EXHIBIT 2.1
[SEAL]
ARTICLES
OF
INCORPORATION
ARTICLE ONE: NAME
The name of the Corporation shall be:
GIFTS OF LEARNING FOUNDATION, INC.
ARTICLE TWO: PURPOSE OF THE CORPORATION
The general purpose for which the Corporation is being incorporated is
the transaction of any and all lawful business for which corporation may be
incorporated under the Florida General Corporation Act.
ARTICLE THREE: CAPITAL STOCK
The aggregate number of shares which the Corporation shall have the
authority to issue is One Thousand (1,000) common shares with a par value of one
dollar ($1.00) each.
ARTICLE FOUR: REGISTERED OFFICE AND REGISTERED AGENT
The Registered Office of the Corporation is located at 21 Cambria Road
West, in the City of Palm Beach Gardens, Florida, County of Palm Beach and the
name of the Registered Agent is James H. Knight at 21 Cambria Road West, Palm
Beach Gardens, Florida 33418. Principa1 address is same as registered address.
ARTICLE FIVE: BOARD OF DIRECTORS
The number of Directors constituting the initial Board of Directors is
two. The names of the Directors are James H. Knight and James A. Mallamo.
ARTICLE SIX: NAME AND ADDRESS OF INITIAL DIRECTORS
The name and address of each person who is to serve as a member of the
initial Board of Directors is James H. Knight at 21 Cambria Road West, Palm
Beach Gardens, Florida 33418 and James A. Mallamo at 5 Bentwood Drive, Palm
Beach Gardens, Florida 33418.
ARTICLE SEVEN: NAME AND ADDRESS OF THE INCORPORATORS
The name and address of the Incorporators is:
James H. Knight at 21 Cambria Road West, Palm Beach Gardens, Florida 33418 and
James A. Mallamo at 5 Bentwood Drive, Palm Beach Gardens, Florida 33418.
ARTICLE EIGHT: SHARES TAKEN BY THE INCORPORATORS
The shares to be taken by the Incorporators are One Thousand Common
Shares valued at $1.00 each for a total of $1,000.00. Five Hundred Common Shares
per incorporator are issued.
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ARTICLE NINE: PRE-EMPTIVE SHAREHOLDER RIGHTS
No common shares shall be issued by the Corporation unless those shares
have first been offered to the existing common shareholders, and these
Shareholders have a pre-emptive right to acquire the offered shares in
proportion to their existing holdings of common shares at such price and on such
terms as the quorum of the Board of Directors shall in its sole discretion
determine.
ARTICLE TEN: RESTRICTIONS ON THE TRANSFER OF SHARES
No shareholder shall sell, transfer, pledge, hypothecate, or otherwise
dispose or encumber any shares held by him in the capital stock of the
Corporation without both the written approval expressed by Special Resolution of
the holders of 51% of the common shares then outstanding and the consent of the
Board of Directors expressed by a Resolution signed by the quorum of Directors.
ARTICLE ELEVEN: SPECIAL PROVISIONS
(1) The quorum for the transaction of business by the Board of
Directors shall be two directors, one of which has been elected or appointed by
the Shareholders owning or representing 51% or more of the then outstanding
common share of the Corporation. The act of the quorum of Directors shall be the
act of the Board of Directors.
(2) One or more persons each of whom is entitled to vote personally or
by proxy and representing either in their own right or by proxy 51% or more of
the then outstanding common shares of the Corporation shall constitute a quorum
for any action requiring a vote by the Shareholders. The vote of the quorum
shall be the vote of the Corporation.
ARTICLE TWELVE: SHAREHOLDER AGREEMENTS
No shareholder Agreement shall restrict, abrogate, or abridge the
rights of the Shareholders owning at least 51% of the outstanding common shares
of the Corporation to vote their shares in the manner prescribed by the Act and
pursuant to Article Twelve of these Articles of Incorporation.
IN WITNESS WHEREOF, the undersigned being the incorporator of this
Corporation, does hereby execute and file these Articles of Incorporation and
certifies the facts herein stated are true.
/S/ JAMES H. KNIGHT
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JAMES H. KNIGHT
Swom before me this 26th day of May, 1993 in the city of Palm Beach
Gardens, the County of Palm Beach in the State of Florida.
[SEAL]
[ILLEGIBLE]
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NOTARY PUBLIC
STATE 0F FLORIDA AT LARGE
[SEAL]
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ACKNOWLEDGEMENT AND ACCEPTANCE
OF
REGISTERED AGENT
REGISTERED OFFICE:
GIFTS OF LEARNINGS FOUNDATION, INC.
21 Cambria Road West
Palm Beach Gardens, Florida 33418
I, the undersigned, James H. Knight, do hereby acknowledge the
acceptance as Registered Agent for the above captioned Corporation.
/S/ JAMES H. KNIGHT
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JAMES H. KNIGHT
Sworn before me this 26th Day of May, 1993 in the City of Palm Beach
Gardens, in the County of Palm Beach in the State of Florida.
[SEAL]
[ILLEGIBLE]
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NOTARY PUBLIC
STATE 0F FLORIDA AT LARGE
[SEAL]
[SEAL]
