Exhibit 3.155
[GRAPHIC OMITTED]
State
of
California
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SECRETARY OF STATE'S OFFICE
CORPORATION DIVISION
I, TONY MILLER, Acting Secretary of State of the State of California,
hereby certify:
That the annexed transcript has been compared with the corporate record on
file in this purports to be a copy, and that same is full, true and correct.
IN WITNESS WHEREOF, I execute
this certificate and affix the Great
Seal of the State of California this
JUL 5 1994
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[SEAL OF THE STATE OF CALIFORNIA OMITTED]
/s/ Tony Miller
Acting Secretary of State
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ENDORSED
FILED
In the office of the Secretary of State
of the State of California
AUG 29 1975
EDMUND G. BROWN, Jr., Secretary of State
By BILL HOLDEN
Deputy
ARTICLES OF INCORPORATION
OF
MIRAMAR PUBLISHING COMPANY
I
The name of this corporation shall be
MIRAMAR PUBLISHING COMPANY
II
The specific business in which the corporation will primarily engage
is the publication of trade magazines.
III
The purposes for which this corporation is formed in addition to
conducting the primary business hereinbefore described, are the following:
(1) To engage in one or more other businesses or transactions which the
Board of Directors of the corporation may from time to time
authorize or approve, whether related or unrelated to the business
described in Article II above or to any other business then or
theretofore done by this corporation.
(2) To purchase, lease, sell, convey, mortgage, hypothecate and/or
encumber such real and personal property as may be requisite or
necessary in connection with the operation of this corporation.
1.
(3) To exercise any and all rights and powers which a corporation may
now or hereafter exercise.
(4) To act as principal, agent, joint venturer, partner or in any other
capacity which may be authorized or approved by the Board of
Directors of this corporation.
(5) To transact business in the State of California or in any other
jurisdiction of the United States Of America or elsewhere in the
world.
The foregoing statement of purposes shall be construed as a
statement of both purposes and powers, and the purposes and powers in each
clause shall, except where otherwise expressed, be in no wise limited or
restricted by reference to or inference from the terms or provisions of any
other clause but shall be regarded as independent purposes and powers.
IV
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 the
County of Los Angeles.
V
This corporation is authorized to issue only one class of shares;
the total number of such shares is seven hundred fifty (750); all such shares
are to have a par value of one hundred dollars ($100.00) per share; the
aggregate
2.
par value of all shares is seventy-five thousand dollars ($75,000.00).
VI
The number of Directors of the corporation shall be three (3).
VII
The names and addresses of the persons who are appointed to act as
the first Directors of the corporation are:
Name Address
Harriet Hamilton 6380 Wilshire Boulevard
Los Angeles, California 90048
Ann J. Graham 11320 Exposition Boulevard
Los Angeles, California 90064
Bonnie J. Black 6330 Green Valley Circle
Culver City, California 90230
IN WITNESS WHEREOF, for the purpose of forming this corporation
under the laws of the State of California, the undersigned, constituting the
persons named hereinabove as the first Directors of this corporation, have
executed these Articles Of Incorporation this 21st day of August, 1973.
/s/ Harriet Hamilton
--------------------
Harriet Hamilton
/s/ Ann J. Graham
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Ann J. Graham
/s/ Bonnie J. Black
--------------------
Bonnie J. Black
3.
STATE OF CALIFORNIA )
) ss.
COUNTY OF LOS ANGELES )
On August 21, 1973, before me, the undersigned, a Notary Public in
and for said State, personally appeared HARRIET HAMILTON, ANN J. GRAHAM, and
BONNIE J. BLACK, known to me to be the persons whose names are subscribed to the
foregoing Articles Of Incorporation and acknowledged that they executed the
same.
WITNESS my hand and official seal.
====================================================
OFFICIAL SEAL
[SEAL OMITTED] AUDREY DEUTSCH /s/ Audrey Deutsch
NOTARY PUBLIC - CALIFORNIA ------------------
LOS ANGELES COUNTY Notary Public
My Commission Expires Apr. 27, 1976
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4.
(Department of ------------------------------------------
Corporations DEPARTMENT OF CORPORATIONS
Use Only) FILE NO., If Any
Fee Paid $___________ (Insert File Number(s) of Previous Filings
Before the Department, If Any)
Receipt No.__________ ------------------------------------------
- --------------------- FEE: $25.00
TO THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA
Notice of Issuance of Securities Pursuant to Subdivision (h) of
Section 25102 of the California Corporations Code
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Name of Issuer
MIRAMAR PUBLISHING COMPANY
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State of Incorporation
California
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Address of Principal Place of Business
Number and Street City State Zip Code
2048 Cotner Avenue Los Angeles California 90025
- --------------------------------------------------------------------------------
1. Under the exemption provided by Section 25102(h), shares of voting common
stock have been or are proposed to he issued pursuant to this Notice to not more
than 10 persons, whose names are set forth below:
Francis B. Frank
- ----------------------------------- --------------------------------------
James J. Gartland
- ----------------------------------- --------------------------------------
- ----------------------------------- --------------------------------------
- ----------------------------------- --------------------------------------
- ----------------------------------- --------------------------------------
2. Immediately after the issuance and sale of such shares, the above-named
issuer had or will have only one class of stock outstanding which was or will he
owned beneficially by no more than 10 persons.
Mailed with check for $25.00 on 4/27/78. vn
3. The offer and sale of such shares was not nor will be accompanied by the
publication of any advertisement and neither selling expenses nor promotional
considerations were or will be given, paid or incurred in connection therewith.
4. Pursuant to the requirements of Section 260.102.6 of Title 10 of the
California Administrative Code, all certificates evidencing such shares bear or
will bear on their face the legend required by such Section, and a Copy of such
Section has been or will be delivered to each issuee or transferee of the
shares.
The undersigned officer of the issuer hereby declares that the foregoing
is true under penalty of perjury. Executed at Los Angeles, California this 26
day of April, 1978.
/s/ James Gartland
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Name
President
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Title
NOTE If the officer signs this form outside of California, there must be
attached a verification executed and sworn to before a notary public.
OPINION OF COUNSEL
I certify that I am an active member of the State Bar of California. On
the basis of the facts stated in the foregoing Notice and other information,
including representations as to the type of consideration received or to be
received, supplied to me by officials and shareholders of the issuer and by
proposed issuees, it is my opinion that the exemption from qualification with
the Commissioner of Corporations provided by Subdivison (h) of Section 25102 of
the California Corporations Code is available for the offer and sale of the
shares referred to in this Notice.
/s/ Gilbert Woolway
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Member of the State of California Gilbert Woolway
800 West First Street
Los Angeles, California 90012
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Address Tel. No.
GILBERT WOOLWAY
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Firm Name
(This opinion of counsel must be signed by an active member of the State Bar of
California. Type name of attorney, address, phone number and firm name, if any,
under signature.)
NOTE: If the issuer is a non-California corporation, a Consent to Service of
Process as prescribed in the Commissioner's Rule 102.8(b) must be Filed
concurrently.
ENDORSED
FILED
In the office of the Secretary of State
of the State of California
JUN 30 1994
TONY MILLER, Acting Secretary of State
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
MIRAMAR PUBLISHING COMPANY
TIMOTHY NOVOSELSKI and DENISE NOVOSELSKI certify that:
1. They are the President and Secretary of Miramar Publishing Company, a
California corporation, respectively.
2. Article I of the Articles of Incorporation is hereby amended as
follows:
I.
The name of this Corporation shall be
MIRAMAR COMMUNICATIONS, INC.
3. The foregoing amendment of the Articles of Incorporation has been
duly approved by the directors.
4. The foregoing amendment of the Articles of Incorporation has been
duly approved by the required vote of shareholders in accordance
with Section 902 of the California Corporations Code. The total
number of outstanding common shares entitle to vote with respect to
the amendment was 100. The number of shares voting in favor of the
amendment equalled or exceeded the vote required. The vote required
was more than fifty percent (50%).
The undersigned 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 their own respective knowledge, and this Certificate is executed
in Los Angeles, California.
DATED: June 8, 1994
/s/ Timothy Novoselski
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TIMOTHY NOVOSELSKI, President
/s/ Denise Novoselski
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DENISE NOVOSELSKI, Secretary