Exhibit 3.163
JIM EDGAR
Secretary of State
State of Illinois
ARTICLES OF INCORPORATION
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Submit in Duplicate This Spec. For Use By
Secretary of State
Payment must be made by Certified
Check, Cashier's Check, Illinois Date 1-19-89
Attorney's Check, Illinois C.P.A.'s
Check or Money Order, Payable to License Fee $ .50
"Secretary of State" Franchise Tax $ 25.00
Filing Fee $ 75.00
DO NOT SEND CASH --------
- ---------------------------------- Clerk 100.50
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Pursuant to the provisions of "The Business Corporation Act of 1983", the
undersigned incorporator(s) hereby adopt the following Articles of
Incorporation.
ARTICLE ONE The name of the corporation is VEGETARIAN TIMES, INC.
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(Shall contain the word
"corporation", "company",
"incorporated",
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"limited", or an abbreviation thereof)
ARTICLE TWO The name and address of the initial registered agent and its
registered office are:
Registered Agent
Thomas Robert Leavens
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First Name Middle Name Last Name
Registered Office
500 West Madison 40th Floor
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Number Street Suite # (A.P.0.
Box alone is not
acceptable)
Chicago 60606 Cook
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City Zip Code County
ART1CLE THREE The purpose or purposes for which the corporation is organized
are:
if not sufficient space to cover the point add one or more
sheets of this size
The purposes for which the Corporation is organized are to engage in the
transaction of any or all lawful activities for which corporations may be
incorporated under the Illinois Business Corporation Act of 1983.
ARTICLE FOUR Paragraph 1: The authorized shares shall be:
Class *Par Value per share Number of shares authorized
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Common n/a 10,000
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Preferred $100 1,000
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Paragraph 2: The preferences, qualifications, limitations,
restrictions and the special or relative rights in respect of
the shares of each class are:
if not sufficient space to cover the point add one or more
sheets of this size
The Preferred shares shall be subject to the preferences, qualifications,
limitations, restrictions and the special or relative rights as set forth in the
additional sheets attached hereto:
ARTICLE FIVE The number of shares to be issued initially, and the consideration
to be received by the corporation therefor are:
*Par Value Number of shares Consideration to be
Class per share proposed to be Issued received therefor
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Common n/a 100 $ 100
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$
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$
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$
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TOTAL $ 100
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* A declaration as to a "par value" is optional. This space may be marked
"n/a" when no reference to a par value is
ARTICLE SIX OPTIONAL
The number of directors constituting the initial board of directors of the
corporation is _________, 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:
Name Residential Address
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ARTICLE SEVEN OPTIONAL
(a) It is estimated that the value of all property $ ___________
to be owned by the corporation for the
following year wherever located will be:
(b) It is estimated that the value of the property $ ___________
to be located within the State of Illinois
during the following year will be:
(c) It is estimated that the gross amount of $ ___________
business which will be transacted by the
corporation during the following year will be:
(d) It is estimated that the gross amount of $ ___________
business which will be transacted from places
of business in the State of Illinois during the
following year will be:
ARTICLE EIGHT OTHER PROVISIONS
Attach a separate sheet of this size for any other provision to be included in
the Articles of Incorporation, e.g., authorizing pre-emptive rights; denying
cumulative voting; regulating internal affairs; voting majority requirements;
fixing a duration other than perpetual; etc.
NAMES & ADDRESSES OF INCORPORATORS
The undersigned incorporator(s) hereby declare(s), under penalties of
perjury, that the statements made in the foregoing Articles of Incorporation
are true.
Dated January 18, 1989
Signatures and Names Post Office Address
1. /s/ Paul Obis, Jr. 1. 218 South Elmwood
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Signature Street
Paul Obis, Jr. Oak Park, IL 60302
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Name (Please Print) City/Town State Zip
2. /s/ Clare Obis 2. 218 South Elmwood
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Signature Street
Clare Obis Oak Park, IL 60302
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Name (Please Print) City/Town State Zip
3. 3.
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Signature Street
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Name (Please Print) City/Town State Zip
(Signatures must be in ink on original document. Carbon copy, xerox or rubber
stamp signatures may only be used on conformed copies.)
NOTE: If a corporation acts as incorporator, the name of the corporation and the
state of incorporation shall be shown and the execution shall be by its
President or Vice-President and verified by him, and attested by its Secretary
or an Assistant Secretary.
FILED
JAN 19 1989
JIM EDGAR
Secretary of State
Form BCA-2.10
File No. ____________
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ARTICLES OF INCORPORATION
FEE SCHEDULE
The following fees are required to be paid at the time of issuing the
Certificate of Incorporation: FILING FEE $75.00; INITIAL LICENSE FEE of 1/20th
of 1% of the Consideration to be received or initial issued shares (See Art. 5).
MINIMUM 50; INITIAL FRANCHISE TAX of 1/10 of 1% of the consideration to be
received for initial issued shares (see Art. 5). MINIMUM $25.00.
EXAMPLES OF TOTAL DUE
Consideration to TOTAL
be Received Due*
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up to $1,000 $100.50
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$ 5,000 $102.50
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$ 10,000 $105.00
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$ 25,000 $112.50
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$ 50,000 $150.00
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$100,000 $225.0O
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includes Filing Fee + License Fee + Franchise Tax
RETURN TO:
Corporation Department
Secretary of State
Springfield, Illinois 62756
Telephone: (217) 782-6961
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Continuation of Article Four Paragraph 2
A. The holders of preferred stock shall not be entitled to vote, except as
hereinafter provided and except as otherwise provided by law. Furthermore,
no reclassification of the shares of the Corporation or reorganization of
the Corporation in any manner provided by law shall be valid unless:
(a) all of the holders of preferred shares, voting as a class, approve;
and
(b) provision is made for payment of any and all aggregate declared but
unpaid dividends then in arrears to the holders of preferred shares
in cash or property.
B. The preferred shares shall entitle the holders thereof to receive out of
the surplus of the Corporation a non-cumulative dividend at the rate of
10% per annum, payable annually, before any dividend shall be set apart or
paid on any common shares for such years; and the remainder, if any, of
the surplus or net earnings applicable to the payment of dividends shall
be distributed as dividends among the holders of the common shares, as and
when the Board of Directors shall determine. In no event shall any holder
of any common shares receive any dividends unless the aforesaid 10%
dividends have been paid on each preferred share.
C. In case of any liquidation or distribution of assets of the Corporation,
the holders of preferred shares shall be paid the par amounts of such
preferred shares plus an additional 5% of the par amount, together with
any and all aggregate declared, but unpaid, dividends then in arrears to
the holders of preferred shares, before any amount shall be payable to the
holders of the common shares; and after the payment of all of the
aforesaid amounts to all the holders of the preferred shares, the balance
of the assets and funds of the Corporation, if any, shall be distributed
wholly among the holders of the common shares.
The terms "liquidation" or "distribution" in this paragraph C shall
include without limitation any winding up or liquidation of the
Corporation, any bankruptcy or reorganization of the Corporation (whether
private or by State, Federal or other law), any merger or consolidation of
the Corporation with any other corporation, corporations or other entity
or entities (other than a merger that constitutes a mere change in the
state of incorporation), the sale, bulk sale, lease, exchange or
disposition of assets of the Corporation not in
the usual course of business, or any reduction of the capital of the
Corporation resulting in any distribution of its assets to its
shareholders other than preferred shareholders.
D. The Corporation shall have the right to redeem all of the preferred stock,
or any number of the shares thereof, issued and outstanding at any time by
paying to the holders thereof a sum equal to the par value of the
preferred shares plus an additional 5% of that par value.
In the case of the redemption of a part only of the preferred stock at the
time outstanding, the Corporation shall select pro rata the shares to be
redeemed. Notice of the Corporation's election to redeem any preferred
stock shall be given by mailing a copy of such notice, postage prepaid,
not less than 20 days nor more than 40 days prior to the date designated
therein as the date of such redemption, to the holders of record of the
preferred stock to be redeemed, addressed to them at their respective
addresses appearing on the books of the Corporation.
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