtedness, notes,
goodwill, rights, assets and property of any and every kind, or any part
thereof, of any other corporation or corporations, association or associations,
firm or firms, or person or persons, together with shares, rights, units or
interest in, or in respect of any trust estate, now or hereinafter existing, and
whether created by the laws of the State of California or of any other state,
territory or country; and to operate, manage and control certain properties, or
any of them, either in the name of such other corporation or corporations, or in
the name of this corporation, and while the owners of any of said shares of
capital stock, to exercise all rights, powers and privileges of ownership of
every kind and description, including the right to vote thereon, the power to
designate some person or persons for that purpose from time to time, and to the
same extent as natural persons might or could do.
(f) To borrow and lend money, but nothing herein contained shall
be construed as authorizing the business of banking, or as including the
business purposes of a commercial bank, savings bank or trust company.
(g) To buy, sell, manufacture and deal at retail and wholesale
in merchandise and other personal property of all description.
(h) To engage in any business related or unrelated to those
described in Clauses (a), (b), (c), (d), (e), (f), and (g) of this article, and
from time to time authorized or approved by the Board of Directors of this
corporation.
(i) To act as a partner and joint venturer and to enter into
co-partnership and joint venture agreements with
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joint venture agreements with other corporations and with individuals.
(j) To do business anywhere in the world.
(k) To have and exercise all rights and powers from time to time
granted to a corporation by law.
The above purposed clause shall not be limited by reference to or
inference from one another but each such purposed clause shall be construed as a
separate statement conferring independent purposes and powers upon the
corporation.
THIRD: The county in the State of California wherein the principal
office for the transaction of business of this corporation is to be located is
the county of Alameda.
FOURTH: (a) The number of the Directors of the corporation shall not
be less than five (5) nor more than seven (7), the exact number of which shall
be fixed by a by-law duly adopted by the shareholders or by the board of
directors.
(b) The names and addresses of the persons who are appointed
to act as first directors are:
Eliot Jones, Jr., 4034 East Avenue, Hayward, California
Arthur J. Fowler Route 1, P. O. Box 367, Carmel, Calif.
Robert Feuchter 205 Whitmer Court, Irvington, California
George V. Yates P. 0. Box N-1, Carmel, Calif.
George R. Walker 212 Professional Bldg., Monterey, Calif.
FIFTH: The total number of shares which the corporation is authorized
to issue is Five hundred thousand (500,000) shares, each share shall be without
par value, no distinction shall exist between the shares of the corporation or
the holders thereof.
IN WITNESS WHEREOF, the undersigned, and the above named
incorporators and first directors of this corporation have executed these
Articles of Incorporation on April 7, 1959.
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/s/ Eliot Jones, Jr.
---------------------------------
Eliot Jones, Jr.
/s/ Arthur J. Fowler
---------------------------------
Arthur J. Fowler
/s/ Robert Feuchter
---------------------------------
Robert Feuchter
/s/ George V. Yates
---------------------------------
George V. Yates
/s/ George R. Walker
---------------------------------
George R. Walker
STATE OF CALIFORNIA )
)ss.
COUNTY OF )
On April 8, 1959, before me GORDON CAMPBELL, a Notary Public in and for
said County and State, personally appeared Eliot Jones, Jr., Arthur J. Fowler,
Robert Feuchter/George V. Yates and George R. Walker, known to me to be the
persons whose names are subscribed to the foregoing Articles of Incorporation,
and acknowledged to me that they executed the same.
WITNESS my hand and official seal.
/s/ Gordon Campbell
-----------------------------------
Notary Public in and for said
County and State
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372980
F1 of bus chg to SACRAMENTO COUNTY
[ILLEGIBLE]
FILED
In the office of the Secretary of State
of the State of California
AUG 17 1960
FRANK M. JORDAN, Secretary of State,
By /s/ Ralph R. Martinez
---------------------
Deputy
CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION OF
AMERICAN RECREATION CENTERS, INC.
a California Corporation
The undersigned, ELIOT JONES, JR., and GEORGE R. WALKER, certify that
they now are and at all times herein mentioned have been the duly elected and
acting President and Secretary of AMERICAN RECREATION CENTERS, INC., a
California corporation, and that:
1. At a regular meeting of the board of directors of the corporation duly
held at San Francisco, California, at 10:00 A.M. on July 12, 1960, the following
resolution was adopted:
RESOLVED, that Article THIRD and Subparagraph (a) of ARTICLE FOURTH of the
Articles of Incorporation be amended to read as follows:
"THIRD: The County in the State of California wherein the principal
office for the transaction of business of this corporation
is to be located is the County of SACRAMENTO."
(FOURTH:)"(a) The number of Directors of this Corporation shall be as
provided in the By-Laws of the Corporation. A By-Law duly
adopted by the shareholders may state that the number of
directors shall not be less than a stated minimum (but in no
case shall be less than five (5)) nor more than a stated
maximum, (which in no case shall exceed the before stated
minimum by more than three (3)), and in such event the
exact number of Directors shall be fixed within such limits
by a By-Law or Amendment thereto duly adopted by the
shareholders or the Board of Directors of this Corporation.
The minimum and maximum number of directors so set may be
changed, or a definite number fixed, without the provision
for an indefinite number, by a By-Law duly adopted by the
shareholders."
RESOLVED FURTHER, that said amendment is hereby adopted and approved.
2. At the annual meeting of shareholders of the corporation, duly held at
Sacramento, California, at 10:00 A.M. on August 17,
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1960, the foregoing amendment to the articles of incorporation was ratified and
approved by a resolution identical in form to said directors' resolution set
forth in paragraph 1 of this certificate.
3. The foregoing amendment was adopted and approved at said
shareholders' meeting by the total vote of 134,829 shares.
4. The total number of shares of the corporation entitled to vote on or
consent to the adoption of such amendment is 155,568.
DATED: August 17, 1960.
---------------
/s/ Eliot Jones, Jr.
----------------------------------
Eliot Jones, Jr., President of
American Recreation Centers, Inc.
/s/ George R. Walker
----------------------------------
George R. Walker, Secretary of
American Recreation Centers, Inc.
--------------------
STATE OF CALIFORNIA )
) ss.
COUNTY OF SACRAMENTO )
On August 17, 1960, before me, the undersigned, a Notary Public in and for
said County and State, personally appeared ELIOT JONES, JR., and GEORGE R.
WALKER, known to me to be the President and Secretary respectively of American
Recreation Centers, Inc., and known to me to be the persons who executed the
within Certificate of Amendment of Articles of Incorporation on behalf of said
corporation, and acknowledged to me that they executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal in the said County of Sacramento the day and year in this certificate first
above written.
/s/ Michael L. McConnell
-------------------------
Notary [ILLEGIBLE]
My Commission Expires:
April 6th, 1963
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STATE OF CALIFORNIA )
) ss.
COUNTY OF SACRAMENTO )
We, the undersigned, say:
That we are the President and Secretary respectively of AMERICAN RECREATION
CENTERS, INC., a California corporation; that the foregoing Certificate of
Amendment of Articles of Incorporation of American Recreation Centers, Inc., is
true of our own knowledge.
We declare under penalty of perjury that the foregoing is true and correct.
Executed on August 17, 1960 at Sacramento, California.
/s/ Eliot Jones Jr.
----------------------------
Eliot H. Jones
/s/ George R. Walker
----------------------------
George R. Walker
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<Page>
372980
A23311
FILED
In the office of the Secretary of State
of the State of California
JUL 26 1961
FRANK M. JORDAN
By: /s/ [ILLEGIBLE]
------------------------
Deputy
Cap, stock, chg, from 500,000 No Par to 1,000,000 No Par
CERTIFICATE OF AMENDMENT
OF ARTICLES OF INCORPORATION
OF
AMERICAN RECREATION CENTERS, INC.
The undersigned, ELIOT JONES, JR., and GEORGE R. WALKER, certify that
they now are and at all times herein mentioned, have been the duly elected and
acting President and Secretary of AMERICAN RECREATION CENTERS, INC., a
California corporation, and that:
1. At a special meeting of the Board of Directors of the corporation
duly held at San Francisco, California, at 11 A.M. on June 22, 1961, the
following resolution was duly adopted:
"RESOLVED: that Article Fifth of the Articles of Incorporation of
AMERICAN RECREATION CENTERS, INC., be amended to read in its entirety
as follows:
"FIFTH: The total number of shares which the corporation is
authorized to issue is One Million (1,000,000) shares. Each share
shall be without par value, and no distinction shall exist
between the shares of the corporation or the holders thereof."
"RESOLVED FURTHER: that said Amendment is hereby adopted and approved;
"RESOLVED FURTHER: that the President and Secretary of this
corporation be, and they hereby are, authorized and directed to file
the necessary Certificate of Amendment with the Secretary of State of
California, and to do all other acts necessary to make this Amendment
effective."
2. At a special meeting of the Shareholders of the corporation
duly held at Sacramento, California, at 10 A.M. on July 26, 1961, the following
resolution was duly adopted:
"RESOLVED: that Article Fifth of the Articles of Incorporation of
AMERICAN RECREATION CENTERS, INC., be amended to read in its entirety
as follows:
"FIFTH: The total number of shares which the corporation is
authorized to issue is One Million (1,000,000) shares. Each share
shall be without par value, and no distinction shall exist
between the shares of the corporation or the holders thereof.'"
3. The foregoing Amendment was adopted and approved at said
Shareholders' meeting by a total vote of 133,649 shares.
4. The total number of shares of the corporation entitled
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to vote on or consent to the adoption of such Amendment is 215,568.
DATED: JULY 26, 1961.
/s/ Eliot Jones, Jr.
-----------------------------------
Eliot Jones, Jr.
President of AMERICAN RECREATION
CENTERS, INC.
/s/ George R. Walker
-----------------------------------
George R. Walker
Secretary of AMERICAN RECREATION
CENTERS, INC.
The undersigned declares under penalty of perjury that the foregoing
is true and correct of his own knowledge, and that this Certificate was executed
by him on July 26, 1961 at Sacramento, California.
/s/ Eliot Jones, Jr.
-----------------------------------
Eliot Jones, Jr.
The undersigned declares under penalty of perjury that the foregoing
is true and correct of his own knowledge, and that this Certificate was executed
by him on July 26, 1961 at Sacramento, California.
/s/ George R. Walker
-----------------------------------
George R. Walker
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NUMBER SHARES WITHOUT PAR VALUE CHANGED FROM 1,000,000 to 1,250,000
#372980
A190572
FILED
In the office of the Secretary of State
of the State of California
MAY 31 1970
MARCH FONG EU, Secretary of State
By: /s/ [ILLEGIBLE]
---------------
Deputy
CERTIFICATE OF AMENDMENT
OF ARTICLES OF INCORPORATION
OF
AMERICAN RECREATION CENTERS, INC.
G. GERVAISE DAVIS III hereby certifies that:
1. He is now and at all times herein mentioned was the duly elected and
acting Vice President-Legal and Secretary of AMERICAN RECREATION CENTERS, INC.,
a California corporation.
2. At a meeting of the Board of Directors of the corporation duly held at
San Jose, California on May 4, 1978, the following resolution was duly adopted:
RESOLVED, that Article Fifth of the Articles of Incorporation of AMERICAN
RECREATION CENTERS, INC., be amended to read in its entirety as follows:
"FIFTH: The total number of shares which the corporation is authorized to
issue is One Million Two Hundred Fifty Thousand (1,250,000) shares. Each
share shall be without par value, and no distinction shall exist between
the shares of the corporation or the holders thereof. Upon the amendment of
this Article to read as hereinabove set forth, each outstanding share is
split up and converted into One and 25/100 (1.25) shares."
3. The vote or consent of the shareholders of the corporation is not
required under Section 902(c) of the Corporations Code.
/s/ G. Gervaise Davis III
-------------------------------------
G. GERVAISE DAVIS III
Vice President-Legal and Secretary
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VERIFICATION
I declare under penalty of perjury that the matters set forth in the
foregoing Certificate of Amendment are true and correct of my own knowledge.
Executed at Monterey, California on May 24, 1978.
/s/ G. Gervaise Davis III
-----------------------------
G. GERVAISE DAVIS III
<Page>
372980
A204145
FILED
In the office of the Secretary of State
of the State of California
MAY 30 1979
MARCH FONG EU, Secretary of State
By: /s/ James E. Harris
-------------------
Deputy
CERTIFICATE OF AMENDMENT
OF ARTICLES OF INCORPORATION
OF
AMERICAN RECREATION CENTERS, INC.
G. GERVAISE DAVIS III hereby certifies that:
1. He is now and at all times herein mentioned was the duly elected and
acting Vice President-Legal and Secretary of AMERICAN RECREATION CENTERS, INC.,
a California corporation.
2. At a meeting of the Board of Directors of the Corporation duly held at
Monterey, California on May 12, 1979, the following Resolution was duly adopted
unanimously:
RESOLVED, that Article Fifth of the Articles of Incorporation of AMERICAN
RECREATION CENTERS, INC., be amended to read in its entirety as follows:
"FIFTH: The total number of shares which the corporation is authorized to
issue is Two Million Five Hundred Thousand (2,500,000) shares. Each share
shall be without par value, and no distinction shall exist between the
shares of the corporation or the holders thereof. Upon the amendment of
this Article to read as hereinabove set forth, each outstanding share is
split up and converted into Two (2) shares."
3. The vote or consent of the shareholders of the corporation is not
required under Section 902(c) of the Corporations Code.
/s/ G. Gervaise Davis III
----------------------------------
G. GERVAISE DAVIS III
Vice President-Legal and Secretary
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VERIFICATION
I declare under penalty of perjury that the matters set forth in the
foregoing Certificate of Amendment are true and correct of my own knowledge.
Executed at Monterey, California on May 18, 1979.
/s/ G. Gervaise Davis III
--------------------------------
G. GERVAISE DAVIS III
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<Page>
372980
A218814
FILED
In the office of the Secretary of State
of the State of California
MAY 27 1980
MARCH FONG EU, Secretary of State
By /s/ James E. Harris
-------------------
Deputy
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
ROBERT FEUCHTER and G. GERVAISE DAVIS III certify that:
1. They are the President and Secretary, respectively, of AMERICAN
RECREATION CENTERS, INC., a California corporation.
2. Article FIFTH of the Articles of Incorporation of this corporation is
amended to read as follows:
"FIFTH: The total number of shares which the corporation is authorized
to issue is Ten Million (10,000,000) shares. Each share shall be
without par value, and no distinction shall exist between the shares
of the corporation or the holders thereof."
3. The foregoing amendment of Articles of Incorporation has been duly
approved by the Board of Directors.
4. The foregoing amendment of Articles of Incorporation has been duly
approved by the required vote of shareholders in accordance with
Section 902 of the Corporations Code. The total number of outstanding
shares of the corporation is 951,988. The number of shares voting in
favor of the amendment equaled or exceeded the vote required. The
percentage vote required was more than 50%.
/s/ Robert Feuchter
--------------------------------
ROBERT FEUCHTER, President
/s/ G. Gervaise Davis III
--------------------------------
G. GERVAISE DAVIS III, Secretary
The undersigned declare under penalty of perjury that the matters set forth
in the foregoing Certificate are true of their own knowledge. Executed at
Monterey, California on May 17, 1980.
/s/ Robert Feuchter
--------------------------------
/s/ G. Gervaise Davis III
--------------------------------
<Page>
CAP STR CHG
372980
A250765
FILED
In the office of the Secretary of State
of the State of California
JUL 7 1982
MARCH FONG EU, Secretary of State
/s/ James E. Harris
-------------------
Deputy
CERTIFICATE OF AMENDMENT
OF ARTICLES OF INCORPORATION
OF
AMERICAN RECREATION CENTERS, INC.
G. GERVAISE DAVIS III hereby certifies that:
1. He is now and at all times herein mentioned was the duly elected and
acting Vice President-Legal and the Secretary of AMERICAN RECREATION CENTERS,
INC., a California corporation.
2. At a meeting of the Board of Directors of the corporation duly held at
Monterey, California on May 22, 1982, the following resolution was duly adopted:
RESOLVED that Article Fifth of the Articles of Incorporation of AMERICAN
RECREATION CENTERS, INC., be amended to read in its entirety as follows:
"FIFTH: The total number of shares which the corporation is authorized to
issue is Twelve Million Five Hundred Thousand (12,500,000) shares. Each
share shall be without par value, and no distinction shall exist between
the shares of the corporation or the holders thereof. Upon the amendment of
this Article to read as hereinabove set forth, each outstanding share is
split up and converted into One and 25/100 (1.25) shares."
3. The vote or consent of the shareholders of the corporation is not
required under Section 902(c) of the Corporations Code.
/s/ G. Gervaise Davis III
----------------------------------
G. GERVAISE DAVIS III
Vice President-Legal and Secretary
1
<Page>
VERIFICATION
I declare under penalty of perjury that the matters set forth in the
foregoing Certificate of Amendment are true and correct of my own knowledge.
Executed at Monterey, California on June 10, 1982.
/s/ G. Gervaise Davis III
----------------------------
G. GERVAISE DAVIS III
2
<Page>
CAP STR CHG
372980
A263795
FILED
In the office of the Secretary of State
of the State of California
APR 12 1983
MARCH FONG EU, Secretary of State
By /s/ [ILLEGIBLE]
---------------
Deputy
CERTIFICATE OF AMENDMENT
OF ARTICLES OF INCORPORATION
OF
AMERICAN RECREATION CENTERS, INC.
G. GERVAISE DAVIS III hereby certifies that:
1. He is now and at all times herein mentioned was the duly elected and
acting Vice President-Legal and the Secretary of AMERICAN RECREATION CENTERS,
INC., a California corporation.
2. At a meeting of the Board of Directors of the corporation duly held at
Monterey, California on March 30, 1983, the following resolution was duly
adopted:
RESOLVED, that Article Fifth of the Articles of Incorporation of AMERICAN
RECREATION CENTERS, INC., be amended to read in its entirety as follows:
"FIFTH: The total number of shares which the corporation is authorized to
issue is Eighteen Million Seven Hundred Fifty Thousand (18,750,000) shares.
Each share shall be without par value, and no distinction shall exist
between the shares of the corporation or the holders thereof. Upon the
amendment of this Article to read as hereinabove set forth, each
outstanding share is split up and converted into One and 50/100 (1.50)
shares."
3. The vote or consent of the shareholders of the corporation is not
required under Section 902(c) of the Corporations Code.
/s/ G. Gervaise Davis III
----------------------------
G. GERVAISE DAVIS III
Vice President-Legal and Secretary
<Page>
VERIFICATION
I declare under penalty of perjury that the matters set forth in the
foregoing Certificate of Amendment are true and correct of my own knowledge.
Executed at Monterey, California on April 8, 1983.
/s/ G. Gervaise Davis III
----------------------------
G. GERVAISE DAVIS III
2
<Page>
A301327
372980
FILED
In the office of the Secretary of State
of the State of California
JUL 15 1985
MARCH FONG EU, Secretary of State
By: /s/ [ILLEGIBLE]
-----------------
Deputy
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
AMERICAN RECREATION CENTERS, INC.
G. GERVAISE DAVIS III hereby certifies that:
1. He is now and at all times herein mentioned was the duly elected and
acting Vice President-Legal and Secretary of AMERICAN RECREATION CENTERS, INC.,
a California corporation.
2. Article FIFTH of the Articles of Incorporation is amended in its
entirety to read as follows:
"FIFTH: This Corporation is authorized to issue two classes of
stock, designated "Common Stock" and "Preferred Stock". The total
number of shares which this Corporation is authorized to issue is
Eighteen Million Seven Hundred Fifty Thousand (18,750,000) shares
without par value. The number of shares of Common Stock which this
Corporation is authorized to issue is Thirteen Million Seven Hundred
Fifty Thousand (13,750,000). The number of shares of Preferred Stock
which this Corporation is authorized to issue is Five Million
(5,000,000). The Preferred Stock may be issued from time to time in
one or more series. The Board of Directors of this Corporation is
authorized to determine or alter the rights, preferences, privileges
and restrictions granted to or imposed upon any wholly unissued
shares of Preferred Stock, and within the limitations or
restrictions stated in any resolution or resolutions of the Board of
Directors originally fixing the number of shares constituting any
series of preferred stock, to increase or decrease (but not below
the number of shares of any such series then outstanding) the number
of shares of any series subsequent to the issuance of shares of that
series, to determine the designation of any series, and to fix the
number of shares of any series. Upon the amendment of this article
to read as hereinabove set forth, each outstanding share of capital
stock is reconstituted as one share of Common Stock.
3. The foregoing amendment of the Articles of Incorporation has been duly
approved by the Board of Directors.
4. The foregoing amendment of Articles of Incorporation has been duly
approved by the required vote of shareholders in accordance with Section 902 of
the Corporations Code. The total number of outstanding shares of the
Corporation on the date of the shareholder vote was 2,709,024. The number of
shares voting
<Page>
in favor of the amendment equaled or exceeded the vote required. The percentage
vote required was more than 50%.
I further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of my own knowledge.
Executed at Monterey, California on July 12, 1985.
/s/ G. Gervaise Davis III
----------------------------------
G. GERVAISE DAVIS III
Vice President/Legal and Secretary
<Page>
A301328
372980
FILED
In the office of the Secretary of State
of the State of California
JUL 15 1985
MARCH FONG EU, Secretary of State
By: /s/ [ILLEGIBLE]
-----------------
Deputy
CERTIFICATE OF AMENDMENT
OF ARTICLES OF INCORPORATION
OF
AMERICAN RECREATION CENTERS, INC.
G. GERVAISE DAVIS III hereby certifies that:
1. He is now and at all times herein mentioned was the duly elected and
acting Vice President-Legal and the Secretary of AMERICAN RECREATION CENTERS,
INC., a California corporation.
2. At a meeting of the Board of Directors of the Corporation duly held at
Monterey, California on May 17, 1985, the following resolution was duly adopted:
RESOLVED, that Article Fifth of the Articles of Incorporation of
AMERICAN RECREATION CENTERS, INC. be amended to read in its entirety
as follows:
"FIFTH: "This Corporation is authorized to issue two classes of
stock, designated "Common Stock" and "Preferred Stock". The total
number of shares which this Corporation is authorized to issue is
Twenty-two Million One Hundred Eighty-seven Thousand Five Hundred
(22,187,500) shares without part value. The number of shares of
Common Stock which this Corporation is authorized to issue is
Seventeen Million One Hundred Eighty-seven Thousand Five Hundred
(17,187,500). The number of shares of Preferred Stock which this
Corporation is authorized to issue is Five Million (5,000,000). The
Preferred Stock may be issued from time to time in one or more
series. The Board of Directors of this Corporation is authorized to
determine or alter the rights, preferences, privileges and
restrictions granted to or imposed upon any wholly unissued shares
of Preferred Stock, and within the limitations or restrictions
stated in any resolution or resolutions of the Board of Directors
originally fixing the number of shares constituting any series of
preferred stock, to increase or decrease (but not below the number
of shares of any such series then outstanding) the
1
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number of shares of any series subsequent to the issuance of shares
of that series, to determine the designation of any series, and to
fix the number of shares of any series. Upon the amendment of this
Article to read as hereinabove set forth, each outstanding share of
Common Stock is split up and converted into One and 25/100 (1.25)
shares."
3. The vote or consent of the shareholders of the Corporation is not
required under Section 902(c) of the Corporations Code.
I further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of my own knowledge.
Executed at Monterey, California on July 12, 1985.
/s/ G. Gervaise Davis III
----------------------------------
G. GERVAISE DAVIS III
Vice President-Legal and Secretary
2
<Page>
A319575
372980
FILED
In the office of the Secretary of State
of the State of California
AUG 1 1986
/s/ March Fong Eu
MARCH FONG EU, Secretary of State
CERTIFICATE OF AMENDMENT
OF ARTICLES OF INCORPORATION
OF
AMERICAN RECREATION CENTERS, INC.
G. GERVAISE DAVIS III hereby certifies that:
1. He is now and at all times herein mentioned was the duly elected and
acting Vice President-Legal and the Secretary of AMERICAN RECREATION CENTERS,
INC., a California corporation.
2. At a meeting of the Board of Directors of the Corporation duly held at
Sacramento, California on May 23, 1986, the following resolution was duly
adopted:
RESOLVED, that Article Fifth of the Articles of Incorporation of
AMERICAN RECREATION CENTERS, INC. be amended to read in its entirety
as follows:
"FIFTH: "This Corporation is authorized to issue two classes of
stock, designated "Common Stock" and "Preferred Stock". The total
number of shares which this Corporation is authorized to issue is
Twenty-six Million Four Hundred Eighty-four Thousand Three Hundred
Seventy-five (26,484,375) shares without par value. The number of
shares of Common Stock which this Corporation is authorized to issue
is Twenty-one Million Four Hundred Eighty-four Thousand Three
Hundred Seventy-five (21,484,375) shares. The number of shares of
Preferred Stock which this Corporation is authorized to issue is
Five Million (5,000,000). The Preferred Stock may be issued from
time to time in one or more series. The Board of Directors of this
Corporation is authorized to determine or alter the rights,
preferences, privileges and restrictions granted to or imposed upon
any wholly unissued shares of Preferred Stock, and within the
limitations or restrictions stated in any resolution or resolutions
of the Board of Directors originally fixing the number of shares
constituting any series of preferred stock, to increase or decrease
(but not below the number of shares of any such series then
outstanding) the number of shares of any series subsequent to the
issuance of shares of that series, to determine the designation of
any series, and to fix the number of shares of any series. Upon the
amendment of this Article to read as hereinabove set forth, each
out-
<Page>
standing share of Common Stock is split up and converted into One
and 25/100 (1.25) shares."
3. The vote or consent of the shareholders of the Corporation is not
required under Section 902(c) of the Corporations Code.
I further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of my own knowledge.
Executed at Monterey, California on July 31, 1986.
/s/ G. Gervaise Davis III
----------------------------------
G. GERVAISE DAVIS III
Vice President/Legal and Secretary
<Page>
A361277
372980
FILED
In the office of the Secretary of State
of the State of California
NOV 17 1988
/s/ March Fong Eu
MARCH FONG EU, Secretary of State
CERTIFICATE OF AMENDMENTS
OF ARTICLES OF INCORPORATION
OF
AMERICAN RECREATION CENTERS, INC.
ROBERT FEUCHTER and G. GERVAISE DAVIS III hereby certify that:
1. They are the President and Secretary, respectively, of AMERICAN
RECREATION CENTERS, INC., a California corporation.
2. Article Sixth of the Articles of Incorporation of this Corporation is
added and reads as follows:
"SIXTH: The liability of the directors of the Corporation for monetary
damages shall be eliminated to the fullest extent permissible under
California law."
3. Article Seventh of the Articles of Incorporation of this Corporation
is added and reads as follows:
"SEVENTH: The Corporation is authorized under Section 317 of the
California Corporations Code, to indemnify its agents (as defined in
Section 317), whether by bylaw, agreement, or otherwise, in excess of
that expressly permitted by Section 317, for claims made against them
alleging a breach of duty to the Corporation or its shareholders,
subject to the limits set forth in Section 204 of the California
Corporations Code."
4. The foregoing amendments of Articles of Incorporation have been duly
approved by the Board of Directors.
5. The foregoing amendments of articles of incorporation have been duly
approved by the required vote of shareholders in accordance with Section 902 of
the Corporations Code. The total number of outstanding shares is 4,740,970. The
number of shares voting in favor of the amendment equaled or exceeded the vote
required. The percentage vote required was more than 50%.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
Date: November 9, 1988
AMERICAN RECREATION CENTERS, INC.
By: /s/ Robert Feuchter
-------------------------------
ROBERT FEUCHTER
President
By: /s/ G. Gervaise Davis III
-------------------------------
G. GERVAISE DAVIS III
Secretary