Exhibit 3.5
State of California
[GRAPHIC]
SECRETARY OF STATE
I, KEVIN SHELLEY, Secretary of State of the State of California, hereby certify:
That on the 22nd day of June, 1973, AUDIO ENVIRONMENTS, INC. became incorporated
under the laws of the State of California by filing its Articles of
Incorporation in this office.
That all documents amendatory and/or supplementary thereto (including Agreements
of Merger, Restated Articles of Incorporation and Certificates of Determination
of Preferences, if any), recorded in this office for said corporation are as
follows:
DOCUMENT FILED
- -------- -----
RESTATED ARTICLES OF INCORPORATION .............................February 6, 1998
IN WITNESS WHEREOF, I execute this
certificate and affix the Great Seal
of the State of California this day
of April 30, 2003.
[SEAL]
/s/ Kevin Shelley
----------------------------------------
KEVIN SHELLEY
Secretary of State
State of California
[GRAPHIC]
[SEAL]
SECRETARY OF STATE
I, Kevin Shelley, Secretary of State of the State of California, hereby
certify:
That the attached transcript of 8 page(s) was prepared by and in this
office from the record on file, of which it purports to be a copy, and that it
is full, true and correct.
IN WITNESS WHEREOF, I execute this
certificate and affix the Great Seal
of the State of California this day
of APR 30 2003
[SEAL]
/s/ Kevin Shelley
----------------------------------------
Secretary of State
FILED
In the office of the Secretary of State
of the State of California
June 22 1973
____________________ Secretary of State,
/s/ Illegible
----------------------------------------
Deputy
ARTICLES OF INCORPORATION
OF
AUDIO ENVIRONMENTS, INC.
A California Corporation
----------
I. NAME
The name of this corporation is AUDIO ENVIRONMENTS, INC.
II. PURPOSES AND POWERS
Specific Business
The specific business in which this corporation is primarily to engage
is the installation and maintenance of sound and musical systems.
General Purposes and Powers
The general purposes, objects, and powers of this corporation are:
General Business
(a) To engage generally in the business of designing, installing,
operating, maintaining, leasing and selling (wholesale and retail) of sound
systems and planned musical programming and any and all other electronic systems
and apparatus related thereto.
Real and Personal Property
(b) To purchase, lease, exchange or otherwise acquire, own, sell,
mortgage or otherwise encumber real property and personal property.
-1-
Patents and Trademarks
(c) To acquire, hold, use sell, assign, lease, grant, hypothecate,
license, or otherwise dispose of letters-patent of the United States or any
foreign country, patent rights, licenses and privileges, inventions,
improvements and processes, copyrights, trademarks and trade names relating to
or useful in connection with any business of this corporation.
Assets and Obligations of Other Businesses
(d) To acquire the goodwill, rights, assets, and property of any
person, firm, association or corporation, and to undertake or assume the whole
or any part of the obligations or liabilities of any person, firm, association,
or corporation.
Securities of Other Corporations
(e) To acquire, subscribe for, hold, own, pledge, or otherwise dispose
of, and to vote shares of stock, bonds, securities, rights, warrants and options
of any corporation, domestic or foreign.
Borrow Money
(f) To borrow money and issue bonds, debentures, notes, and other
evidences of indebtedness, and to secure the payment or performance of its
obligations by mortgage, deed of trust, security agreement, pledge or otherwise.
Lend Money
(g) To lend money on the security of mortgages, deed of trust,
pledges, security agreements or other hypothecations
-2-
of real and personal property, or to lend without security.
Commercial Paper
(h) To draw, make, accept, endorse, discount, execute or issue
promissory notes, drafts, bills of exchange, warrants and other negotiable or
transferable commercial paper.
Securities of this Corporation
(i) To purchase, hold, sell, and transfer its own stock and
securities, and to grant stock options, so far as may be permitted by law.
Contracts
(j) To enter into and perform contracts made for any lawful purpose.
Transaction of Business
(k) To transact business anywhere in the world.
Forms of Business Organization
(l) To do business under fictitious names; 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.
Other Businesses
(m) To engage in any business or transaction which the Board of
Directors of this corporation may from time to time authorize or approve,
whether related or unrelated to the business described above or to any other
business theretofore done by the corporation.
-3-
Other Powers
(n) To have and exercise all rights and powers now or hereafter
granted to a corporation by law.
Construction of Provisions
The foregoing statement of purposes shall be construed as a statement
of both purposes and powers, and the purposes and powers stated in each clause,
except where otherwise expressed, shall not be 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.
III. PRINCIPAL OFFICE
The principal office of this Corporation for the transaction of
business is in Riverside County, California.
IV. CAPITALIZATION
The total number of shares this corporation is authorized to issue is
Seventy-Five Hundred (7,500) shares, all of one class. The par value of each
share is Ten Dollars ($10.00), and the aggregate par value of all such shares is
Seventy-Five Thousand Dollars ($75,000.00).
V. DIRECTORS
(a) The number of directors of this corporation is three (3).
(b) The names and addresses of the persons appointed to act as the
first directors are:
-4-
NAME ADDRESS
---- -------
WILLIAM T. JONES 4651 Rubidoux Avenue
Riverside, California
FRANCES T. JONES 4651 Rubidoux Avenue
Riverside, California
STEPHEN F. JONES 4651 Rubidoux Avenue
Riverside, California
EXECUTION
IN WITNESS WHEREOF, the undersigned who are the incorporators of and
include the named first directors of this corporation, have executed these
Articles of Incorporation on June 20, 1973, at Riverside, California.
/s/ William T. Jones
----------------------------------------
WILLIAM T. JONES
/s/ Frances T. Jones
----------------------------------------
FRANCES T. JONES
/s/ Stephen F. Jones
----------------------------------------
STEPHEN F. JONES
-5-
ACKNOWLEDGEMENT
STATE OF CALIFORNIA )
:
COUNTY OF RIVERSIDE )
On this 26th day of June, 1973, before me, a Notary Public in and for
said County and State, residing therein, duly commissioned and sworn, personally
appeared WILLIAM T. JONES, FRANCES T. JONES and STEPHEN F. JONES 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 the day and year in this certificate
first above written.
[SEAL]
/s/ Illegible
----------------------------------------
Notary Public in and for said State
-6-
RESTATED
ARTICLES OF INCORPORATION
The undersigned certify that:
1. They are the president and secretary, respectively, of Audio Environments,
Inc., a California corporation.
2. The Articles of Incorporation of this corporation are amended and restated
to read as follows:
I
The name of this corporation is Audio Environments, Inc.
II
The purpose of the 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.
III
The liability of the directors of the corporation for monetary damages
shall be eliminated to the fullest extent permissible under California
law.
IV
The corporation is authorized to indemnify the directors and officers
of the corporation to the fullest extent permissible under California
law.
V
This corporation is authorized to issue only one class of shares of
stock, and the total number of shares which this corporation is
authorized to issue is 7,500.
VI
This corporation elects to be governed by
FILED
In the office of the Secretary of State
of the State of California
FEB 6 1998
/s/ Bill Jones
----------------------------------------
BILL JONES, Secretary of State.
all the provisions of the General Corporation Law of 1977 not
otherwise applicable to it under Chapter 23 of the new law.
3. The foregoing amendment and restatement of Articles of Incorporation has
been duly approved by the board of directors.
4. The foregoing amendment and restatement of Articles of Incorporation has
been duly approved by the required vote of shareholders in accordance with
section 902, California Corporations Code. The total number of outstanding
shares of the corporation is 735. The number of shares voting in favor of
the amendment equaled or exceeded the vote required. The percentage vote
was more than fifty percent.
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: 9/12/97
/s/ Stephen F. Jones, President
----------------------------------------
Stephen F. Jones, President
/s/ Marla J. Jones, Secretary
----------------------------------------
Marla J. Jones, Secretary
[SEAL]