EX-3.45 11 a2096166zex-3_45.txt EXHIBIT 3.45 EXHIBIT 3.45 [SEAL] ARTICLES OF INCORPORATION OF PK SERVICES CORP. I The name of this corporation is PK SERVICES CORP. 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: Paul F. Kagan 26340 Carmel Rancho Blvd. Carmel, California 93923 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 DATED: July 10, 1978 /s/ Paul F. Kagan -------------------------- Paul F. Kagan I hereby declare that I am the person who executed the foregoing Articles of Incorporation, which execution is my act and deed. /s/ Paul F. Kagan --------------------------- Paul F. Kagan [SEAL] CERTIFICATE OF AMENDMENT of ARTICLES OF INCORPORATION PAUL F. KAGAN certifies that: 1. He is the sole incorporator of PK SERVICES CORP., a California corporation. 2. He hereby adopts the following amendment of the articles of incorporation of this corporation: 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 Ten Thousand (10,000). Upon amendment of this Article IV, there is no effect on the number of outstanding shares of stock." 3. No directors were named in the original articles of incorporation and none have been elected. 4. No shares have been issued. /s/ Paul F. Kagan --------------------------- Paul F. Kagan, Incorporator The undersigned declares under penalty of perjury that the matters set forth in the foregoing certificate are true of his own knowledge. Executed at CARMEL, CA, on August 31, 1978. /s/ Paul F. Kagan --------------------------- Paul F. Kagan [SEAL] CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF PK SERVICES CORP. The undersigned certify that: 1. They are the President and Secretary, respectively, of the following named corporation: PK Services Corp. 2. The following amendment to the corporation's Articles of Incorporation has been approved by the Board of Directors of the corporation: Article I of the Articles of Incorporation is amended to read in its entirety as follows: "The name of this corporation is Kagan Seminars, Inc." 3. The amendment was approved by the required vote of shareholders in accordance with Section 902 of the California Corporations Code and the Articles and Bylaws of the corporation. The total number of outstanding shares entitled to vote with respect to the amendment, and the number of such shares voting in favor of the amendment were as follows: Outstanding voting shares: 100 Shares voting in favor of amendment: 100 The number of shares voting in favor of the amendment equaled or exceeded the vote required. 4/18/88 /s/ Paul F. Kagan -------------- ---------------------------- Date Paul F. Kagan, President 4/18/88 /s/ Florence Kagan -------------- ---------------------------- Date Florence Kagan, Secretary Each of the undersigned declares under penalty of perjury that the statements contained in the foregoing certificate are true and correct of his or her own knowledge, and that this declaration was executed in Carmel, California, on the dates set forth below. 4/18/88 /s/ Paul F. Kagan -------------- ---------------------------- Date Paul F. Kagan, President 4/18/88 /s/ Florence Kagan -------------- ---------------------------- Date Florence Kagan, Secretary certart.pks(3b) [SEAL]