EXHIBIT 3.1 ARTICLES OF INCORPORATION
CERTIFICATE OF INCORPORATION
of
JT BOWLING ENTERPRISES, INC.
The undersigned a natural person, for the purpose of organizing a
corporation for conducting the business, and promoting the purposes Hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code as the
acts amendatory thereof and supplemental thereto, and known, identified, and
referred to as the "General Corporation law of the State of Delaware"), hereby
certifies that:
FIRST The name of the corporation (hereinafter called the "Corporation") is JT
BOWLING ENTERPRISES, INC.
SECOND: The address, including street, number city and county, of the registered
office of the Corporation in the State of Delaware is 1013 Centre Road, City of
Wilmington, County of New Castle 19805; and the name of the registered agent of
the Corporation in the State of Delaware at such address is Corporation Service
Company.
THIRD: The purpose of the Corporation is to engage in any lawful. act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.
FOURTH: The aggregate number of shares of stock which the Corporation shall have
authority to issue is 1,500,000 which are divided into 500,000 Preferred Shares
with a par value of $.01 each and 1,000,000 Common Shares with a par value of
$.01 each, amounting in the aggregate to Fifteen Thousand ($15,000) Dollars.
Each issued and outstanding Common Share shall entitle the holder thereof to
full voting power.
The Board of Directors is authorized, subject to limitations prescribed by law,
to provide for the issuance of the Preferred Shares in series, and by fling a
certificate pursuant to the applicable law of the State of Delaware, to
establish from time to time the number of shares to be included in each such
series, and to fix the designation, powers, preferences and rights of the shares
of each such series and any qualifications limitations or restrictions thereof.
The number of authorized Preferred Shares may be increased or decreased (but not
below the number of shares thereof then outstanding) by the affirmative vote of
the holders of a majority of the outstanding Common. Shares, without a vote of
the holders of the Preferred Shares or of any series thereof, unless a vote of
any such holders is required pursuant to the certificate or certificates
establishing any series of Preferred Shares.
The name and the mailing address of the incorporator:
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Name Mailing Address
Thomas E. Jones 1094 Easy Street
Grapevine, Texas 76051
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SIXTH: The Corporation is to have perpetual exist
SEVENTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any loss of them and/or its stockholders or any
class of them, any court of equitable jurisdiction within the State of Delaware
may, on the application in a summary way of this Corporation or of any creditor
or stockholder thereof or on the application of any receiver or receivers
appointed for this Corporation under Section 291 of Title 8 of the Delaware code
or on the application of trustees in dissolution or of any receiver or receivers
appointed for this Corporation under Section 279 of Title 8 of the Delaware code
order a meeting of the creditors or class of creditors, and/or of the
stockholders the stockholders or class of creditors, and/or the stockholders or
class of stockholders of this Corporation, as the case may be, to be summoned in
such manner as the said court directs. If a majority in number representing
three fourths in value of the creditors or class of creditors, and/or of the
stockholders of class of stockholders of this Corporation as the case may be,
agree to any compromise or arrangement and to any reorganization of this
Corporation as consequence of such compromise or arrangement and the said
reorganization shall if sanctioned by the court to which the said application
has been made, be binding on all of the creditors, and/or on all the
stockholders or class of stockholders of this Corporation, as the case may be,
and also on this Corporation.
EIGHTH: For the management of the business and for the conduct of the affairs of
the Corporation, and in further definition, limitation, and regulation of the
powers of the Corporation and of its directors and of its stockholders or any
class thereof, as the case may be, it is further provided:
1. The management of the business and the conduct of the affairs of the
Corporation shall be vested in its Board of Directors. The number of directors
which shall constitute the whole Board of Directors a shall be fixed by, or in
the manner provided in, the Bylaws. The phrase "whole Board" and the phrase
"total number of directors" shall be deemed to have the same meaning, to wit,
the total number of directors which the Corporation would have if there were no
vacancies. No election of directors need be by written ballot.
2. After the original or other Bylaws of the Corporation have been adopted,
amended, or repealed, as the case may be, in accordance with the provisions of
Section 109 of the General Corporation Law of the State of Delaware, and, after
the Corporation has received any payment for any of its stock, the power to
adopt, amend, or repeal the bylaws of the Corporation may be exercised by the
Board of Directors of the Corporation.
3. Whenever the corporation shall be authorized to issue only one class of
stock, each outstanding share shall entitle the the holder thereof, to notice of
and the right to vote at, any meeting of stockholders. Whenever the Corporation
shall be authorized to issue more than one class of stock, no outstanding share
of any class of stock which is denied voting power under provisions of the
Certificate of Incorporation shall entitle the holder thereof to the right to
vote at any meeting of stockholders except as the provisions of paragraph 2 of
subsection (b) Section 242 of the General Corporation Law of the State of
Delaware shall otherwise require; provided, that no share of any such class
which is otherwise denied voting power shall entitle the holder thereof to vote
upon the increase or decrease in the number of authorized shares of said class.
NINTH: The personal liability of the, directors of the Corporation is hereby
eliminated to the fullest extent permitted by paragraph 102 of the General
Corporation Law of the State of Delaware, as the same may be amended and
supplemented.
.
TENTH: The Corporation shall, to the fullest extent permitted by Section 145 of
the General Corporation Law of the State of Delaware, as, the same may be
amended and supplemented, indemnify any and all persons whom it shall have power
to indemnify under said section from and against any and all of the expenses,
liabilities, or other matters referred to in or covered by said section, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any Bylaw, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such person.
ELEVENTH: From time to time if any of the provisions of this Certificate of
Incorporation may be amended, altered, or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the stockholders of the Corporation by this
Certificate 'of Incorporation are granted subject to the provisions of this
Article ELEVENTH.
Signed on June 7, 1998.
THOMAS E. JONES INCORPORATOR
