EXHIBIT 3.5
ARTICLES OF INCORPORATION
OF
ARGOSY OF LOUISIANA, INC.
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
BE IT KNOWN, on this 29TH day of July, 1993, before me, the undersigned
Notary Public, personally came and appeared:
H. STEVEN NORTON
a resident of full age of majority of the County of MADISON, State of Illinois,
who declared to me, in the presence of the undersigned competent witnesses, that
availing himself of the provisions of the Louisiana Business Corporation Law
(Title 12, Chapter 1, Louisiana Revised Statutes of 1950, as revised and
codified by Act 105 of 1968, Legislature of Louisiana), he does hereby organized
himself, his successors and assigns, into a corporation in pursuant of that law,
under and in accordance with the following Articles of Incorporation:
ARTICLE I
CORPORATE NAME
The name of the corporation is ARGOSY OF LOUISIANA, INC.
ARTICLE II
CORPORATE PURPOSE
The Corporation's purpose is to engage in any lawful activity for which
corporations may be formed under the Business Corporation Law of Louisiana.
ARTICLE III
AUTHORIZED STOCK
The Corporation is authorized to issue 10,000 shares stock at no par
value.
ARTICLE IV
INCORPORATOR
The incorporator's name and address is:
H. Steven Norton
219 Piasa Street
Alton, Illinois 62002
ARTICLE V
CORPORATION ACTION BY SHAREHOLDERS
Any corporate action of shareholders, including specifically but not by
way of limitation, adoption of amendments to the articles, approval of merger
and consolidation agreements, and authorization of voluntary disposition of all
or substantially all the corporate assets, may be taken on affirmative vote of a
majority of the voting power present.
ARTICLE VI
ELECTION OF DIRECTORS
In the election or removal of directors, each shareholder of record is
entitled to multiply the number of votes to which he is entitled by the number
of directors to be elected, and to cast all such votes for one candidate or
distribute them among any two or more candidates.
ARTICLE VII
DIRECTOR'S PROXY
Any director absent from a meeting of the board or any committee
thereof may be represented by any other director or shareholder who may cast
the absent director's vote according to his written instructions, general or
special.
ARTICLE VIII
STOCK BUY-SELL AGREEMENT
The holders of the shares of common stock shall not sell any of the
same to any third person until such holder desiring to sell shall have first
offered the same through the secretary of the Corporation to the other holders
of common stock in writing for a period of thirty (30) days at the same price at
which an acceptable bona fide offer therefor from a third person whose name and
address shall be disclosed, may have been received by such holder. Within the
first twenty (20) days of the thirty (30) day period the other then registered
holders of common stock shall have the right to purchase said stock so offered
in proportion to their holdings of common stock. In the next ten (10) days of
the thirty (30) day period, the shareholders electing to purchase common stock
shall have the right to purchase the stock offered but not theretofore purchased
by the other holders of common stock. Any stock not purchased on the thirtieth
(30) day may be purchased by the Corporation according to law.
ARTICLE IX
INDEMNIFICATION AND DIRECTORS AND OFFICERS LIABILITY
A director or officer of the Corporation shall not be personally liable
to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director or officer, except for liability (i) for any breach
of the director's or officer's duty of loyalty to the Corporation or its
stockholders, (ii) for acts of omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 92(D)
of the Louisiana Business Corporation Law, or
(iv) for any transaction from which the director or officer derived any
improper personal benefit. If the Louisiana Business corporation is amended
after approval by the stockholders of this article to authorize corporate
action further eliminating or limiting the personal liability of directors or
officers, then the liability of a director or officer of the Corporation
shall be eliminated or limited to the fullest extent permitted by the
Louisiana Business Corporation law, as so amended.
Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director or officer of the Corporation exising
at the time of such repeal or modification.
The Corporation shall indemnify and hold harmless each director and
officer now or hereinafter serving the Corporation from and against any and
all claims and liabilities to which he may be or become subject by reason of
his now or hereafter being or having heretofore been a director or officer of
the Corporation and/or by reason of his alleged acts of omissions as such
officer or director at the time when any such claim or liability is asserted,
and shall reimburse each such director and officer for all legal and other
expenses reasonably incurred by him in connection with defending any and all
such claims or liabilities, including amounts paid or agreed to be paid in
connection with reasonable settlement made before final adjudication with the
approval of the Board of Directors, whether or not he continues to be such
officer or director at the time such expenses are incurred; provided,
however, that no director or officer shall be indemnified against any claim
or liability arising out of his own negligence or willful misconduct or shall
be indemnified against or reimbursed for any expenses incurred in defending
any and all such claims or liability or in settling the same unless in the
judgment of the directors or the shareholders of the Corporation the director
or officer against whom such claim or liability is asserted has not been
guilty of negligence or willful misconduct. The foregoing right of
indemnification shall not be exclusive of other rights to which any director
or officer may be entitled as a matter of law.
INITIAL REPORT BY DOMESTIC CORPORATIONS [SEAL]
(To be filed when the Articles of Incorporation are filed)
(R.S. 1950. 12:101)
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State of Louisiana
Parish of EAST BATON ROUGE
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To: The Secretary of State
Baton Rouge, Louisiana
Complying with R.S. 1950, 12:101, ARGOSY OF LOUISIANA, INC.
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(Name of Corporation)
hereby makes its initial report as follows:
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Municipal Address of Location of its Registered Office
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Premier Bank Building, 8th Floor, 451 Florida Street, Baton Rouge, LA 70801
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Name and Municipal Address or Location of Each Registered Agent
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John S. Campbell, Jr., Premier Bank Building, 8th Floor, 451 Florida Street,
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Baton Rouge, LA 70801
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The undersigned accepts the designation as registered agent as pursuant to Act
769 of 1987. I hereby accept the appointment of registered agent(s).
Registered agent(s) signature(s):
/S/ John S. Campbell, Jr.
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John S. Campbell, Jr. Sworn to and subscribed before me,
this 29th day of July, 1993
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- ------------------------------------ /S/ [ILLEGIBLE]
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Notary Public
Name & Address of the First Directors (if selected when articles are filed)
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Dated at Baton Rouge, LA, on the 29th, day of July, 19__
/S/ H. Steven Norton
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H. Steven Norton