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Among the board of directors of this corporation are the following individuals who testified before us today: Thornton W. Owen, who testified today as the president, Terminal Committee, Inc., Washington, D.C.; Llewyln A. Jennings, who testified today as the chairman, Federal City Council; Gen. James A. Mollison, who testified today as the chairman, Public Affairs Committee, Metropolitan Washington Board of Trade; Claude A. Jessup, who testified today as the president, Eastern Continental Trailways Bus System; and Gen. Louis W. Prentiss, who testified today as the chairman, Project Planning Committee, Federal City Council. There are five other members of the board of directors of this corporation.

The three incorporators of this corporation are L. A. Jennings, Thornton W. Owen, and Gen. Louis W. Prentiss.

Mr. Chairman, for the benefit of those who are interested in this legislation, I request that the articles of incorporation, and the certi

I fication thereof, for this corporation be made a part of the hearings at this point. The National Industrial Exposition & Transportation Center, Inc., is a stock corporation founded, among other things, with the objective of “promotion, construction, ownership, and operation of a permanent industrial exposition and transportation center.”

(The certification and articles follow:)

OFFICE OF RECORDER OF DEEDS

CORPORATION DIVISION, WASHINGTON This is to certify that the pages attached hereto constitute a full, true, and complete copy of Certificate and Articles of Incorporation of National Industrial E.rposition & Transportation Center, Inc., as received and filed October 25, 1965, as the same appears of record in this office.

In Testimony whereof. I hare hereunto set my hand and caused the seal of this office to be a ffised, this the 31st day of October A.D. 1967.

PETER S. RIDLEY,

Recorder of Deeds, D.C.

By NATHANIEL GROS MAX, Assistant Superintendent of Corporations, D.C. OFFICE OF RECORDER OF DEEDS

CERTIFICATE This is to certify that all applicable provisions of the District of Columbia Business Corporations Act have been compiled with and accordingly this certificate of Incorporation in hereby issued to National Industrial Esposition & Transportation Center, Inc., as of October 25, 1965.

PETER S. RIDLEY,

Recorder of Deeds, D.C. By ALFRED GOLDSTEIN,

Superintendent of Corporations. OFFICE OF SUPERINTENDENT OF CORPORATIONS, DISTRICT OF COLUMBIA Filing Fee $20.02. Indexing Fee, 2010 Initial License Fee $10.00. ARTICLES OF INCORPORATION OF NATIONAL INDUSTRIAL EXPOSITION E

Travspostarmox CENTER, INC. We, the undersigned natural persons of the age of twenty-one sean or more, acting as incorporators of a corporation under the District of Columbia Business

Corporation Act, adopt the following Articles of Incorporation for such corporation:

FIBST: The name of the corporation is National Industrial Exposition & Transportation Center, Inc.

SECOND: The period of its duration is perpetual.
THIRD : The purpose or purposes for which the corporation is organized are:

To purchase, take, receive, lease or otherwise acquire, own, hold, use, develop, manage, invest in, improve and otherwise deal in and with, and sell, convey, mortgage, pledge, lease, exchange, transfer and otherwise dispose of lands, real estate, real property, chattels real, and estates, interests, rights and equities therein without limitation.

To build, purchase, take, receive, lease or otherwise acquire, own, hold, use, maintain, alter, repair and improve, manage and sell, convey, mortgagge, pledge, lease, exchange, transfer and otherwise dispose of buildings, structures, works and improvements of all kinds; to plan, establish, furnish, decorate, equip, improve, maintain, lease, sublease, sell, convey, exchange and transfer space, offices, rooms, suites and apartments; and to manufacture, purchase, or otherwise acquire, own, use, install, maintain, repair, operate and deal in and with, and sell, mortgage, pledge, lease or otherwise dispose of fixtures, improvements and furnishings of all kinds and any articles, materials, machinery, equipment and property used for or in connection with any business or property of the corporation.

To engage in the business of managing, supervising and operating real property, buildings and structures; to negotiate and consummate for itself or for others, leases and other contracts with respect to such property to enter into contracts, either as principal or as agent for the furnishing, maintenance, repair or improvement of any property managed, supervised or operated by the corporation; to furnish management, and other services and to engage in and conduct, or authorize, license or permit others to engage in and conduct, any business or activity incident, necessary, advisable or advantageous to the ownership of property, buildings, structures and facilities, managed, supervised or operated by the corporation, which includes, but it not limited to, the power to construct, establish, purchase, lease or otherwise acquire, and to own, hold, operate, provide and maintain, and to mortgage, sell, let, lease or otherwise dispose of exhibition facilities of all kinds and descriptions, business and cultural centers, theaters, halls, parking facilities, restaurants, transportation facilities, auditorium, buildings, plants, factories, workshops, studios, stages and offices necessary, useful or incidental to the establishment, promotion and maintenance of exhibtions, trade shows and expositions intended to stimulate industry, business and commerce, national and international.

In general, to carry on any other business connected with or incidental to the foregoing objects and purposes, and to have and exercise all the powers conferred by the laws of the District of Columbia upon corporations formed under the District of Columbia Business Corporation Act.

FOURTH: The aggregate number of shares which the corporation is authorized to issue is 41,000, 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:

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FIFTH: The preference, qualifications, limitations, restrictions and special or relative rights in respect of the shares of each class are:

No stockholder shall pledge, hypothecate, sell, assign, transfer, or otherwise dispose of any share or shares of stock of this corporation, nor shall the executor, administrator, trustee, assignee or other legal representative of a decreased stockholder pledge, hypothecate, sell, assign, transfer or otherwise dispose of any share or shares of the stock of this corporation without first offering in writing addressed to this corporation by registered mail said share or shares of stock for sale to the corporation and the corporation shall have the right to purchase the same at any time within thirty (30) days after the receipt of written notice of said offer. If the corporation fails to purchase all of the shares so offered for sale, within such thirty (30) days, then the Secretary of the corporation shall notify the other stockholders of such class of stock of the corporation that all or the remainder of such stock, as the case may be, is available for purchase and the other stockholders of such class of stock of the corporation shall have the right to purchase ratably, in proportion to their respective holdings, all or the remainder of such stock, as the case may be, at any time within thirty (30) days after receipt of said notice from the Secretary of the corporation. If any stockholder of such class of stock fails to purchase his proportionate share of the shares of stock so offered within such thirty-day period, then the remaining stockholders of such class of stock shall have the right to purchase his proportionate share ratably, according to their respective holdings, at any time within an additional thirty (30) days from the close of the previous option period. If the corporation or the remaining stockholders of such class of stock shall fail to purchase all of said shares so offered for sale during the respective thirty (30) day periods, then the owner or holder thereof shall have the right to transfer such shares to whomsoever he determines, but at a price not less than the price to be paid by the corporation or the other stockholders as hereinafter provided. The purchase price of said share or shares, whether purchased by the corporation, the other stockholders, or partly by both, shall be equal to the book value of said share or shares as of the last day of the month next preceding the month during which said offer is made to the corporation. In computing the book value of the stock, no evaluation shall be given to the good will of the corporation or to any unrealized appreciation or depreciation of assets. Compliance with the terms and conditions herein set forth in regard to the sale, assignment, transfer or other disposition of the shares of stock of this corporation shall be a condition precedent to the transfer of such shares of stock on the books of this corporation.

SIXTH: The corporation will not commence business until at least One Thousand Dollars has been received by it as consideration for the issuance of shares.

SEVENTH : Provisions limiting or denying to shareholders the preemptire right to acquire additional shares of the corporation are:

The preemptire rights of shareholders to subscribe to additional issues of shares of stock of the corporation, whether now or hereafter authorized, are fully preserved and are not denied or limited in any way, and each shareholder of the corporation shall, upon the issue or sale of shares of authorized but unissued stock, whether noir or hereafter authorized, have the right to subscribe to and purchase such shares in proportion to the number of shares owned by each.

EIGHTH: Prorisions for the regulation of the internal affairs of the corporation are:

At each annual meeting for the election of directors, the holders of the Class A Common Stuck, voting as a class shall be entitled to elect Class A Directors, and the holders of the Class B Common Stock, roting as a Class shall be entitled to elect the Class B Directors as prorided for in the Br-Laws. The number of Class A Directors shall, at all times, constitute a majority of the total number of directors. In the erent that a racaner should occur in the Board of Directors the racaner shall be filled bs the rote of the directors of the class of stock in which such racaner occurred.

On any other corporate action requiring the rote of shareholders approral by the atřirmative rote of both Class A Common Stock and Class B Common Stuck roting as separate classes shall be required.

In all other respects the Class A Common Stock and the Class B Common Stock shall be equal, as though they constituted a single class of sterk.

Sixtu: The address, including street and number of the initial registered ottice of the corporation is ons leith Street. 11. COC T. Corporation Srstem. Washington, DC, 3Måand the name of the initial registered agnt at such address is C.T. Corporation Srstem.

TENTH: The number of direton constituting the initial lmani of dincters of the corporation is ten and the names and addresses including sides and num

ber, of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and shall qualify are:

Names and addresses (All Washington, D.C.):
Daniel W. Bell, 3816 Gramercy Street, N.W.
L. A. Jennings, 1503 Pennsylvania Avenue, N.W.
Thornton W. Owen, Suite 700, 1111 E Street, N.W.
General James A. Mollison, 5104 MacArthur Boulevard, N.W.
General Louis W. Prentiss, 525 School, S.W.
F. Elwood Davis, 800 17th Street, N.W.
Edward C. Baltz, 1111 E Street, N.W.
William H. Press, 1616 K Street, N.W.
James C. Wilkes, 1401 K Street, N.W.
being all class A Directors.

Name and address :
Claude A. Jessup, P.O. Box 951, Charlottesville, Virginia
being the Class B Director

ELEVENTH: The name and address, including street and number, of each incorporator is :

Name and address :
L. A. Jennings, 1503 Pennsylvania Avenue, N.W., Washington, D.C.
Thornton W. Owen, Suite 700, 1111 E Street, N.W., Washington, D.C.
General Louis W. Prentiss, 525 School Street, S.W., Washington, D.C.
Dated : October 22, 1965.

L. A. JENNINGS,
THORNTON W. OWEN,
Gen. LOUIS W. PRENTISS,

Incorporators. (Whereupon, at 11:40 p.m., the hearing was adjourned.)

85-894–67—6

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