Exhibit 1.17
ARTICLES OF INCORPORATION
OF
RRH ACQUISITION CORP.
HONORABLE ROY D. BLUNT
SECRETARY OF STATE
JEFFERSON CITY, MISSOURI 65101
The undersigned natural person of the age of eighteen (18) years or more for the purpose of forming a Corporation under The General and Business Corporation Law of Missouri hereby adopts the following Articles of Incorporation:
The name of the Corporation is RRH ACQUISITION CORP.
The address, including street and number, if any, of the Corporations initial registered office in this State is 1400 North Price, St. Louis, Missouri, 63132 and the name of its initial registered agent at such address is Robert R. Hermann, Jr.
The aggregate number of shares which the Corporation shall have authority to issue shall be THIRTY THOUSAND SHARES, which shall have a par value of ONE ($1.00) DOLLAR each, amounting in the aggregate to THIRTY THOUSAND ($30,000.00) DOLLARS, and all of said shares shall be COMMON SHARES.
The common shares of the Corporation are intended to be offered commencing with the date of filing of these Articles of Incorporation in such a manner as to conform whenever practicable to the requirements of Section 1244 of the Internal Revenue Code of 1986, as amended, in that, in general, such common shares shall be offered only for consideration consisting of money or property not including stock or securities and not including services; provided, however, that the Board of Directors may, in its discretion, cause the Corporation to issue shares that do not conform to the requirements of Section 1244, as amended; and provided further, that no failure to meet the requirements of the said Section 1244, as amended, shall cause any issuance or reissuance of any shares of the Corporation to be invalid or ineffective in any respect.
The extent to which the preemptive rights of shareholders to acquire additional shares are granted; limited or denied is as follows:
No holder of any stock of the Corporation shall be entitled, as a matter of right, to purchase, subscribe for, or otherwise acquire any new or additional shares of stock of the Corporation of any class, or any options or warrants to purchase, subscribe for or otherwise acquire any such new or additional shares, or any shares, bonds, notes, debentures, or other securities convertible into or carrying options or warrants to purchase, subscribe for or otherwise acquire any such new or additional shares.
The name and place of residence of each incorporator is as follows:
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Robert F. Dwornick |
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1927 King Arthur Court |
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St. Louis, MO 63146 |
The number of Directors to constitute the first Board of Directors is one (1). Thereafter, the number of Directors shall be fixed by or in the manner provided for in the By-Laws of the Corporation. Any changes in the number of Directors will be reported to the Secretary of State within thirty (30) calendar days after any such change.
In all elections of Directors of this Corporation, each Common shareholder shall have the right to cast as many votes as shall equal (x) the number of such shares held by him multiplied by (y) the number of Directors to be elected, and he may cast all of such votes for a single Director or may distribute them among the number of Directors to be elected, or any two (2) or more of them, as such shareholder may deem fit.
The duration of the Corporation is perpetual.
The Corporation is formed for the following PURPOSES and POWERS, to-wit:
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Except as otherwise specifically provided by statute, all powers of management and direct control of the Corporation shall be vested in the Board of Directors.
Notwithstanding the foregoing, except for adoption of the initial By-Laws of the Corporation, the power to make, and from time to time to repeal, amend, and alter the By-Laws of the Corporation shall be vested in the holders of the Common Stock of the Corporation, which power may be exercised (after such notice as may be required or waiver thereof) at any annual or special meeting of the holders of such shares by the vote of a majority of such of said shares as are issued and outstanding and entitled to vote at such meeting.
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No contract or other transaction between this Corporation and any other firm or corporation shall be affected or invalidated by reason of the fact that any of the Directors or Officers of this Corporation are interested in or are members, shareholders, directors, or officers of such other firm or corporation; and any Director or Officer of this Corporation may be a party to or may be interested in any contract or transaction of this Corporation in which this Corporation is interested and no such contract or transaction shall be affected or invalidated thereby; and each and every person who may become a Director or Officer of this Corporation is hereby relieved from any liability as a result of holding any such position that might otherwise exist from contracting or transacting business with this Corporation for the benefit of such Director or Officer or of any person, firm, association or corporation in which such Director or Officer may be in anywise interested.
The private property of the Shareholders of this Corporation shall not be subject to the payment of corporate debts, except to the extent of any unpaid balance of subscriptions for shares.
The power to amend and alter the Articles of Incorporation of the Corporation shall be vested solely in the holders of the Common stock of the Corporation (except to the extent that in certain circumstances the holders of any other class of stock may be entitled by law to vote). This power may be exercised (after such notice as may be required or waiver thereof) at any annual or special meeting of the holders of the aforementioned shares by a vote of a majority of such shares as are issued and outstanding and entitled to vote at such meeting.
Each Director or Officer, or former Director or Officer of this Corporation and his legal representatives, shall be indemnified by the Corporation against liabilities, expenses, counsel fees and costs reasonably incurred by him or his estate in connection with, or arising out of, any action, suit, proceeding or claim in which he is made a party by reason of his being or having been such Director or Officer; and any person who, at the request of this Corporation served as Director or Officer of another corporation in which this Corporation owned corporate stock and his legal representative shall in like manner be indemnified by this Corporation; provided, that in neither case shall the Corporation indemnify such Director or Officer with respect to any matters as to which he shall be finally adjudged in any such action, suit, or proceeding to have been liable for negligence or misconduct in the performance of his duties as such Director or Officer. The indemnification herein provided for, however, shall apply also in respect of any amount paid in compromise of any such action, suit, or proceeding or claim asserted against such Director or Officer (including expenses, counsel fees, and cost reasonably incurred in connection therewith), provided the Board of Directors shall have first approved such proposed compromise settlement and determined that the Officer or Director involved was not guilty of negligence or misconduct; but, in taking such action, any Director involved shall not be qualified to vote thereon, and if for this reason a quorum of the Board cannot be obtained to vote
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on such matters, it shall be determined by a Committee of three or more persons appointed by the Shareholders at a duly called special meeting or a regular meeting. In determining whether or not a Director or Officer was guilty of negligence or misconduct in relation to any such matter, the Board of Directors or Committee, as the case may be, may rely conclusively upon an opinion of independent counsel selected by such Board or Committee. The right to indemnification herein provided shall not be exclusive of any other rights not inconsistent herewith to which such Director or Officer may be entitled under the By-Laws of the Corporation, any agreement with the Corporation, under law, or otherwise.
IN WITNESS WHEREOF, these Articles of Incorporation have been executed on this 26th day of February, 1990.
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INCORPORATOR: |
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/s/ Robert F. Dwornick |
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Robert F. Dwornick |
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STATE OF MISSOURI |
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COUNTY OF ST. LOUIS |
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I, Lois A. Newcomb , a Notary Public, do hereby certify that on this 26 day of February, 1990, personally appeared before me Robert F. Dwornick who, being by me first duly sworn, declared that he is the person who signed the foregoing document as Incorporator and that the statements therein contained are true.
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/s/ Lois A. Newcomb |
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Lois A. Newcomb |
Notary Public |
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My commission expires: 9/8/93.
Robert F. Dwornick
Attorney for Incorporator
8000 Maryland, Ninth Floor
St. Louis, Missouri 63105
Telephone: (314) 727-7676
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AMENDMENT OF ARTICLES OF INCORPORATION
OF
RRH ACQUISITION CORP.
HONORABLE ROY D. BLUNT
SECRETARY OF STATE
STATE OF MISSOURI
JEFFERSON CITY, MISSOURI 65101
Pursuant to the provisions of The General and Business Corporation Law of Missouri, the undersigned Corporation certifies the following:
The name of the Corporation is RRH Acquisition Corp.
The name under which it was originally organized was RRH Acquisition Corp.
An Amendment to the Corporations Articles of Incorporation was adopted by the Shareholder on March 27, 1990.
Article One of the Articles of Incorporation is amended to read in its entirety as follows:
ARTICLE ONE
The name of the Corporation is Hermann Marketing, Inc.
Of the 1,000 shares issued and outstanding, 1,000 of such shares were entitled to vote on such Amendment.
The number of outstanding shares of any class entitled to vote thereon as a class were as follows:
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Class |
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Number of Outstanding Shares |
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Common |
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1,000 |
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The number of shares voted for and against the Amendment was as follows:
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Class |
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No. Voted For |
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No. Voted Against |
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Common |
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1,000 |
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0 |
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The Amendment did not change the number or par value of authorized shares having a par value.
The Amendment did not provide for any exchange, reclassification, or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the value of issued shares of that class.
IN WITNESS WHEREOF, the undersigned, James J. Sharkey, Jr., President of the Corporation, has executed this instrument and Linda Binns, Secretary of the Corporation, has affixed its corporate seal hereto and attested said seal on the 27 day of March , 1990.
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RRH ACQUISITION CORP. |
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By |
/s/ James J. Sharkey, Jr. |
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James J. Sharkey, Jr., |
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President |
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(CORPORATE SEAL)
ATTEST:
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/s/ Linda Binns |
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Linda Binns, Secretary |
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STATE OF MISSOURI |
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COUNTY OF ST. LOUIS |
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I, Dolores Frank, a Notary Public do hereby certify that on this 27th day of March , 1990 , personally appeared before me James J. Sharkey, Jr., who, being by me first duly sworn, declared that he is the President of RRH Acquisition Corp., and that he signed the foregoing document as President of the Corporation, and that the statements therein contained are true.
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/s/ Dolores Frank |
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Notary Public |
My commission expires: 3/21/92
Robert F. Dwornick
Suelthaus & Kaplan, P.C.
7733 Forsyth Blvd., 12th Floor
St. Louis, Missouri 63105
Telephone: (314) 727-7676
ATTORNEY FOR CORPORATION
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