CERTIFICATE OF INCORPORATION
of
JT BOWLING ENTERPRISES
state OF DELEWARE
Secretary OF STATE
DIVISION Of' CORPORATIONS
FILED 09:00 AM 07/75/1998
981?74?56 - ?9?1063
The undersigned a natural person, for the purpose f organizing a
corporation for conducting the business, and promoting the purposes Hereinafter
stated, under the provisions and subject to the requirements of the la's of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Cods as the
acts amendatory thereof and supplemental thereto, and known, identified, and
referred to as the "General Corporation law aw of the State of Delaware"),
hereby certifies that:
FIRST The name of the corporation (hereinafter celled the "Corporation") is JT
BOWLING ENTERPRISES, INC.
SECOND: The address, including street, nun ber city and county, of the
registered office of the Corporation in the State of Delaware 3 is 1013 Centre
Road, City of Wilmington, County of New Castle 19805; and the names )f the
registered agent of the Corporation in the State of Delaware at such address is
0: Corporation Service Company.
THIRD: The purpose of the Corporation is to engage in any lawful. set 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 k which the Corporation shah
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 $.A1 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 as 3s, and by fling a
certificate pursuant to the applicable law of the State of Delaware, o 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 (zed Preferred Shares may be increased or decreased (but
not below the number o! Am s 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:
Name
Thomas E. Jones
Mailing Address
1094 Easy Street ; Grapevine. Texas
The Corporation is to have perpetual exist
BE: Whenever a compromise or arrange: Corporation and its creditors or any loss
of them and/or its stockholders or any class of them, any court of equitable of
Delaware may, on the application in a summary way creditor or stockholder
thereof or on the application appointed for this Corporation under Section 291
of Title the application of trustees in dissolution or of any receive c
Corporation under Section 279 of Title 8 of the Delaware creditors or loss of
creditors, and/or of the stockholders the stockholders or class of creditors,
and/or the stockholders this Corporation, as the case may be, to be summoned in
directs. If a majority in number representing three four class of creditors,
and/or of the stockholders of class of sty as the case may be, agree to any
compromise or arrangements this Corporation as consequence of such compromise
compromise or arrangement and the said reorganization to which the said
application has been made, be binding creditors, and/or on all the stockholders
or class of stock t the case may be, and also on this Corporation.
This Agreement is proposed between this Between this Corporation and s
jurisdiction within the State of this Corporation or of any )f any receiver or
receivers 3 of the Delaware Code receivers appointed for this Code order a
meeting of the class of creditors, and/or of stockholders or class of
stockholders of Lich manner as the said court .s in value of the creditors or of
this Corporation, t and to any reorganization of or arrangement, the said all,
if sanctioned by the court n all the creditors or class of holders of this
Corporation, as
EIGHTH: For the management of the business and for the conduct of the affairs of
the Corporation, and in further definition, limitation, d and d 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 any the conduct of the affairs of the
Corporation shall be vested in its Board of Direr Drs. The number of directors
which shall constitute the whole Board of Directs a shall be faced 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 s same meaning, to wit, the
total number of directors which the Corporation would is have if there were no
vacancies. No election of directors need be by written ballot.
2. After the original or other Bylaws ( the Corporation have been adopted,
amended, or repealed, as the case may be, in accordance with the provisions of
Section 109 of the General Corp, Canon Law of the State of Delaware, and, after
the Corporation has receive! any payment for any of its stock, the power to
adopt, amend, or repeat the power exercised by the Board of Directors of the
Corporation
3. Whenever the corporation shall be au of stock, each outstanding share shall
entitle the 1 the right to vote at, any meeting of stockholders I be authorized
to issue more than one class of stogy class of stock which is denied voting
power under t of Incorporation shall entitle the holder thereof to t of
stockholders except as the provisions of paragraph Section 242 of the General
Corporation Law of otherwise require; provided, that no share of any denied
voting power shall entitle the holder there decrease in the number of authorized
shares of said.
The personal liability of the, directors eliminated to the fullest extent
permitted by paragraph. 102 of the General Corporation Law of the State of D
amended and supplemented.
Laws of the Corporation may be not.
authorized to issue only one class holder thereof to notice of and whenever the
Corporation shall no outstanding share of any e provisions of the Certificate e
right to vote at any meeting paragraph (2) of subsection (b) of :.he State of
Delaware shall such class which is otherwise to vote upon the increase or less.
f the Corporation is hereby I of subsection (b) of Section aware, as the same
may be
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 s ill have power to
indemnify under said section from and against any and all of the expense
liabilities, or other matters referred to is or covered by said section, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights W 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 n action in another capacity while
holding such office, and shall continue as to a pension .on 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 tame to time any of the provisions of this Certificate of
Incorporation may be amended, altered, or repealed, and r. per provisions
authorized by the laws of the State of Delaware at the time in force ma be added
or inserted in the manner and at the time prescribed by said laws, and all
rights a at any time conferred upon the stockholders of the Corporation by this
Certificate ' Incorporation are granted subject to the provisions of this
Article ELEVEN.
Signed on June 7, 1998.
THOMAS E. JONES INCORPORATOR
