ARTICLES OF INCORPORATION
-------------------------
OF
--
ALEC BRADLEY CIGAR CORPORATION
------------------------------
ARTICLE I-NAME
--------------
The name of the corporation is ALEC BRADLEY CIGAR CORPORATION.
ARTICLE II-PURPOSE
------------------
This corporation in organized for the purpose of transacting any and
all lawful business.
ARTICLE III-CAPITAL STOCK
-------------------------
The capital stock authorized, the par value thereof, and the class of
such stock shall be as follows:
NUMBER OF SHARES PAR VALUE CLASS OF
AUTHORIZED PER SHARE STOCK
---------------- --------- --------
100 $5.00 Common
ARTICLE IV-PREEMPTIVE RIGHTS
----------------------------
Every shareholder, upon the sale for cash of any new stock of this
corporation of the same kind, class or series as that which he already holds,
shall have the right to purchase his prorata share thereof (as nearly as many be
done without issuance of fractional shares) at the price at which it is offered
to others.
ARTICLE V-INITIAL PRINCIPAL OFFICE AND AGENT
--------------------------------------------
The street address of the initial principal office of this corporation
is 1300 Stirling Road, Building 8A, Dania, Florida 33004, and the name of the
<PAGE>
initial Registered Agent is MICHAEL J . BROOK, ESQ., whose address is 626 N.E.
124th Street, N. Miami, Florida 33161.
ARTICLE VI-INITIAL BOARD OF DIRECTORS
-------------------------------------
This corporation shall have one (1) director(s) initially. The number
of directors may be either increased or diminished from time to time by the
Bylaws, but shall never be less than one (1). The name or name(s) and
address(es) of the initial director(s) of this corporation is/are:
NAME(S) ADDRESS(ES)
------- -----------
ALAN RUBIN - President
1300 Stirling Road
Building 8A
Dania, Florida 33004
ARTICLE VII-INCORPORATOR(S)
---------------------------
The name(s) and address(es) of the person(s) signing these Articles
is/are:
NAME(S) ADDRESS(ES)
------- -----------
ALAN RUBIN
1300 Stirling Road
Building 8A
Dania, Florida 33004
ARTICLE VIII-BYLAWS
-------------------
The power to adopt, alter, amend or repeal Bylaws, shall be vested in
the Board of Directors and Shareholders.
ARTICLE IX-INDEMNIFICATION
--------------------------
The corporation shall indemnify an officer or director or any former
officer or director to the fullest extent permitted by law.
2
<PAGE>
ARTICLE X-AMENDMENT
-------------------
The corporation reserves the right to amend or repeal any provisions
contained in these Articles of Incorporation or any Amendments thereto, and any
right conferred upon the Shareholders is subject to this reservation.
IN WITNESS WHEREOF, the undersigned incorporator has executed these
Articles of Incorporation this 3rd day of July, 1996.
/s/ Alan Rubin
--------------------------
ALAN RUBIN, Incorporator
SWORN TO AND SUBSCRIBED before me this ____ day July, 1996.
----------------------------------
NOTARY PUBLIC
----------------------------------
PRINTED NAME
Did/did not take an oath.
Personally known/I.D. presented: ____________________________
CERTIFICATE OF DESIGNATION
REGISTERED AGENT/REGISTERED OFFICE
----------------------------------
Pursuant to the provisions of Section 607.0501, Florida Statutes, the
undersigned corporation organized under the laws of the State of Florida,
submits the following statement in designating the Registered Agent/Registered
Office for service of process within this State.
3
<PAGE>
Registered Agent: MICHAEL J. BROOKS, ESQ.
Address: 626 N.E. 124th Street, County of Dade, State of Florida.
ACKNOWLEDGMENT:
Having been named to accept service of process for the above
corporation at the place designated in this Certificate, I hereby accept to act
in this capacity and agree to comply with the provisions of said Statutes
relative to keeping open said office.
-----------------------------------
MICHAEL J. BROOKS, Registered Agent
4
