EX-3.(I) 3 0003.txt CERTIFICATE OF AMENDMENT OF ARTICLES OF INC. 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 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 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 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 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 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 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