Exhibit 3.135
785031
ENDORSED
FILED
In the office of the Secretary of State
in the State of California
AUG 28 1976
MARCH FONG EU, Secretary of State
By Irene Sanchez
Deputy
ARTICLES OF INCORPORATION
OF
PLAZA PUBLISHING COMPANY
FIRST: The name of this corporation is Plaza Publishing Company.
SECOND: The purposes of the corporation are:
A. Primarily to engage in the specific business of publishing books,
magazines, articles, periodicals and other printed matter.
B. To produce, purchase, or otherwise acquire all or specified
rights in manuscripts, articles and other materials of any and every kind and to
print, publish, distribute, market, or sell at wholesale and retail, license or
otherwise dispose of manuscripts, articles, books, magazines, periodicals and
printed matter.
C. To engage in any business, whether related or unrelated to those
described in clauses A and B of this Article, that may from time to time be
authorized or approved by the Board of Directors of this Corporation.
D. To act as principal, agent, partner or joint venturer or in any
other legal capacity whenever deemed advisable by the Board of Directors.
E. To do business anywhere in the world.
F. To have and to exercise all the rights and powers that are now or
may hereafter be granted to a corporation by law.
C. To establish and carry out, alter or amend such systems, plans,
or trusts for providing pensions for employees, officers and directors of the
corporation as the Board of Directors may determine and so as to be a business
expense of the corporation, with or without contributions from the
beneficiaries.
H. To provide, alter, or amend such methods or plans for employees,
officers, and directors to participate in the profits of the corporation as the
Board of Directors may determine, including profit sharing plans and stock
purchase plans with restricted stock options.
The above purposes are not limited by reference to or inference from one
another. Each clause is to be construed as a separate statement conferring
independent purposes and powers on the corporation. The foregoing shall be
construed as objects and powers, and the enumeration thereof shall not be held
to limit or restrict, in any manner, the general powers now or hereafter
conferred on this Corporation by the Laws of the State of California.
-2-
THIRD: The county in the State of California where the principal office
for the transaction of the business of this corporation is to be located is
Orange County.
FOURTH: The number of directors of the corporation is four (4). This
number can be changed by a By-Law adopted by the shareholders of the
corporation.
The names and addresses of the persons who are appointed to act as
the first directors are as follows:
Tolman Geffs Jack C. Polley
4230 Park Newport, #207 20 Dogwood South
Newport Beach, CA 92660 Irvine, CA 92664
Lorna Ziler Polley Richard J. Schwarzstein
20 Dogwood South 441 El Bosque
Irvine, CA 92664 Laguna Beach, CA 92651
FIFTH: The corporation is authorized to issue only one class of shares of
stock. The total number of shares that the corporation is authorized to issue is
One Hundred Thousand (100,000). The aggregate par value of the shares is One
Hundred Thousand Dollars ($100,000), and the par value of each share is One
Dollar ($1). No distinction shall exist between the shares of the corporation
nor between the holders thereof.
-3-
SIXTH: By-Laws of the corporation may be adopted, amended; or repealed by
the vote or written assent of the shareholders entitled to exercise a majority
of the voting power of the corporation, or, subject to the right of the
shareholders to adopt, amend, or repeal By-Laws, by the vote or written assent
of a majority of the members of the Board of Directors, and not otherwise.
IN WITNESS WHEREOF, the undersigned who are the incorporators and
the above named first directors of this corporation, have executed these
Articles of Incorporation on 18th day of August, 1976.
/s/ Tolman Geffs /s/ Jack C. Polley
- ------------------------------ ------------------------------
Tolman Geffs Jack C. Polley
/s/ Lorna Ziler Polley /s/ Richard J. Schwarzstein
- ------------------------------ ------------------------------
Lorna Ziler Polley Richard J. Schwarzstein
-4-
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 of our own
knowledge.
Dated: June 2, 1983.
/s/ Tolman Geffs
-----------------------------------
Tolman F. Geffs, President
/s/ Richard J. Schwarzstein
-----------------------------------
Richard J. Schwarzstein,
Secretary
STATE OF CALIFORNIA )
) ss.
COUNTY OF ORANGE )
On this 1st day of August, 1976, before me, the undersigned, a Notary
Public in and for said County and State, personally appeared Richard J.
Schwarzstein, known to me to be the persons who executed the foregoing Articles
of Incorporation and acknowledged to me that he executed the same.
WITNESS my hand and offical seal.
OFFICIAL SEAL
[SEAL] SUSAN L. DAVIS /s/ Susan L. Davis
NOTARY PUBLIC CALIFORNIA -----------------------------
[Illegible], OFFICE IN Notary Public in and for said
ORANGE COUNTY Country and State
My Commission Expires November 25, 1978
STATE OF CALIFORNIA )
) ss.
COUNTY OF ORANGE )
On this 20th day of August, 1976, before me, the undersigned, a Notary
Public in and for said County and State, personally appeared Tolman Geffs, Lorna
Ziler Polley, and Jack C. Polley, known to me to be the person(s) who executed
the foregoing Articles of Incorporation and acknowledged to me that they
executed the same.
WITNESS my hand and official seal.
/s/ Richard J. Schwarzstein
-----------------------------
Notary Pubflc in and for said
County and State
OFFICIAL SEAL
[SEAL] RICHARD J. SCHWARZSTEIN
NOTARY PUBLIC CALIFORNIA
[Illegible], OFFICE IN
ORANGE COUNTY
My Commission Expires October 8, 1978
-5-
ENDORSED
FILED
In the Office of the Secretary of State
of the State of California
APR 26 1983
MARCH FONG EU, Secretary of State
By JAMES E. HARRIS
Deputy
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
PLAZA PUBLISHING COMPANY
Tolman Geffs and Richard J. Schwarzstein certify that:
1. They are the president and secretary of Plaza Publishing Company, a
California Corporation.
2. The "FIRST" paragraph of the Articles of Incorporation of this Corporation
is amended to read as follows:
"FIRST: The name of this Corporation is PLAZA COMMUNICATIONS, INC."
3. The "FIFTH" paragraph of the Articles of Incorporation of this Corporation
is amended to read as follows:
"FIFTH: This Corporation is authorized to issue only one class of
shares of stock, designated "Common Stock" and the total number of
shares which this Corporation is authorized to issue is 10 million
(10,000,000) . The aggregate par value of the shares is 10 million
($10,000,000) dollars, and the par value of each share is one dollar
($1.00). No distinction shall exist between the shares of the
Corporation nor between the holders thereof."
4. The foregoing amendment of Articles of Incorporation has been duly
approved by the Board of Directors.
5. 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 1,000. 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/ Tolman Geffs, President
----------------------------------
Tolman Geffs, President
/s/ Richard J. Schwarzstein, Secretary
----------------------------------
Richard J. Schwarzstein, Secretary
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 of our own
knowledge.
Date: April 22, 1983
/s/ Tolman Geffs, President
----------------------------------
Tolman Geffs, President
/s/ Richard J. Schwarzstein, Secretary
----------------------------------
Richard J. Schwarzstein, Secretary
ENDORSED
FILED
In the office of the Secretary of State
of the State of California
JUN 3 1983
MARCH FONG EU, Secretary of State
By JAMES E. HARRIS
Deputy
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
PLAZA COMMUNICATIONS, INC.
Tolman F. Geffs and Richard J. Schwarzstein certify that:
1. They are the President and Secretary of Plaza Coimmunications, Inc., a
California corporation.
2. The SECOND paragraph of the Articles of Incorporation of this Corporation is
amended to read as follows:
"SECOND: The purpose of this Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General
Corporation Law of California, other than the banking business, the trust
company business, or the practice of a profession permitted to be
incorporated by the California Corporations Code."
3. The FOURTH paragraph of the Articles of Incorporation of this Corporation
shall be striken from the Articles.
4. The FIFTH paragraph of the Articles of Incorporation of this Corporation is
amended to read as follows:
"FIFTH: This Corporation is authorized to issue only one class of shares
of stock, designated "Common Stock" and the total number of shares which
this Corporation is authorized to issue is 10 million (10,000,000). No
distinction shall exist between the shares of the Corporation nor between
the holders thereof. Upon amendment of this article to read as herein set
forth, each outstanding share is split up and converted into 2525 shares."
5. The Articles of Incorporation of this Corporation are amended by adding a
paragraph SEVENTH to read as follows:
"SEVENTH: This Corporation elects to be governed by all of the provisions
of the General Corporation Law of 1977 not otherwise applicable to it
under the provisions of ss 2300-2319 of the California Corporations Code."
6. The foregoing amendment of the Articles of Incorporation has been approved by
the Board of Directors.
7. The Corporation has only one' class of shares outstanding. The amendment adds
a paragraph whereby the Corporation elects to be governed by all of the
provisions of the General Corcoration Law of 1977, and makes no change in the
Articles of Incorporation other than to conform the statement of purposes and
powers to subdivision (b) of Section 202 of the Corporation Code, to delete any
reference to par value, to delete any statements regarding the number of
directors, to delete the names and addresses of the first directors, and to
effect a stock split, and is an amendment that may be adopted by the Board alone
pursuant to Sections 2302, 902(c) and 902(d) of the California Corporations
Code.
/s/ Tolman Geffs, President
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Tolman Geffs, President
/s/ Richard J. Schwarzstein, Secretary
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Richard J. Schwarzstein, Secretary