Exhibit 3.22
CERTIFICATE OF INCORPORATION
OF
CARROLS OKLAHOMA CINEMAS, INC.
PURSUANT TO SECTION 402 of the BUSINESS CORPORATION LAW
I, the undersigned, for the purpose of forming a corporation pursuant to
Section 402 of the Business Corporation Law of the state of New York, certify:
1. That the name of the corporation shall be:
CARROLS OKLAHOMA CINEMAS, INC.
2. That the purposes for which it is to be formed are:
(a) To carry on the business of theatre proprietors, managers and
producers of moving picture theatres, drive-in theatres,
concessions, vaudeville, opera houses and places of amusement of
all kinds; to provide and arrange for the production,
presentation and performance of opera, ballets, pantomimes,
spectacular pieces, concerts, plays, motion picture plays,
dramas, operettas, exhibitions, juggling, musical and dramatic
performances, and entertainment of any and every kind, nature and
character whatever, which are or may be produced at a theatre,
moving picture theatre, music hall or other public auditorium.
(b) To design, patent, manufacture, buy, import, lease or otherwise,
acquire or operate, supply and maintain and to sell, export,
lease, license, distribute and otherwise dispose of and to deal
in and to use all and every kind and character of motion picture
films, photographic films, slides, plates, moving picture
machines, cameras, cinemas, cinematagraphs, stereop________,
projecting machines, machinery, devices, appliances, equipment
and articles of all kinds, including costumes, scenery, or motion
picture art and necessary or convenient for use in connection
therewith.
(c) To carry on the business of a film exchange for the purpose and
object of buying, selling, exchanging and otherwise handling
photographic films, reels and kindred articles, generally in use
in connection with the operation of shows, moving pictures,
exhibitions and amusements which are or may be produced at a
theatre, moving picture theatre, music hall or other public
auditorium.
(d) To engage, employ and manage actors, dancers, musicians, singers
and performers of all kinds.
(e) To own acquire, purchase, sell, erect, equip, lease, operate,
manage and conduct theatres, opera houses, motion picture
theatres and houses, auditoriums,
drive-in theatres and places of amusements of all kinds; and to
buy, hold, acquire, improve, lease, mortgage, let and relet, any
and all real estate and to acquire, hold, own and improve real
estate by erecting thereon theatres, and/or office buildings and
to manage and to lease said property, collect and rents, and
profits therefrom and do any and all other things which may be
necessary or incidental to the carrying out of the purposes
herein.
(f) To establish, operate, conduct and manage and to grant to
individuals, organizations, associations, companies and
corporations the right to conduct, operate and manage
concessions, refreshment stands, and restaurants for the
preparation, processing and sale to the public of foods, food
products and beverages of all kinds, candy tobacco and tobacco
products, and to do everything necessary and proper to the
conduct of such businesses, including the erection, maintenance
and rental, hiring, leasing, letting or otherwise acquiring
buildings and structures in or from which such businesses are
carried on.
(g) To purchase exchange, hire or otherwise acquire such personal
property, payments, rights, easements, permits, privileges and
franchises as may lawfully be purchased, exchanged, hired or
acquired under the Business Corporation Law of the state of New
York.
(h) To borrow money for its corporate purchases and to make, accept,
endorse, execute and issue promissory notes, bills of exchange,
bonds, debentures and/or other obligations from time to time for
the purchase of property or for any purpose in or about the
business of the company and, if deemed proper, to secure the
payments of any such obligations of mortgage, pledge, deed of
trust or otherwise.
(i) To apply for, purchase, register or in any manner to acquire and
to hold, own, use, operate and introduce, and to sell, lease,
assign, pledge or in any manner deal with patents, patent rights,
licenses, copyrights, trade-works, trade names, and to acquire,
own, use or in any merchandise of any and all inventions,
improvements and processes, labels, designs, brands, or other
rights, and to work, operate or develop the same, and to carry on
any similar business, manufacturing or otherwise, which may
directly or indirectly effectuate these objects, or any of them.
(j) To acquire and to take over as a going concern, and thereafter
carry on the business of any person, firm, or corporation engaged
in any business which this corporation in authorized to carry on,
and in any connection therewith to acquire the goodwill and all
or any of the assets, and to assume or otherwise provide for all
or any of the liabilities of any such business.
(k) To carry on any of the above business or businesses connected
therewith wherever the same may be permitted by law and to the
same extent as the laws of this
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state will permit and as fully and with all powers that the laws
of this state confer upon corporations and organizations under
this act, and do any and all the business above mentioned and set
forth to the same extent as natural persons may or could do so.
(l) To enter into, make, perform and carry out contracts of every
sort and kind which may be necessary or convenient for the
business of this company, or business of a similar nature with
any person, corporation, private, public or municipal body
politic under the Government of the United States, or any state,
territory or county thereof, so far as and to the extent that the
same may be done and performed by corporations organized under
Section 402 of the Business Corporation Law.
(m) To acquire by subscription, purchase or otherwise, to hold for
investment or for re-sale: to sell; pledge, hypothecate and in
all ways deal with: stocks, script, bonds, consols, debentures,
mortgages, notes, trust receipts, certificates of indebtedness,
interim receipts and other obligations and securities of
corporations, private, public, quasi-public or municipal, foreign
or domestic. To collect the interest and dividends on its
holdings and the principal thereof when due. To do all things
suitable and proper for the protection, conservation or
enhancement of the value of stocks, securities, evidences of
indebtedness or other properties held by it, including the
exercise of the right to vote thereon. This corporation may,
pursuant to Section 402 of the Business Corporation Law,
purchase, acquire, hold or dispose of the stock, bonds and other
evidences of indebtedness of any corporation, domestic or
foreign, and issue in exchange therefor its stock, bonds, or
other obligations.
(n) The foregoing enumeration of specific powers should not be deemed
to limit or restrain in any manner the general powers of the
corporation and the enjoyment and exercise thereof as conferred
by the laws of the state of New York upon corporations organized
under the provisions of the Business Corporation Law.
3. The total number of shares that may be issued by the corporation is Two
Hundred (200) shares, all of which are to be common stock of one class and
without par value.
4. The office of the corporation is to be located in the City of Syracuse,
County of Onondaga, State of New York, and the address to which the Secretary of
State shall mail a copy of process in any action or proceeding against the
Corporation, which may be served upon him is 968 James Street, Syracuse, New
York, 13203.
5. Meetings of Stockholders and Directors of the Corporation for all
purposes may be held at places in the State of New York other
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than the principal office of the Corporation, as herein designated, and meetings
of the Directors may be held outside of the State of New York, at such place or
places as may from time to time be designated in the By-Laws or by resolution of
the Board of Directors.
6. The name and address of the incorporator is:
Jack B. Talsky
968 James Street
Syracuse, New York 13203
7. The incorporator of this Corporation is a natural person of full age.
8. The Secretary of State of the State of New York is hereby designated as
the agent of the Corporation upon whom process in any action or procedure
against it may be served.
/s/ Jack B. Talsky
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JACK B. TALSKY
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