EX-3.15 18 a2071988zex-3_15.txt EXHIBIT 3.15 EXHIBIT 3.15 ARTICLES OF INCORPORATION OF EDUCATIONAL COMMUNICATIONS, INC. WITH ALL AMENDMENTS (f/k/a MERIT PUBLISHING COMPANY) -------------------------------------------------------------------------------- STATEMENT FOR CORPORATION No. 952 GEO E Cole & Co. Chicago FOR PECUNIARY PROFIT-Illinois (Revised July 1949) Legal Blanks ================================================================================ BEFORE ATTEMPTING TO EXECUTE THESE BLANKS BE SURE TO READ CAREFULLY THE INSTRUCTIONS ON THE BACK THEREOF. (THESE ARTICLES MUST BE FILED IN DUPLICATE.) STATE OF ILLINOIS, ) ) ss. COOK COUNTY. ) --------------------- We, the undersigned,
-------------------------------------------------------------------------------------------------------------- Address Name Number Street City State -------------------------------------------------------------------------------------------------------------- Paul C. Krouse 6417 N. Damen Chicago, Illinois -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------
being natural persons of the age of twenty-one years or more and subscribers to the shares of the corporation to be organized pursuant hereto, for the purpose of forming a corporation under "The Business Corporation Act" of the State of Illinois, do hereby adopt the following Articles of Incorporation: ARTICLE ONE The name of the corporation is: MERIT PUBLISHING COMPANY ------------------------------------------ ARTICLE TWO The ADDRESS of its initial registered office in the State of Illinois is: 69 W. WASHINGTON ST., Street, in the CITY of CHICAGO (60602) County of COOK and --------------------- ---- ------- ---- the NAME of its initial Registered Agent at SAID ADDRESS is: PAUL C. KROUSE -------------------- 2 ARTICLE THREE The duration of the corporation is: PERPETUAL --------------------------------- Secretary of State ARTICLE FOUR The purpose or purposes for which the corporation is organized are: To publish and cause to be produced written literature of all types for the purpose of resale; but not to act, in any way, as a printing company. And to hold, buy or sell real estate or other property in furtherance of the corporate business. ARTICLE FIVE Paragraph 1: The aggregate number of shares which the corporation is authorized to issue is 500, divided into ONE classes. The designation of each class, the number of shares of each class, and the par value, if any, of the shares of each class, or a statement that the shares of any class are without par value, are as follows:
Series Number of Par value per share or statement that Class (if any) Shares shares are without par value Common None 500 no par value
Paragraph 2. The preferences, qualifications, limitations, restrictions and the special or relative rights in respect of the shares of each class are: NONE ARTICLE SIX The class and number of shares which the corporation proposes to issue without further report to the Secretary of State, and the consideration (expressed in dollars) to be received by the corporation therefor, are:
Total consideration to be Class of shares Number of shares received therefor: Common 500 $1000.00 $ $
3 ARTICLE SEVEN The corporation will not commence business until at least one thousand dollars has been received as consideration for the issuance of shares. ARTICLE EIGHT The number of directors to be elected at the first meeting of the shareholders is: TWO. ARTICLE NINE Paragraph 1: It is estimated that the value of all property to be owned by the corporation for the following year wherever located will be $ NONE Paragraph 2: It is estimated that the value of the property to be located within the State of Illinois during the following year will be $ NONE Paragraph 3: It is estimated that the gross amount of business which will be transacted by the corporation during the following year will be $ 5000.00 Paragraph 4: It is estimated that the gross amount of business which will be transacted at or from places of business in the State of Illinois during the following year will be $ 5000.00 X /s/ Paul C. Krouse ------------------------------- ------------------------------- ------------------------------- ------------------------------- Incorporators. ------------------------------- ------------------------------- ------------------------------- OATH AND ACKNOWLEDGMENT STATE OF ILLINOIS, ) ) ss. COOK COUNTY. ) ------------- I, LAWRENCE ROCHELL, a Notary Public do hereby certify that on the ------------------- 4 day of MAY ,1967, ---------- --------- --------------------------------------- (Names of Incorporators) PAUL C. KROUSE -------------------------------------------------------------------------------- personally appeared before me and being first duly sworn by me severally acknowledged that they signed signed the foregoing document in the respective capacities therein set forth and declared that the statements therein contained are true. IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year above written. 4 Place /s/ Lawrence Rochell -------------------------------------- NOTARIAL SEAL Notary Public. Here FORM BCA-55 (File in Duplicate) ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF MERIT PUBLISHING COMPANY (Exact Corporate Name) To JOHN W. LEWIS Secretary of State Springfield, Illinois The undersigned corporation, for the purpose of amending its Articles of Incorporation and pursuant to the provisions of Section 55 of "The Business Corporation Act" of the State of Illinois, hereby executes the following Articles of Amendment: ARTICLE FIRST: The name of the corporation is: MERIT PUBLISHING COMPANY ARTICLE SECOND: The following amendment or amendments were adopted in the manner prescribed by "The Business Corporation Act" of the State of Illinois: THAT THE NAME OF THE CORPORATION BE AMENDED TO "EDUCATIONAL COMMUNICATIONS, INC." (Disregard separation into ARTICLE THIRD: the number of shares of the classes if class voting does not apply to the amendment corporation outstanding at the time of the adoption of said voted on.) amendment or amendments was FIVE HUNDRED; and the number of shares of each class entitled to vote as a class on the adoption of said amendments or amendments, and the designation
5 of each such class were as follows: Class Number of Shares (Disregard separation into ARTICLE FOURTH: The number of shares voted for classes if class voting does not apply to the amendment said amendment or amendments was FIVE HUNDRED; and the voted on.) ------------- number of shares voted against said amendment amendments was NONE. The number of shares of each class entitled to vote ---- or as a class voted for and against said amendment or amendments, respectively, was: Class Number of Shares Voted For Against (Disregard these items Item 1. On the date of the adoption of this amendment, restating unless the amendment restates the articles of the articles of incorporation, the corporation had ______ shares incorporation.) issued, itemized as follows: Class Series Number of Par value per share or (If Any) Shares statement that shares are without par value Item 2. On the date of the adoption of this amendment restating the articles of incorporation, the corporation had a stated capital of $_______ and a paid-in surplus of $________ or a total of $____________. (Disregard this Article ARTICLE FIFTH: The manner in which the exchange, where this amendment contains no such reclassification, or cancellation of issued shares, or a reduction of provisions.) the number of authorized shares of any class below the number of issued shares of that class, provided for in, or effected by, this amendment, is as follows:
6 (Disregard this Paragraph ARTICLE SIXTH: Paragraph 1: The manner in which where amendment does not affect stated capital or paid- said amendment or amendments effect a change in the amount of in surplus.) stated capital or the amount of paid-in surplus, or both, is as follows: (Disregard this Paragraph Paragraph 2: The amounts of stated capital and of paid-in where amendment does not affect stated capital or paid- surplus as changed by this amendment are as follows: in surplus.)
Before Amendment After Amendment Stated capital........... $1000.00 $ 1,000.00 Paid-in surplus.......... $ NONE $ NONE
IN WITNESS WHEREOF, the undersigned corporation has caused these Articles of Amendment to be executed in its name by its _______________ President, and its corporate seal to be hereto affixed, attested by its __________________ Secretary, this 14th day of AUGUST, 1972. ---- ------- -- Place MERIT PUBLISHING COMPANY CORPORATE SEAL (Exact Corporate Name) Here By: /s/ Paul C. Krouse ----------------------------- -------------------------------- Its Secretary Its President STATE OF ILLINOIS ) --------------------- ) ss. COUNTY OF COOK ) -------------------- I VERONICA MAKOWSKI, a Notary Public, do hereby certify that on the 14 day -------------------- --- of AUGUST 1972, PAUL C. KROUSE personally appeared before me and, being first -------- -- --------------- duly sworn by me, acknowledged that he signed the foregoing document in the capacity therein set forth and declared that the statements therein contained are true. IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written. /s/ Veronica Makowski Place ---------------------------------- NOTARIAL SEAL Notary Public. Here 7 FORM BCA-55 (File in Duplicate) ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF EDUCATIONAL COMMUNICATIONS, INC. (Exact Corporate Name) To MICHAEL J. HOWLETT Secretary of State Springfield, Illinois The undersigned corporation, for the purpose of amending its Articles of Incorporation and pursuant to the provisions of Section 55 of "The Business Corporation Act" of the State of Illinois, hereby executes the following Articles of Amendment: ARTICLE FIRST: The name of the corporation is: EDUCATIONAL COMMUNICATIONS, INC. ARTICLE SECOND: The following amendment or amendments were adopted in the manner prescribed by "The Business Corporation Act" of the State of Illinois: Article Five of the Articles of Incorporation shall be amended to read as follows: "Paragraph 1: The aggregate number of shares which the corporation is authorized to issue is 700 divided into two classes. The designation of each class, the number of shares of each class, and the par value, if any, of the shares of each class, or a statement that the shares of any class are without par value, are as follows:
Class Series Number of Par value per share or (If Any) Shares statement that shares are without par value Common stock None No par value Preferred stock None $1,000 per share
8 "Paragraph 2: The preference and the stations, limitations, restrictions and the special of relative rights in respect of on or set apart for the common shares. Subject to the foregoing provisions, the preferred stock shall not be entitled to payment from any other surplus or net profits of the corporation. "In the event of any dissolution, liquidation or winding up of the corporation or a sale of all its assets, or in the event of its insolvency, or upon any distribution of its capital, there shall be paid to the holders of the preferred stock its par value of One Thousand Dollars ($1,000.00) per share plus the amount of all unpaid dividends accrued thereon without interest before any sum shall be paid to or any assets distributed among the holders of the common shares. After such payment to the holders of the preferred stock, the remaining assets and funds of the corporation shall be divided among and paid to the holders of the common shares in proportion to their holdings of such shares. For purposes hereof the voluntary sale, lease, exchange or transfer (for cash shares of stock, securities or other consideration) of all or substantially all its property or assets to, or a consolidation or merger of the corporation with one or more corporations shall not be deemed to be a liquidation, dissolution or winding up of the corporation. "The corporation may redeem the whole or any part of the preferred shares at the option of the board of directors on any dividend date by paying therefor in cash the sum of One Thousand Dollars ($1,000.00) per share in addition to an amount equal to all dividends thereon declared but unpaid on the date fixed for such redemption. At least forty days' previous notice in writing shall be given by registered mail to the holders of such preferred stock at their addresses as set forth in the records of the said corporation. On or before the date set in such notice for such redemption, the holders of such preferred stock shall deliver the certificates thereof to the treasurer of the said corporation at the place designated in the notice and shall receive the price hereinbefore set forth for such redemption. In the event that all of such stock is not so redeemed, new certificates shall thereupon be issued to the holders thereof for the remaining shares of such stock still held by them. In the event that any holder of such preferred stock shall fail on or before the date fixed for redemption to deliver arid surrender such certificate to the treasurer of such corporation for redemption and to accept the amount to be paid therefor, funds necessary for such redemption shall be set apart by the said corporation and held in a special fund for the payment of such redemption price. The holder of such stock shall thereafter be entitled at any time to deliver and surrender the shares of stock held by him and to receive the amount so set aside for his benefit without any interest thereon. After the making of such deposit, the said corporation shall not be liable to pay to the holder of such stock any dividends as called for therein for the period after the date of such deposit, and all rights of the holder of such preferred stock as stated in this certificate of incorporation, the bylaws or otherwise, shall at once cease and determine, and the holder of such stock shall thereafter have only the right to receive the amount so deposited, upon surrender of such stock. Any moneys so set aside by the corporation and unclaimed at the end of six years from the date designated for such redemption shall revert to the general funds of the corporation after which reversion the holders of such stock so called for redemption shall look only to the corporation for payment of the redemption price and such stock shall still not be deemed to be outstanding. "As long as any of the preferred stock is outstanding the corporation shall not, without the affirmative vote or consent of the holders of at least 66-2/3% of the preferred stock at the time outstanding (i) increase the authorized amount of the preferred stock, (ii) create any other class 9 of stock ranking prior to or on a parity with the preferred stock either as to dividends or upon liquidation or increase the authorized number of shares of any such other class of stock or (iii) amend, alter or repeal any of the provisions hereof so as adversely to affect the preferences, rights or powers of the preferred stock. At no time shall the corporation declare and pay dividends on or otherwise make any distributions with respect to the common stock if at such time the corporation shall be in default with respect to any dividend payable on or any obligation to retire shares of the preferred stock." the shares of each class are: "The owners of the preferred stock shall be entitled to receive dividends thereon at the rate of seven per cent (7%) per annum and no more payable out of the surplus or net profits of the corporation quarterly, half-yearly or yearly, as and when declared by the board of directors before any dividend shall be declared, set apart for or paid upon the common stock of the corporation. The dividends on the preferred stock shall be cumulative so that if the corporation fails in any fiscal year to pay such dividends on all the issued and outstanding preferred stock, such deficiencies and dividends shall be fully paid but without interest before any dividends shall be paid (Disregard separation into ARTICLE THIRD: The number of shares of the classes if class voting does not apply to the amendment corporation outstanding at the time of the adoption of said voted on.) amendment or amendments was 500; and the number of shares of each class entitled to vote as a class on the adoption of said amendment or amendments, and the designation of each such class were as follows: CLASS NUMBER OF SHARES (Disregard separation into ARTICLE FOURTH: The number of shares voted for said classes if class voting does not apply to the amendment amendment or amendments was 500; and the number voted on.) of shares voted against said amendment or amendments was ______________. The number of shares of each class entitled to vote as a class voted for and against said amendment or amendments, respectively, was:
10 CLASS NUMBER OF SHARES VOTED FOR AGAINST (Disregard these items Item 1. On the date of the adoption of this amendment, restating unless the amendment restates the articles of the articles of incorporation, the corporation had ______ shares incorporation.) issued, itemized as follows: CLASS SERIES NUMBER OF PAR VALUE PER SHARE OR (IF ANY) SHARES STATEMENT THAT SHARES ARE WITHOUT PAR VALUE Item 2. On the date of the adoption of this amendment restating the articles of incorporation, the corporation had a stated capital of $_______ and a paid in surplus of $________ or a total of $____________. (Disregard this Article ARTICLE FIFTH: The manner in which the exchange, where this amendment contains no such reclassification, or cancellation of issued shares, or a reduction of provisions.) the number of authorized shares of any class below the number of issued shares of that class, provided for in, or effected by, this amendment, is as follows: (Disregard this Paragraph ARTICLE SIXTH: Paragraph 1: The manner in which where amendment does not affect stated capital or paid- said amendment or amendments effect a change in the amount of in surplus.) stated capital or the amount of paid-in surplus, or both, is as follows: (Disregard this Paragraph Paragraph 2: The amounts of stated capital and of paid-in where amendment does not affect stated capital or paid- surplus as changed by this amendment are as follows: in surplus.)
11
BEFORE AMENDMENT AFTER AMENDMENT Stated capital........... $ \ $ \ Paid-in surplus.......... $ $
IN WITNESS WHEREOF, the undersigned corporation has caused these Articles of Amendment to be executed in its name by its _______________ President, and its corporate seal to be hereto affixed, attested by its __________________ Secretary, this 16TH day of DECEMBER, 1974. -------- -- EDUCATIONAL COMMUNICATIONS, INC. Place (Exact Corporate Name) CORPORATE SEAL Here By: /s/ Paul C. Krouse --------------------------------- ------------------------------- Its Secretary Its President (Jerald A. Lavin) (Paul C. Krouse) STATE OF ILLINOIS, ) ------------- ) ss. COUNTY OF COOK ) ------------ I CHRISTINE A. BAKER, a Notary Public, do hereby certify that on the 16TH ------------------ ----- day of DECEMBER 1974, PAUL C. KROUSE personally appeared before me and, being -------- -- --------------- first duly sworn by me, acknowledged that he signed the foregoing document in the capacity therein set forth and declared that the statements therein contained are true. IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written. /s/ Christine A. Baker Place ----------------------------------- NOTARIAL SEAL Notary Public. Here 12 FORM BCA-55 (File in Duplicate) ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF EDUCATIONAL COMMUNICATIONS, INC. (Exact Corporate Name) To MICHAEL J. HOWLETT Secretary of State Springfield, Illinois The undersigned corporation, for the purpose of amending its Articles of Incorporation and pursuant to the provisions of Section 55 of "The Business Corporation Act" of the State of Illinois, hereby executes the following Articles of Amendment: ARTICLE FIRST: The name of the corporation is: EDUCATIONAL COMMUNICATIONS, INC. ARTICLE SECOND: The following amendment or amendments were adopted in the manner prescribed by "The Business Corporation Act" of the State of Illinois: Article Five of the Articles of Incorporation shall be amended to read as follows: "Paragraph 1: The aggregate number of shares which the corporation is authorized to issue is 950 divided into two classes. The designation of each class, the number of shares of each class, and the par value, if any, of the shares of each class, or a statement that the shares of any class are without par value, are as follows:
Class Series Number of Par value per share or (If Any) Shares statement that shares are without par value Common Sock None 500 No par value Preferred Sock None 450 $1,000 per share
13 "Paragraph 2: The preferences, qualifications, limitations, restrictions and the special or relative rights in respect apart for the common shares. Subject to the foregoing provisions, the preferred stock shall not be entitled to payment from any other surplus or net profits of the corporation. "In the event of any dissolution, liquidation or winding up of the corporation or a sale of all its assets, or in the event of its insolvency, or upon any distribution of its capital, there shall be paid to the holders of the preferred stock its par value of ONE THOUSAND DOLLARS ($1,000.00) per share plus the amount of all unpaid dividends accrued thereon without interest before any sum shall be paid to or any assets distributed among the holders of the common shares. After such payment to the holders of the preferred stock, the remaining assets and funds of the corporation shall be divided among and paid to the holders of the common shares in proportion to their holdings of such shares. For purposes hereof the voluntary sale, lease, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all its property or assets to, or a consolidation or merger of the corporation with one or more corporations shall not be deemed to be a liquidation, dissolution or winding up of the corporation. "The corporation may redeem the whole or any part of the preferred shares at the option of the board of directors on any dividend date by paying therefor in cash the sum of ONE THOUSAND DOLLARS ($1,000.00) per share in addition to an amount equal to all dividends thereon declared but unpaid on the date fixed for such redemption. At least forty days' previous notice in writing shall be given by registered mail to the holders of such preferred stock at their addresses as set forth in the records of the said corporation; or before the date set in such notice for such redemption, the holders of such preferred stock shall deliver the certificates thereof to the treasurer of the said corporation at the place designated in the notice and shall receive the price hereinbefore set forth for such redemption. In the event that all of such stock is not so redeemed, new certificates shall thereupon be issued to the holders thereof for the remaining shares of such stock still held by them. In the event that any holder of such preferred stock shall fail on or before the date fixed for redemption to deliver and surrender such certificate to the treasurer of such corporation for redemption and to accept the amount to be paid therefor, funds necessary for such redemption shall be set apart by the said corporation and held in a special fund for the payment of such redemption price. The holder of such stock shall thereafter be entitled at any time to deliver and surrender the shares of stock held by him and to receive the amount so set aside for his benefit without any interest thereon. After the making of such deposit, the said corporation shall not be liable to pay to the holder of such stock any dividends as called for therein for the period after the date of such deposit, and all rights of the holder of such preferred stock as stated in this certificate of incorporation, the bylaws of otherwise, shall at once cease and determine, and the holder of such stock shall thereafter have only the right to receive the amount so deposited, upon surrender of such stock. Any moneys so set aside by the corporation and unclaimed at the end of six years from the date designated for such redemption shall revert to the general funds of the corporation after which reversion the holders of such stock so called for redemption shall look only to the corporation for payment of the redemption price and such stock shall still not be deemed to be outstanding. "As long as any of the preferred stock is outstanding the corporation shall not, without the affirmative vote or consent of the holders of at least 66-2/3% of the preferred stock at the time outstanding (i) increase the authorized amount of the preferred stock, (ii) create any other class 14 of stock ranking prior to or on a parity with the preferred stock either as to dividends or upon liquidation or increase the authorized number of shares of any such other class of stock or (iii) amend, alter or repeal any of the provisions hereof so as adversely to affect the preferences, rights or powers of the preferred stock. At no time shall the corporation declare and pay dividends on or otherwise make any distributions with respect to the common stock, if at such time the corporation shall be in default with respect to any dividend payable on or any obligation to retire shares of the preferred stock. of the shares of each class are: "The owners of the preferred stock shall be entitled to receive dividends thereon at the rate of seven per cent (7%) per annum and no more payable out of the surplus or net profits of the corporation quarterly, half-yearly of yearly, as and when declared by the board of directors before any dividend shall be declared, set apart for or paid upon the common stock of the corporation. The dividends on the preferred stock shall be cumulative so that if the corporation fails in any fiscal year to pay such dividends on all the issued and outstanding preferred stock, such deficiencies and dividends shall be fully paid but without interest before any dividends shall be paid on or set (Disregard separation into ARTICLE THIRD: The number of shares of the classes if class voting does not apply to the amendment corporation outstanding at the time of the adoption of said voted on.) amendment or amendments was 700; and the number ------ of shares of each class entitled to vote as a class on the adoption of said amendment or amendments, and the designation of each such class were as follows: Class Number of Shares Common 500 Preferred 200 (Disregard separation into ARTICLE FOURTH: The number of shares voted for said classes if class voting does not apply to the amendment amendment or amendments was 700; and the number of voted on.) ------ shares voted against said amendment or amendments was NONE. The number of shares of each class entitled to vote as
15 a class voted for and against said amendment or amendments, respectively, was: CLASS NUMBER OF SHARES VOTED FOR AGAINST (Disregard these items Item 1. On the date of the adoption of this amendment, restating unless the amendment restates the articles of the articles of incorporation, the corporation had ______ shares incorporation.) issued, itemized as follows: CLASS SERIES NUMBER OF PAR VALUE PER SHARE OR (IF ANY) SHARES STATEMENT THAT SHARES ARE WITHOUT PAR VALUE Item 2. On the date of the adoption of this amendment restating the articles of incorporation, the corporation had a stated capital of $_______ and a paid-in surplus of $________ or a total of $____________. (Disregard this article ARTICLE FIFTH: The manner in which the exchange, where the amendment contains no such reclassification, or cancellation of issued shares, or a reduction of provisions.) the number of authorized shares of any class below the number of issued shares of that class, provided for in, or effected by, this amendment, is as follows: (Disregard this paragraph ARTICLE SIXTH: Paragraph 1: The manner in which where amendment does not affect stated capital or paid- said amendment or amendments effect a change in the amount of in surplus.) stated capital or the amount of paid-in surplus, or both, is as follows:
16 (Disregard this Paragraph Paragraph 2: The amounts of stated capital and of paid-in where amendment does not affect stated capital or paid- surplus as changed by this amendment are as follows: in surplus.)
Before Amendment After Amendment Stated capital.......... $ $ Paid-in surplus......... $ $
IN WITNESS WHEREOF, the undersigned corporation has caused these Articles of Amendment to be executed in its name by its VICE President, and its corporate ------ seal to be hereto affixed, attested by its __________________ Secretary, this 27TH day of MARCH, 1978. ----- ------ -- Educational Communications, Inc. Place -------------------------------- CORPORATE SEAL (Exact Corporate Name) Here ATTEST: By: /s/ Jerald A Lavin ------------------ ----------------------- Its Secretary Its Vice President (Jerald A. Lavin) STATE OF ILLINOIS, ) ---------- ) ss. COUNTY OF COOK ) --------- I _________________, a Notary Public, do hereby certify that on the 27th ---- day of MARCH 1978, JERALD A. LAVIN personally appeared before me and, being ----- -- --------------- first duly sworn by me, acknowledged that he signed the foregoing document in the capacity therein set forth and declared that the statements therein contained are true. IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written. Place --------------------------------------- NOTARIAL SEAL Notary Public. Here 17 FORM BCA-69a ARTICLES OF MERGER OF DOMESTIC AND FOREIGN CORPORATION (Strike Inapplicable Words) ----------------- To Secretary of State, The undersigned corporations, pursuant to Section 69a of "The Business Corporation Act" of the State of Illinois, hereby execute the following articles of merger: ARTICLE ONE The names of the corporations proposing to merge and the names of the States under the laws of which such corporation are organized, are as follows:
Name of Corporation State of Incorporation Educational Communications Companies, Inc. Delaware ----------------------------------------------------------------- ----------------------------- Educational Communications, Inc. Illinois ----------------------------------------------------------------- ----------------------------- Educational Communications Real Estate and Investment Corporation Illinois ----------------------------------------------------------------- ----------------------------- Who's Who Among Black Americans, Inc. Delaware ----------------------------------------------------------------- ----------------------------- ----------------------------------------------------------------- -----------------------------
ARTICLE TWO The laws of ILLINOIS AND DELAWARE the States under which such foreign ----------------------- corporations are organized, permit such merger. ARTICLE THREE The name of the surviving corporation shall be EDUCATIONAL COMMUNICATIONS, ---------------------------- INC. and is shall be governed by the laws of the State of ILLINOIS ---- --------- 18 ARTICLE FOUR The plan of merger is as follows: See attached Agreement and Plan of Merger attached hereto and by this reference incorporated herein. ARTICLE FIVE As to each corporation, the number of shares outstanding, the number of shares entitled to vote, and the number and designation of the shares of any class entitled to vote as a class, are:
Name of Corporation Total Total Designation Number Number of Number of Class of Shares Shares of Shares Entitled of Such Outstanding Entitled to to Vote Class Vote as a Class (if any) (if any) Educational Communications Companies, Inc. 450 450 -- -- -------------------------------------------- ----------- --------- ----------- --------- Preferred Educational Communications, Inc. 855 855 Stock 405 -------------------------------------------- ----------- --------- ----------- --------- Educational Communications Real Estate and Investment Corporation 1,000 1,000 -- -- -------------------------------------------- ----------- --------- ----------- --------- Who's Who Among Black Americans, Inc. 198 198 -- -- -------------------------------------------- ----------- --------- ----------- ---------
NOTE: On the date of adoption of the plan of merger an additional 117 shares were held in treasury and not entitled to vote:
Name of Corporation Class Number of Shares Educational Communications, Inc. Preferred 45 Educational Communications, Inc. Common 50 Who's Who Among Black Americans, Inc. Common 22
19 ARTICLE SIX As to each corporation, the number of shares voted for and against the plan, respectively, and the number of shares of any class entitled to vote as a class voted for and against the plan, are:
Name of Corporation Total Total Class Shares Shares Shares Shares Voted for Voted Voted for Voted Against Against Educational Communications, Companies, Inc. 450 -0- -- -- -- ------------------------------------------- --------- ------- ------- --------- ------- Educational Communications, Inc. 855 -0- Pref. 405 -0- ------------------------------------------- --------- ------- ------- --------- ------- Educational Communications Real Estate and Investment Corporation 1,000 -0- -- -- -- ------------------------------------------- --------- ------- ------- --------- ------- Who's Who Among Black Americans, Inc. 198 -0- -- ------------------------------------------- --------- ------- ------- --------- ------- ------------------------------------------- --------- ------- ------- --------- -------
20 ARTICLE SEVEN All Provisions of the laws of the State of Illinois and the State of DELAWARE applicable to the proposed merger have been complied with. IN WITNESS WHEREOF each of the undersigned corporations has caused these articles of merger to be executed in its name by its president or vice president and its corporate seal to be hereunto affixed, attested by its secretary or assistance secretary, this 28TH day of MARCH, 1984. Place Corporate -Educational Communications Companies, Inc. Seal Here By: /s/ Paul C. Krouse ------------------------------------ Its President ATTEST: /s/ Ann W. Krouse --------------------- Its Secretary Place Corporate Educational Communications, Inc. Seal Here By: /s/ Paul C. Krouse ------------------------------------ Its President ATTEST: /s/ Ann W. Krouse --------------------- Its Secretary See attached for signatures for the two additional merging corporations. As authorized officers, we declare that this document has been examined by us and is, to the best of our knowledge and belief, true, correct and complete. 21 EDUCATION COMMUNICATION REAL ESTATE AND INVESTMENT CORPORATION An Illinois corporation (CORPORATE SEAL) ATTEST: /s/ Paul C. Krouse By: /s/ Ann W. Krouse --------------------- ------------------------------------- Secretary President WHO'S WHO AMONG BLACK AMERICANS, INC. A Delaware corporation (CORPORATE SEAL) ATTEST: /s/ Ann W. Krouse By: /s/ Paul C. Krouse --------------------- ------------------------------------- Secretary President 22 AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated the 28th day of March, 1984 pursuant to Section 252 of the General Corporation Law of the State of Delaware and Section 69a of The Business Corporation Act of the State of Illinois among EDUCATIONAL COMMUNICATIONS COMPANIES, INC., a Delaware corporation ("COMMUNICATIONS"), EDUCATIONAL COMMUNICATIONS REAL ESTATE AND INVESTMENT CORPORATION, an Illinois corporation ("REAL ESTATE"), WHO'S WHO AMONG BLACK AMERICANS, INC., a Delaware corporation ("WHO'S WHO"), said corporations hereinafter sometimes referred to jointly as the "Merged Corporations", and EDUCATIONAL COMMUNICATIONS, INC., an Illinois corporation ("ECI" or the "Surviving Corporation"), all of said corporations hereinafter sometimes referred to jointly as the "Constituent Corporations". PRELIMINARY RECITALS 1. The respective Boards of Directors of the Constituent Corporations deem it advisable to merge the Merged Corporations into ECI as the surviving corporation. 2. COMMUNICATIONS is authorized to issue 405 shares of Preferred Stock, par value $1,000 per share, none of which is issued or outstanding, and 450 shares of Common Stock without par value, all of which are issued and outstanding. 3. ECI is authorized to issue 450 Preferred Shares, par value $1,000 per share, 405 of which are issued and outstanding, and 45 of which are held in treasury, and 500 Common Shares without par value, 450 of which are issued and outstanding and 50 of which are held in treasury. COMMUNICATIONS owns all of the issued and outstanding Preferred and Common Shares of ECI. 4. REAL ESTATE is authorized to issue 10,000 Common Shares without par value, 1,000 of which are issued and outstanding and owned by ECI. 5. WHO'S WHO is authorized to issue 220 shares of Common Stock without par value, 198 of which are issued and outstanding and owned by ECI, and 22 of which are held in treasury. 6. The registered office of both COMMUNICATIONS and WHO'S WHO in the State of Delaware is located at number 100 West Tenth Street in the City of Wilmington, County of New Castle, and the name of the registered agent of both corporations at said address is The Corporation Trust Company. The registered office of both ECI and REAL ESTATE in the State of Illinois is located at 208 South LaSalle Street, Suite 550, in the City of Chicago, County of Cook, and the name of the registered agent of both corporations at said address is Michael E. Fox. NOW, THEREFORE, the Constituent Corporations, in consideration of the mutual covenants, agreements and provisions hereinafter contained, do hereby prescribe and AGREE to the terms and conditions of said merger and mode of carrying the same into effect as follows: 23 ARTICLE FIRST: The Constituent Corporations shall be merged into a single corporation in accordance with the applicable provisions of the laws of the State of Illinois and the State of Delaware by the Merged Corporations merging into ECI, which shall be the surviving corporation and shall be governed by the laws of the State of Illinois. ARTICLE SECOND: The Articles of Incorporation of ECI shall be the Articles of Incorporation of the Surviving Corporation, except that the same is hereby amended upon effectiveness of the merger by changing Article Five thereof so as to read in its entirety as follows: "ARTICLE FIVE Paragraph 1. The aggregate number of shares which the corporation is authorized to issue is 1,000, divided into one class. The designation of each class, the number of shares of each class, and the par value, if any, of the shares of each class, or a statement that the shares of any class are without par value, are as follows:
Par value per share or Series Number of statement that shares Class (if any) Shares are without par value Common None 1,000 without par value
Paragraph 2. The preferences, qualifications, limitations, restrictions and the special or relative rights in respect of the shares of each class are: NONE" ARTICLE THIRD: The manner and basis of converting the shares of the Constituent Corporations shall be as follows: (a) Each of the 450 shares of Common Stock of COMMUNICATIONS which shall be issued and outstanding immediately prior to effectiveness of the merger, and all rights in respect thereof, shall, upon effectiveness of the merger, forthwith be changed and converted, without any action on the part of the holder thereof, into two and two-ninths (2-2/9) fully paid and non-assessable Common Shares, without par value, of the Surviving Corporation, for a total of 1,000 Common Shares, without par value. (b) Upon effectiveness of the merger, the owner of the outstanding certificate or certificates theretofore representing shares of Common Stock of COMMUNICATIONS shall be entitled, upon surrender of such certificate or certificates to the Surviving Corporation, to receive in exchange therefor a certificate or certificates representing the number of Common Shares of the Surviving Corporation into which the shares of Common Stock of COMMUNICATIONS theretofore represented by the surrendered certificate or certificates shall have been changed and converted as herein provided. Until so surrendered, the outstanding certificates which had represented shares of Common Stock of COMMUNICATIONS shall be 24 deemed and treated for all corporate purposes to represent the ownership of Common Shares of the Surviving Corporation as though said surrender and exchange had taken place. (c) Upon effectiveness of the merger: (i) the 405 Preferred Shares and 450 Common Shares theretofore issued and outstanding and the 45 Preferred Shares and 50 Common Shares theretofore held in the treasury, of ECI; (ii) the 1,000 Common Shares theretofore issued and outstanding of REAL ESTATE; and (iii) the 198 shares of Common Stock theretofore issued and outstanding and the 22 shares of Common Stock theretofore held in the treasury, of WHO'S WHO, shall be retired and cancelled, and no shares of stock or other securities or property shall be issued in respect thereto. ARTICLE FOURTH: Further terms and conditions of the merger are as follows: a) Upon effectiveness of the merger, the by-laws of ECI as they shall exist immediately prior to effectiveness of the merger shall be and remain the by-laws of the Surviving Corporation until the same shall be altered, amended or repealed as therein provided. b) Upon effectiveness of the merger, the directors and officers of ECI immediately prior thereto shall be the directors and officers of the Surviving Corporation and shall hold office until their successors shall have been elected and qualified. If, immediately prior to effectiveness of the merger, a vacancy shall exist in the Board of Directors or in any of the offices of ECI, such vacancy may thereafter be filled in the manner provided in the by-laws of the Surviving Corporation. c) The merger shall become effective upon the filing of this Agreement and Plan of Merger with the Secretary of State of Delaware and the issuance of a certificate of merger by the Secretary of State of the State of Illinois. d) Upon effectiveness of the merger: (i) The separate existence of the Merged Corporations shall cease, and the Surviving Corporation shall have all the rights, privileges, immunities and powers and be subject to all the duties and liabilities of a corporation organized under the Illinois Business Corporation Act; (ii) The Surviving Corporation shall thereupon and thereafter possess all the rights, privileges, immunities, powers and franchises as well of a public as of a private nature, of each of the Constituent Corporations; and all property, real, personal, and mixed, and all debts due on whatever account, including subscriptions to shares, and all other choses in action, and all and every other interest, of or belonging to or due to each of the Constituent 25 Corporations, shall be taken and deemed to be transferred to and vested in or shall continue to be vested in the Surviving Corporation without further act or deed; and the title to all real estate, or any interest therein, vested in any of the Constituent Corporations shall not revert or be in any way impaired by reason of the merger; and (iii) The Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each of the Constituent Corporations; and any claim existing ~or action or proceeding pending by or against any of the Constituent Corporations may be prosecuted to judgment as if the merger had not taken place, or the Surviving Corporation may be substituted in its place, and neither the rights of creditors nor any liens upon the property of any of the Constituent Corporations shall be impaired by the merger. e) If at any time the Surviving Corporation shall consider or be advised that any further assignments or assurances in law or any other things are necessary or desirable to vest, perfect or confirm in the Surviving Corporation the title or possession to any property or rights of the Merged Corporations, the Merged Corporations and their respective proper officers and directors are hereby authorized, directed and empowered, if and when requested by the Surviving Corporation or by its successors or assigns, to execute and deliver or cause to be executed and delivered all deeds, assignments, assurances and other instruments, and to take or cause to be taken such further or other action, as the Surviving Corporation may deem necessary or desirable to thus vest, perfect or confirm such property or rights in the Surviving Corporation, and otherwise to carry out the purposes of this Agreement and Plan of Merger, and the proper officers of the Surviving Corporation are fully authorized in the name of the Merged Corporations or otherwise to take any and all such action. f) Upon effectiveness of the merger, the stated capital of the Surviving Corporation shall be $451,000 and the paid-in surplus of the Surviving Corporation shall be equal to the sum of the paid-in surplus of ECI and the stated capital and paid-in surplus of COMMUNICATIONS immediately prior to effectiveness of the merger. g) The Surviving Corporation may be served with process in the State of Delaware in any proceeding for enforcement of any obligation of COMMUNICATIONS or WHO'S WHO as well as for enforcement of any obligation of the Surviving Corporation arising from the merger, including any suit or other proceeding to enforce the right of any stockholders as determined in appraisal proceedings pursuant to the provisions of Section 262 of Title 8 of the Delaware Code of 1953; and the Surviving Corporation does hereby irrevocably appoint the Secretary of State of Delaware as its agent to accept service of process in any such suit or other proceedings. The address to which a copy of such process shall be mailed by the Secretary of State of Delaware is Educational Communications, Inc. 721 North McKinley Road Lake Forest, Illinois 60045 Attention: President until the Surviving Corporation shall have hereafter designated in writing to the said Secretary of State a different address for such purpose. In the event of such service upon the Secretary of 26 State in accordance with Subsection (d) of Section 252 of Title 8 of the Delaware Code of 1953, the Secretary of State shall forthwith notify the Surviving Corporation by letter, certified mail, return receipt requested, directed to the Surviving Corporation at the above address, unless the Surviving Corporation shall have designated in writing to the Secretary of State a different address for such purpose, in which case it shall be mailed to the last address so designated. Such letter shall enclose a copy of the process and any other papers served on the Secretary of State pursuant to the foregoing Subsection (d). ARTICLE FIFTH: Anything herein or elsewhere to the contrary notwithstanding, this Agreement and Plan of Merger may be terminated and abandoned by appropriate resolution of the board of directors of any of the Constituent Corporations at any time prior to the filing of this Agreement and Plan of Merger with the Secretary of State of Delaware and the issuance of a certificate of merger by the Secretary of State of Illinois, notwithstanding approval of the agreement by the stockholders of all or any of the Constituent Corporations. ARTICLE SIXTH: This Agreement and Plan of Merger may be executed in multiple counterparts, each of which shall be deemed to be and shall constitute an original hereof. 27 IN WITNESS WHEREOF, the parties to this agreement, pursuant to the approval and authority duly given by resolutions adopted by their respective boards of directors, have caused these presents to be executed by their respective Presidents, and their corporate seals to be hereunto affixed and attested by their respective Secretaries, on the day and year first above written. (CORPORATE SEAL) EDUCATION COMMUNICATIONS COMPANIES, INC. ATTEST: A Delaware corporation /s/ Ann W. Krouse By:/s/ Paul C. Krouse ------------------- ------------------------------------- Secretary President EDUCATION COMMUNICATION, INC. (CORPORATE SEAL) An Illinois corporation ATTEST: /s/ Ann W. Krouse By:/s/ Paul C. Krouse ------------------- ------------------------------------- Secretary President EDUCATION COMMUNICATION REAL ESTATE AND INVESTMENT CORPORATION (CORPORATE SEAL) An Illinois corporation ATTEST: /s/ Paul C. Krouse By:/s/ Ann W. Krouse ------------------- ------------------------------------- Secretary President WHO'S WHO AMONG BLACK AMERICANS, INC. (CORPORATE SEAL) A Delaware corporation ATTEST: /s/ Ann W. Krouse By: /s/ Paul C. Krouse ------------------- ------------------------------------- Secretary President 28 SECRETARY'S CERTIFICATES The undersigned, ANN W. KROUSE, Secretary of EDUCATIONAL COMMUNICATIONS COMPANIES, INC., one of the Constituent Corporations mentioned in the foregoing Agreement and Plan of Merger, on behalf of said corporation certifies as follows: The foregoing Agreement and Plan of Merger has been consented to in writing by all of the stockholders of the corporation entitled to vote on a merger and consolidation. IN WITNESS WHEREOF, I have signed this certificate this 28th day of March, 1984. /s/ Ann W. Krouse ---------------------------------------- Secretary of Educational Communications Companies, Inc. The undersigned, ANN W. KROUSE, Secretary of EDUCATIONAL COMMUNICATIONS, INC., one of the Constituent Corporations mentioned in the foregoing Agreement and Plan of Merger, on behalf of said corporation certifies as follows: The foregoing Agreement and Plan of Merger has been consented to in writing by all of the stockholders of the corporation entitled to vote on a merger and consolidation. IN WITNESS WHEREOF, I have signed this certificate day of March, 1984. /s/ Ann W. Krouse ---------------------------------------- Secretary of Educational Communications, Inc. 29 SECRETARY'S CERTIFICATES The undersigned, PAUL C. KROUSE, Secretary of EDUCATIONAL COMMUNICATIONS REAL ESTATE AND INVESTMENT CORPORATION, one of the Constituent Corporations mentioned in the foregoing Agreement and Plan of Merger, on behalf of said corporation certifies as follows: The foregoing Agreement and Plan of Merger has been consented to in writing by all of the stockholders of the corporation entitled to vote on a merger and consolidation. IN WITNESS WHEREOF, I have signed this certificate this 28th day of March, 1984. /s/ Paul C. Krouse ---------------------------------------- Secretary of Educational Communications Real Estate and Investment Corporation The undersigned, ANN W. KROUSE, Secretary of WHO'S WHO AMONG BLACK AMERICANS, INC., one of the Constituent Corporations mentioned in the foregoing Agreement and Plan of Merger, on behalf of said corporation certifies as follows: The foregoing Agreement and- Plan of Merger has been consented to in writing by all of the stockholders of the corporation entitled to vote on a merger and consolidation. IN WITNESS WHEREOF, I have signed this certificate this 28th day of March, 1984. /s/ Ann W. Krouse ---------------------------------------- Secretary of Who's Who Among Black Americans, Inc. 30