ARTICLES OF INCORPORATION



ARTICLES OF INCORPORATIONOFESC Development, Inc.ARTICLE FIRST:The name of the Corporation isESC Development, Inc.ARTICLE SECOND:The existence of the Corporation is perpetual.ARTICLE THIRD:The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State 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.ARTICLE FOURTH:The initial street and mailing address of the Corporation is 10202 W. Washington Boulevard, Culver City, California 90232.ARTICLE FIFTH:The name of the Corporation’s initial agent for service of process within the State of California in accordance with the provision of subsection (b) of Section 1502 of the General Corporation Law of the State of California is Sony Pictures Entertainment Inc.ARTICLE SIXTH:The total number of shares which the Corporation is authorized to issue is One Thousand Shares, with $0.10 par value, all of which are of one class and are Common Shares.The Board of Directors of the Corporation may issue any or all of the aforesaid authorized shares of the Corporation from time to time for such consideration as it shall determine and may determine from time to time the amount of such consideration, if any, to be credited in paid-in surplus.ARTICLE SEVENTH:The Board of Directors is expressly authorized to adopt, amend or repeal the By-Laws of the Corporation, except as otherwise provided by law.ARTICLE EIGHTH:The Corporation reserves the right to amend, alter, change, or repeal any provisions contained in these Articles of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon shareholders herein are granted subject to this reservation.ARTICLE NINTH:The personal liability of the directors of the Corporation for monetary damages shall be eliminated to the fullest extent permissible under California law as the same exists and to such greater extent as California law may hereafter permit.ARTICLE TENTH:The Corporation is authorized to provide indemnification of agents (as defined in Section 317 of the General Corporation Law) for breach of duty to the Corporation and its Shareholders, in excess of that expressly permitted by such Section 317 under any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise, subject to the limits on such excess indemnification set forth in Section 204 of the General Corporation Law. Any repeal or modification of the provisions of this Article or of Articles NINTH by the Shareholders of the Corporation shall not adversely affect any right or protection of any agent of the Corporation existing at the time of such repeal or modification.Dated this 13th day of December, 2013___________________________Elizabeth Magnusen, Incorporator ................
................

In order to avoid copyright disputes, this page is only a partial summary.

Google Online Preview   Download