ENDORSED-FILED
in the office of the
SECRETARY OF STATE
OF THE STATE OF CALIFORNIA
FEB 26 1999
Bill Jones, Secretary of State
CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION OF
STARFEST, INC.
Thomas J. Kenan certifies that:
1. He is the President and Secretary of Starfest, Inc., a California
corporation.
2. ARTICLE IV is amended to read as follows:
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 65 million.
3. The foregoing amendment to the Articles of Incorporation has been
duly approved by the Board of Directors.
4. The foregoing amendment to the Articles of Incorporation was duly
approved by the required vote of shareholders in accordance with section 902 of
the California Corporations Code. The total number of outstanding shares
entitled to vote with respect to the amendment was 4,000,000, the favorable
majority of such shares is required to approve the amendment, and the number of
such shares voting in favor of the amendment equaled or exceeded the required
vote.
I 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 my own knowledge.
Dated: 2-25-99 /s/ Thomas J. Kenan
Thomas J. Kenan, President
/s/ Thomas J. Kenan
Thomas J. Kenan, Secretary
Exhibit 3.1
Page 1 of 7 pages
<PAGE>
ENDORSED-FILED
in the office of the
SECRETARY OF STATE
OF THE STATE OF CALIFORNIA
MAR 7 1996
Bill Jones, Secretary of State
CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION OF
STARFEST, INC.
Bob Alexander and Barbara Contratto certify that:
1. They are the President and Secretary, respectively, of Starfest, Inc., a
California Corporation.
2. ARTICLE IV is amended to read as follows:
"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 Four Million (4,000,000).
Effective upon the filing of this Certificate of Amendment, each
outstanding share is converted (split) into 829.57 shares, with
fractional shares rounded up to the nearest full share."
3. The foregoing amendment to the Articles of Incorporation has been
duly approved by the Board of Directors
4. The foregoing amendment to the Articles of Incorporation was duly approved by
the required vote of shareholders in accordance with section 902 of the
California Corporations Code. The total number of outstanding shares entitled to
vote with respect to the amendment was 1860, the favorable majority of such
shares is required to approve the amendment, and the number of such shares
voting in favor of the amendment equaled or exceeded the required vote.
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.
Dated: 3-5-96 /s/ Bob Alexander
Bob Alexander, President
/s/ Barbara Contratto
Barbara Contratto Secretary
Exhibit 3.1
Page 2 of 7 pages
<PAGE>
ENDORSED-FILED
in the office of the
SECRETARY OF STATE
OF THE STATE OF CALIFORNIA
AUG 29 1995
Bill Jones, Secretary of State
CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION OF
FANFEST, INC.
Bob Alexander and Herb Gronauer certify that:
1. They are the President and Secretary, respectively, of Fanfest, Inc., a
California Corporation.
2. The following amendment to the articles of incorporation of the corporation
has been duly approved by the board of directors of the corporation:
"Article I is amended to read as follows:
The name of the corporation is Starfest, Inc."
3. The amendment was duly approved by the required vote of shareholders in
accordance with section 902 of the California Corporations Code. The total
number of outstanding shares entitled to vote with respect to the amendment was
805, the favorable majority of such shares is required to approve the amendment,
and the number of such shares voting in favor of the amendment equaled or
exceeded the required vote.
/s/ Bob Alexander
Bob Alexander, President
Dated: July 27, 1995 /s/ Herb Gronauer
Herb Gronauer, Secretary
Verification
We 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.
Dated: July 27, 1995 /s/ Bob Alexander
Bob Alexander, President
/s/ Herb Gronauer
Herb Gronauer, Secretary
Exhibit 3.1
Page 3 of 7 pages
<PAGE>
ENDORSED-FILED
in the office of the
SECRETARY OF STATE
OF THE STATE OF CALIFORNIA
AUG 18 1994
Tony Miller
Acting Secretary of State
CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION OF
FANFEST, INC.
Bob Alexander and Herb Gronauer certify that:
1. They are the President and Secretary, respectively, of Fanfest, Inc.,
a California corporation.
2. ARTICLE IV is amended to read as follows:
"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 One Thousand Eight Hundred
and Sixty (1,860).
Effective upon the filing of this Certificate of
Amendment, each outstanding share is converted into or
reconstituted as one share of single class of common stock.
3. ARTICLE V is deleted in its entirety.
4. The foregoing amendment of Articles of Incorporation has been duly
approved by the Board of Directors.
5. The foregoing amendment of Articles of Incorporation has been duly
approved by the unanimous vote of the shareholders in accordance with section
902 of the California Corporations Code.
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.
Dated: 8-12-94 /s/ Bob Alexander
Bob Alexander, President
/s/ Herb Gronauer
Herb Gronauer, Secretary
Exhibit 3.1
Page 4 of 7 pages
<PAGE>
ENDORSED-FILED
in the office of the
SECRETARY OF STATE
OF THE STATE OF CALIFORNIA
NOV -3 1993
March Fong Fu
Secretary of State
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
Bob Alexander and Herb Gronauer certify that:
1. They are the President and Secretary, respectively, of Fanfest, Inc.,
a California corporation.
2. ARTICLE IV is amended to read as follows:
"This corporation is authorized to issue two classes of
shares designated respectively "Class A Common Stock" and "Class
B Common Stock." Nine Hundred and Thirty (930) shares of Class A
Common Stock may be issued. Nine Hundred and Thirty (930) shares
of Class B Common Stock may be issued.
Effective upon the filing of this Certificate of
Amendment, each outstanding share is converted into or
reconstituted as one share of Class B Common Stock.
The only distinction between the two classes shall regard
the right of the holders of the respective classes of shares to
elect directors of the corporation as specified in Article V,
below."
ARTICLE V is added to read as follows:
"Except as stated below, the number of directors of this
corporation shall be four (4). The holders of Class A Common
Stock, voting as a class, shall be entitled to elect two
directors of the corporation. The holders of Class B Common
Stock, voting as a class, shall be entitled to elect two
directors of the corporation.
In the event that any holder of Class A Common Stock
should acquire any share of Class B Common Stock, the number of
directors of this corporation shall be increased to five (5). The
holders of Class A Common Stock, voting as a class, shall then be
entitled to elect three directors of the corporation. The holders
of Class B Common Stock, voting as a class, shall then be
entitled to elect two directors of the corporation.
In the event that any holder of Class B Common Stock
should acquire any share of Class A Common Stock, the number of
directors of this corporation shall be increased to five (5). The
holders of Class A Common Stock, voting as a class, shall then be
entitled to elect two directors of the corporation. The holders
of Class B Common Stock, voting as a class, shall then be
entitled to elect three directors of the corporation."
3. The foregoing amendment of Articles of Incorporation has been duly
approved by the Board of Directors.
Exhibit 3.1
Page 5 of 7 pages
<PAGE>
4. The foregoing amendment of Articles of Incorporation has been duly
approved by the unanimous vote of the shareholders in accordance with section
902 of the California Corporations Code.
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.
Dated: 10-7-93 /s/ Bob Alexander
Bob Alexander, President
/s/ Herb Gronauer
Herb Gronauer, Secretary
Exhibit 3.1
Page 6 of 7 pages
<PAGE>
ENDORSED-FILED
in the office of the
SECRETARY OF STATE
OF THE STATE OF CALIFORNIA
AUG 18 1993
March Fong Fu
Secretary of State
ARTICLES OF INCORPORATION
OF
FANFEST, INC.
I
The name of this corporation is Fanfest, Inc.
II
The purpose of this 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 name and address in the State of California of this corporation's
initial agent for service of process is:
Bob Alexander
8899 Beverly Boulevard, Suite 500
Los Angeles, California 90048
IV
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 One thousand (1,000).
Date: 8-17-93 /s/ Dale Thetford
Dale Thetford, Incorporator
Exhibit 3.1
Page 7 of 7 pages
