EX-3.1.7 7 dex317.htm ARTICLES OF INCORPORATION OF CASS COUNTY PUBLISHING COMPANY Articles of Incorporation of Cass County Publishing Company

Exhibit 3.1.7

ARTICLES OF INCORPORATION

OF

CASS COUNTY PUBLISHING COMPANY

We, the undersigned, 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 “CASS COUNTY PUBLISHING COMPANY”, do hereby adopt the following Articles of Incorporation:

ARTICLE ONE

The name of the corporation is Cass County Publishing Company.

ARTICLE TWO

The address of its initial registered office in the State of Missouri is: 301 South Lexington, Harrisonville, Cass County, Missouri; and the name of its initial registered agent at such address is J. W. Brown, Jr., and is the address of the corporation.

ARTICLE THREE

The amount of the capital stock is One Hundred Thousand Dollars ($100,000.00), divided into shares of the par value of One Hundred Dollars ($100.00) per share, or a total number of One Thousand (1,000) shares, which this corporation shall be authorized to issue. The Company has issued five (5) shares of its common stock before it commences business, and the consideration paid therefor is the sum of Five Hundred Dollars ($500.00), which now has been paid and said fund is now on hand in cash.

ARTICLE FOUR

The names and places of residences of the shareholders and the number of shares subscribed by each are as follows:

 

Name

 

Residence

 

No. of Shares

J. W. Brown, Jr.   Harrisonville, Missouri   Three
Wanda A. Brown   Harrisonville, Missouri   One
Halbert Martin   Harrisonville, Missouri   One

ARTICLE FIVE

The number of directors to constitute the Board of Directors is three (3).

ARTICLE SIX

The duration of the Corporation is perpetual.


ARTICLE SEVEN

The purposes for which the corporation is formed and the powers which said corporation shall possess are as follows:

To carry on the businesses of printers, engravers, publishers, book and print sellers, bookbinders, and art journalists in all their branches; to carry on the businesses of newspaper and magazine proprietors, news agents, journalists, literature agents, and stationers in all their branches; to carry on the businesses of manufacturers and distributors of and dealers in engravings, prints, pictures, drawings, and any written, engraved, painted, or printed productions, in all their branches; to carry on the businesses of advertisements, in all their branches; to carry on the businesses of paper makers, and printing and other ink manufacturers in all their branches; to purchase, acquire, hold, improve, sell, convey, assign, release, mortgage, incumber, lease, hire, and deal in real and personal property of. every name and nature, and to perform all other powers that may be given to the Corporation by the laws of the State of Missouri; to have and exercise all powers necessary or convenient to effect any or all of the purposes for which the corporation is formed.

ARTICLE EIGHT

It is agreed that no transfer of stock shall be made on the books of the corporation and no sale or assignment thereof shall be valid unless such stock owned by such stockholder shall have been first offered to the corporation and second to the remaining stockholders of this corporation; if the corporation shall fail, neglect or refuse to purchase the same, or if any stockholders shall fail, neglect or refuse to purchase the stock so offered within fifteen (15) days after a written notice of said owner of said share of stock to the corporation and to its stockholder, then said owner of such stock may transfer said stock to any other person.

IN TESTIMONY WHEREOF, we have hereunto set our hands and seals this 15th day of December, 1964.

 

/s/ J. W. Brown, Jr.

/s/ Wanda A. Brown

/s/ Halbert Martin

 

STATE OF MISSOURI   )   
  )    SS
COUNTY OF CASS   )   

The undersigned, J.W. Brown, Jr., Wanda A. Brown, and Halbert Martin, being all of the incorporators of “Cass County Publishing Company” of Harrisonville, Missouri, being duly sworn, upon their oaths each did say that the statements and matters set forth in the forgoing articles of incorporation are true.

 

/s/ J.W. Brown, Jr.

/s/ Wanda A. Brown

/s/ Halbert Martin

Subscribed and sworn to before me this 15th day of December 1964.

 

/s/ [signature of notary illegible]

Notary Public

My commission expires April 10, 1965.

 

STATE OF MISSOURI   )   
  )    SS
COUNTY OF CASS   )   

On this 15th day of December, 1964, before me personally appeared J.W. Brown, Jr., Wanda A. Brown, and Halbert Martin, to be known to be the persons described in and who executed the foregoing instrument and acknowledged that they executed the same as their free act and deed.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my notarial seal the day and year last mentioned above.

 

/s/ [signature of notary illegible]

Notary Public

My commission expires April 10, 1965.

 

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ARTICLES OF MERGER

Pursuant to the provisions of The General and Business Corporation Law of Missouri, the undersigned Corporations certify the following:

That Harrisonville Publishing Company, Inc., a Missouri corporation, and Cass County Publishing Company, a Missouri corporation, are hereby merged and that the above named Cass County Publishing Company is the surviving corporation;

That immediately prior to the merger Harrisonville Publishing Company, Inc. had 15,000 shares of $10.00 par value Common Stock issued and outstanding;

That immediately prior to the merger Cass County Publishing Company had 1,000 shares of $100.00 par value Common Stock issued and outstanding;

That the Board of Directors of Cass County Publishing Company, acting by means of a consent dated June 30, 1988, in lieu of holding a meeting, by a unanimous vote of the members of such board approved the Plan of Merger set forth in these Articles;

That the Board of Directors of Harrisonville Publishing Company, Inc., acting by means of a consent dated June 30, 1988, in lieu of holding a meeting, by a unanimous vote of the members of such board approved the Plan of Merger set forth in these Articles;

That the sole shareholder of all 1,000 shares of Cass County Publishing Company stock entitled to be voted, acting by means of a consent dated June 30, 1988, in lieu of holding a meeting, approved the Plan of Merger set forth in these Articles.

That the holders of all 15,000 shares of Harrisonville Publishing Company, Inc. stock entitled to be voted, acting by means of a consent dated June 30, 1988, in lieu of holding a meeting, by a unanimous note of such shareholders approved the Plan of Merger set forth in these Articles.

PLAN OF MERGER

(a) Harrisonville Publishing Company, Inc. and Cass County Publishing Company are hereby merged and Cass County Publishing Company is the surviving corporation.

(b) The merger shall become effective upon June 30, 1988, following the issuance of a Certificate of Merger of Harrisonville Publishing Company, Inc. and Cass County Publishing Company by the Secretary of State of Missouri (the time when the merger shall so become effective being sometimes hereinafter referred to as the “Effective Date”). Upon the Effective Date:

(i) Harrisonville Publishing Company, Inc. and Cass County Publishing Company (sometimes referred to jointly hereinafter as the “Constituent Corporations”) shall be a single corporation, which shall be Cass County Publishing Company and the separate existence of Harrisonville Publishing Company, Inc. shall cease;


(ii) Surviving Corporation shall thereupon and thereafter possess all the rights, privileges, immunities and franchises, of a public and of a private nature, of each of the Constituent Corporations; and all property, real, personal, and mixed, and all debts due on whatever account and all other choses in action, and all and every other interest, of or belonging to or due to each of the Constituent Corporations, shall be taken and deemed to be vested in Surviving Corporation without further act or deed; and the title to all real estate, or any interest therein, vested in either of the Constitutent Corporations shall not revert or be in any way impaired by reason of the merger; provided that the officers and Board of Directors of each of the Constituent Corporations are authorized to execute all deeds, assignments, and documents of every nature which they may deem reasonably necessary or appropriate to effectuate a full and complete transfer of ownership;

(iii) Surviving Corporation shall thenceforth be responsible and liable for all of the liabilities and obligations of each of the Constituent Corporations; and any claim existing or action or proceeding pending by or against either of the Constituent Corporations may be prosecuted to judgment as if the merger had not taken place, or Surviving Corporation may be substituted in its place, and neither the rights of creditors nor any liens upon the property of either of the Constituent Corporations shall be impaired by the merger; and

(iv) the aggregate amount of the net assets of the Constituent Corporations which was available for the payment of dividends, immediately prior to the merger, to the extent that the value thereof is not transferred to stated capital by the issuance of shares or otherwise, shall continue to be available for payment of dividends by Surviving Corporation.

(c) The officers, Board of Directors and registered agents and offices of Surviving Corporation immediately prior to the effective date of the merger shall be the same until their respective successors are duly elected and qualified or selected under the provisions of the Articles of Incorporation and Bylaws of the Surviving Corporation.

(d) On the Effective Date, each share of Common Stock of Surviving Corporation which, immediately prior to the Effective Date, is issued and outstanding, shall, without any action on the part of the holder thereof, become treasury shares of Surviving Corporation and shall immediately thereafter be cancelled; and the shares of Common Stock of Parent Corporation shall, without any action on the part of any holder thereof, be treated as follows:

(i) 7,875 shares issued, outstanding and owned by Clark O. Murray shall be converted into 567.6 shares of Common Stock of Surviving Corporation;

(ii) 1,500 shares issued, outstanding and owned by Margaret O. Murray shall be converted into 108.1 shares of Common Stock of Surviving Corporation;

(iii) 1,500 shares issued, outstanding and owned by Michael C. Murray shall be converted into 108.1 shares of Common Stock of Surviving Corporation;

(iv) 1,500 shares issued, outstanding and owned by Craig R. Murray shall be converted into 108.1 shares of Common Stock of Surviving Corporation;

 

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(v) 1,500 shares issued, outstanding and owned by Brian D. Murray shall be converted into 108.1 shares of Common Stock of Surviving Corporation;

(vi) 375 shares issued, outstanding and owned by Jack D. and Janet Burton, JTWROS, shall be converted into $8,850.00 cash;

(vii) 375 shares issued, outstanding and owned by Wright S. Coulson shall be converted into $8,850.00 cash; and

(viii) 375 shares issued, outstanding and owned by W. Richard Keene shall be converted into $8,850.00 cash.

As promptly as practicable after the Effective Date, each holder of an outstanding certificate or certificates which, prior to the Effective Date represented shares of Common Stock of Parent Corporation, shall surrender the same to the secretary of Surviving Corporation and such holder or holders shall be entitled to receive in exchange therefor newly issued certificates representing shares of Common Stock of Surviving Corporation or cash as set forth above.

(e) On the Effective Date and until thereafter altered, amended or repealed in accordance with the provisions thereof and applicable law, each of Articles One, Two, Three, Four, Five, Six, Seven and Eight of the Articles of Incorporation of Surviving Corporation shall be amended in its entirety into the respective one of Articles One, Two, Three, Four, Five, Six, Seven and Eight on Exhibit 1 which is attached hereto and made a part hereof; provided that the Surviving Corporation’s Articles of Incorporation are further amended by the Addition of Articles Nine, Ten and Eleven as such Articles appear on said Exhibit 1.

 

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IN WITNESS WHEREOF, these Articles of Merger have been executed in duplicate by the aforementioned corporations as of the day and year hereafter acknowledged

 

      CASS COUNTY PUBLISHING COMPANY
(Corporate Seal)     By:   /s/ [signature illegible]
      Its:   President

 

ATTEST:

/s/Jack D. Burton

Secretary

 

      HARRISONVILLE PUBLISHING COMPANY, INC.
By:  

 

    By:  

/s/ Clark O. Murray

(Corporate Seal)     Its:   President
ATTEST:      

/s/ Jack D. Burton

     
Secretary      

 

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EXHIBIT 1 - Cass County Publishing Company

ARTICLE ONE

NAME

The name of the corporation is Cass County Publishing Company.

ARTICLE TWO

REGISTERED OFFICE AND AGENT

The address, including street and number, if any, of the corporation’s registered office in this state is 2345 Grand Avenue, Suite 2600, Kansas City, Missouri 64108; and the name of its registered agent at such address is Registered Agent, Ltd.

ARTICLE THREE

STOCK

The aggregate number, class and par value, if any, of shares which the corporation shall have authority to issue shall be:

 

Class

   Par Value, if Any, Per Share    Number of Shares

Common

   $ 100.00    2,000

No holder of capital stock of this corporation shall be entitled as a matter of right to subscribe for, purchase, or receive any part of any new or additional issue of stock including treasury stock of any class, whether now or hereafter authorized, or of any bonds, notes, debentures, other securities or stock convertible into stock of any class, and all such additional shares of stock, bonds, notes, debentures, other securities or stock convertible into stock may be issued and disposed of by the Board of Directors to such person or persons on such terms and for such consideration (so far as may be permitted by law) as the Board of Directors, in their absolute discretion, may deem advisable; provided, however, that any holder of Stock of this corporation, whether or not a holder of any of the stock of this Corporation currently authorized above, shall have the pre-emptive rights, if any, authorized under Missouri law with respect to any stock of this corporation authorized and issued in excess of the above authorized 2,000 shares of stock. For the purposes of this Article Three, any issuance of Stock of this corporation, including but not limited to treasury stock, shall be deemed to be out of the 2,000 currently authorized shares of stock of this corporation except to the extent said issuance causes the issued and outstanding stock of this corporation at the time of said issuance to exceed 2,000 shares.


ARTICLE FOUR

RESERVATION OF RIGHTS

Any person, upon becoming the owner or holder of any shares of stock or other securities issued by this corporation, does thereby consent and agree that all rights, powers, privileges, obligations or restrictions pertaining to such securities in any way may be altered, amended, restricted, enlarged or repealed by legislative enactments of the State of Missouri or of the United States hereafter adopted which have reference to or affect corporations or such securities in any way; and that the corporation reserves the right to transact any business for the corporation, to alter, amend or repeal these Articles of Incorporation, or to do any other act or things as authorized, permitted or allowed by such legislative enactments.

ARTICLE FIVE

DIRECTORS

The number of directors which shall constitute the Board of Directors shall be fixed from time to time by or in the manner provided in the bylaws of the Corporation, provided that the number of directors shall not be less than three (3), and provided, further, that until a different number is fixed by or in the manner provided in the Bylaws, the number of directors which shall constitute the Board of Directors now shall be four (4). Any change in the number of directors shall be reported to the Secretary of State within thirty (30) calendar days following such change.

ARTICLE SIX

DURATION

The duration of the corporation is perpetual.

ARTICLE SEVEN

OBJECTS, PURPOSES AND POWERS

The corporation is formed for the following purposes:

(a) To operate a newspaper or shopper publication, commercial printing, or newspaper, shopper or printing distribution business.

(b) To engage in any commercial, mercantile, manufacturing, mining, industrial, importing, exporting or trading business, venture, activity or service or other business, venture, activity or service of any kind or type, whether for its own account, for the account of another, as a general partner, a limited partner, or a joint venturer;

(c) To engage in scientific and technological research and pursuits of every lawful kind and description and to utilize, employ and exploit any and all knowledge resulting therefrom;

 

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(d) To purchase, lease, rent, accept or otherwise acquire, own, hold, sell, mortgage, charge, exchange, encumber, or dispose of in any manner whatsoever, invest, trade and deal in and with real and personal property of every kind and description, whether tangible or intangible, corporeal or incorporeal;

(e) To carry on the above and any other lawful business and to do any and everything necessary, suitable, convenient or proper for the accomplishment of any of the purposes or the attainment of any or all of the objects hereinbefore enumerated or for the enhancement of the value of the property of the corporation or which shall at any time appear conducive thereto, including, without limitation, the making of political contributions in the manner and to the extent permitted by law and the establishment, financing and maintenance of political committees in the manner and to the extent permitted by law, either as principal, agent, for its own or another’s account, as a general partner, a limited partner, or a joint venturer; and further to have all the rights, powers and privileges now or hereafter conferred by the laws of the State of Missouri or under any act amendatory thereof, supplemental thereto or substituted therefor.

The objects and purposes specified in the foregoing clauses of this Article Seven shall, except where otherwise expressed, be in no way limited or restricted by reference to or inference from the terms of any other clause of this or any other Article of these Articles of Incorporation, and shall be construed as powers as well as objects and purposes.

ARTICLE EIGHT

CERTAIN TRANSACTIONS

No contract or transaction between the corporation and one or more of its directors or officers or between the corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers or have a financial interest shall be void or voidable solely for this reason or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction or solely because his or their votes are counted for such purpose.

ARTICLE NINE

INDEMNIFICATION

(a) The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he is or was a director (hereinafter referred to in this Article Nine as the Representatives or a “Representative”) of the corporation, or is or was a Representative and is or was serving at the request of the corporation as a representative of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including, without limitation, attorneys’ and accountants’ fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, to the extent and under the circumstances permitted by The General and Business Corporation Law of Missouri now in effect or as hereafter amended. Such indemnification (unless

 

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ordered by a court) shall be made as authorized in a specific case upon a determination that indemnification of the Representative is proper in the circumstances because he has met the applicable standards of conduct set forth in The General and Business Corporation Law of Missouri now in effect or as hereafter amended. Such determination shall be made by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or if such quorum is not obtainable, or even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or by the shareholders. The foregoing right of indemnification shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaws, agreement, vote of shareholders or disinterested directors or otherwise, and shall continue as to a person who has ceased to be a Representative and shall inure to the benefit of the heirs, executors and administrators of such a person.

(b) The corporation may purchase and maintain insurance on behalf of any person against any liability asserted against him and incurred by him in any capacity whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article.

ARTICLE TEN

AMENDMENTS TO BYLAWS

The bylaws of the corporation may from time to time be altered, amended, suspended or repealed or new bylaws may be adopted by the shareholders or by the Board of Directors. The power of the directors to alter, amend, suspend or repeal the bylaws or any portion thereof may be denied as to any bylaws or portion thereof enacted by the shareholders if at the time of such enactment the shareholders shall so expressly provide.

ARTICLE ELEVEN

CAPTIONS

The captions and subcaptions are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of these Articles nor the intent of any provision thereof.

 

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Charter #114968

 

SURVIVING CORP    Cass County Publishing Company
    

SHARES

   1000@ $100.00    increase to 2000 @ $100.00
    

ISSUED

   1000    1000
    

UN-ISSUED

      1000
    

 

 

MERGING CORPORATIONS

 

  1. Charter #275398

 

CORP. NAME    Harrisonville Publishing Company, Inc.
    
SHARES    75,000 @ $10.50
    
ISSUED    15,000
    

 

  2. Charter #            

 

CORP. NAME

 
   
SHARES  
   
ISSUED  
   

 

  3. Charter #            

 

CORP. NAME

 
   
SHARES  
   
ISSUED  
   

 

  4. Charter #            

 

CORP. NAME

 
   
SHARES  
   
ISSUED  
   

 

 

 

SHARE EXCHANGE

   SURVIVING SHARES OUTSTANDING

#1    15,000 7875 for 567.6

  

1000

567.6

#2                 1500 for 108.1

  

432.4

108.1

#3                 1500 for 108.1

  

324.3

108.1

#4                 1500 for 108.1

   216.2

 

-5-


                           1500 for 108.1

  

108.1

108.1

                             375 for cash $8,850

  

                             375 for cash $8,850

  

200,000

100,000

                             375 for cash $8,850

  

100,000

5

                             15,000

  

                50 increase

              25 merger

    $75

 

 

 

TAX CLEARANCE                                                                                                                                                                                     
FILING FEE                                                          

 

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Evelyn Talbott

7/11/88

TAX CLEARNACE - MERGERS

             /s/ Bal. Due c87 450.76 Amended 87 filed per Sharon

 

#00275398   

HARRISONVILLE PUBLISHING COMPANY, INC.

                                     (SEE ATTACHED)

   6/30/88
#00275399    LEE’S SUMMIT PUBLISHING COMPANY. INC.    6/30/88
#001174606   

MID-WEST MEDICAL LABORATORY. INC.

                                     (see attached reports)

   7/7/88
#00207863    ORCHARD BOX CO.    7/5/88
#F00240696

/s/we have the report

  

WESTERN AIR LINES, INC.

                                     (corporation forfeited on 4/22/87)

                                                 (see attached report)

   4/1/87
#00189676   

MIDSTATES INVESTMENT CO., INC.

 

                                                 /s/ [initials illegible]

                                                             7-12-88

   7/5/88

 

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State of Missouri

Rebecca McDowell Cook, Secretary of State

P.O. Box 778, Jefferson City, MO 65102

Corporation Division

Statement of Change of Registered Agent and/or

Registered Office

By a Foreign or Domestic For Profit or Nonprofit Corporation

Charter No. 00114968

 

(1) The name of the corporation is Cass County Publishing Company

 

(2) The address, including street and number, of its present registered office (before change) is:

2345 Grand Avenue, Suite 2600, Kansas City, MO 64108

 

(3) The address, including street and number, of its registered office is hereby changed to:

CT Corporation System, 120 S. Central Avenue, Clayton, MO 63105

 

(4) The name of its present registered agent (before change) is: Registered Agent, Ltd.

 

(5) The name of the new registered agent is: CT Corporation System

Authorized signature of new registered agent must appear below

 

/s/ Naseem A. Conde

(May attach separate originally executed written consent to this form in lieu of signature)

 

(6) The address of its registered office and the address of the office of its registered agent, as changed, will be identical.

In affirmation of the facts stated above:

 

/s/ Lynda Hauswirth

   

Lynda Hauswirth

Authorized signature of officer or , if applicable,

Chairman of the Board

   

Assistant Vice President

   

5/14/2001

(Title)     (Date of Signature)


STATE OF MISSOURI . . . Office of Secretary of State

ROY D. BLUNT, Secretary of State

Amendment of Articles of Incorporation

(To be submitted in duplicate by an attorney)

HONORABLE ROY D. BLUNT

SECRETARY OF STATE

STATE OF MISSOURI

P.O. BOX 778

JEFFERSON CITY, MO 65102

Pursuant to the provisions of The General and Business Corporation Law of Missouri, the undersigned Corporation certifies the following:

 

1. The president of the Corporation is CASS COUNTY PUBLISHING COMPANY

The name under which it was originally organized was CASS COUNTY PUBLISHING COMPANY

 

2. An amendment to the Corporation’s Articles of Incorporation was adopted by the Shareholders on November 25, 1985.

 

3. Article Number Five is amended to read as follows:

ARTICLE FIVE

The number of directors which shall constitute the Board of Directors shall be fixed from time to time by or in the manner provided in the Bylaws of the Corporation, provided that the number of directors shall not be less than three (3), and provided, further, that until a different number is fixed by or in the manner provided in the Bylaws, the number of directors which shall constitute the Board of Directors now shall be four (4). Any change in the number of directors shall be reported to the Secretary of State within thirty (30) calendar days following such change.

(If more than one article is to be amended or-more space is needed attach fly sheet.)

 

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4. Of the 1,000 shares 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:

 

Class

  

Number of Outstanding Shares

Common    1,000

 

5. The number of shares voted for and against the amendment was as follows:

 

Class

  

No. Voted For

  

No. Voted Against

Common    1,000    -0-

 

6. If the amendment changed the number or par value of authorized shares having a par value, the amount in dollars of authorized shares having a par value as changed is:

N/A

If the amendment changed the number of authorized shares without par value, the authorized number of shares without par value as changed and the consideration proposed to be received for such increased authorized shares without par value as are to be presently issued are:

N/A

 

7. If the amendment provides for an exchange, reclassification, or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, the following is a statement of the manner in which such reduction shall be effected:

N/A

 

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IN WITNESS WHEREOF, the undersigned, Clark O. Murray, President, has executed this instrument and its Secretary, Jack D. Burton has affixed its corporate seal hereto and attested said seal on the 25th day of November, 1985.

(SEAL)

 

    CASS COUNTY PUBLISHING COMPANY
      Name of Corporation
ATTEST:      

/s/ Jack D. Burton

    By  

/s/ Clark O. Murray

Secretary or Assistant Secretary       President or Vice President
Jack D. Burton, Secretary       Clark O. Murray, President

 

State of KANSAS     )
    )    ss
County of JOHNSON     )

I, Carlene Bauer, a Notary Public, do hereby certify that on this 25th day of November, 1985, personally appeared before me Clark O. Murray who, being by me first duly sworn, declared that he is the President of Cass County Publishing Company that he signed the foregoing document as President of the corporation, and that the statements therein contained are true.

(SEAL)

 

     

/s/ Carlene Bauer

      Notary Public
      My commission expires June 2, 1988

 

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RESTATEMENT OF THE

ARTICLES OF INCORPORATION

OF

CASS COUNTY PUBLISHING COMPANY

The undersigned natural persons, being the duly elected and acting President and Secretary, respectively, of Cass County Publishing Company, hereby verify that this Restatement of said corporation’s Articles of Incorporation correctly sets forth without change the corresponding provisions of the Articles of Incorporation as heretofore amended, that these Restated Articles of Incorporation supersede the original Articles of Incorporation and all amendments thereto, and that these Restated Articles of Incorporation were unanimously adopted by means of a written consent dated June 30, 1988 executed by the holders of all 1,000 outstanding shares (1,000 for, 0 against) of the corporation’s stock. The Restated Articles of Incorporation are as follows:

ARTICLE ONE

NAME AND INCORPORATORS

The name of the corporation is Cass County Publishing Company. The incorporators, their addresses and the number of shares each originally held were: J. W. Brown, Harrisonville, Missouri (3 shares); Wanda A. Brown, Harrisonville, Missouri (1 share); and Halbert Martin, Harrisonville, Missouri (1 share).

ARTICLE TWO

REGISTERED OFFICE AND AGENT

The address, including street and number, if any, of the corporation’s registered office in this state is 2345 Grand Avenue, Suite 2600, Kansas City, Missouri 64108; and the name of its registered agent at such address is Registered Agent, Ltd.

ARTICLE THREE

STOCK

The aggregate number, class and par value, if any, of shares which the corporation shall have authority to issue shall be:

 

Class

   Par Value if Any, Per Share    Number of Shares

Common

   $ 100.00    2,000

No holder of capital stock of this corporation shall be entitled as a matter of right to subscribe for, purchase, or receive any part of any new or additional issue of stock including treasury stock of any class, whether now or hereafter authorized, or of any bonds, notes, debentures, other securities or stock convertible into stock of any class, and all such additional shares of stock, bonds, notes, debentures, other securities or stock convertible into stock may be issued and disposed of by the

 

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Board of Directors to such person or persons on such terms and for such consideration (so far as may be permitted by law) as the Board of Directors, in their absolute discretion, may deem advisable; provided, however, that any holder of Stock of this corporation, whether or not a holder of any of the stock of this Corporation currently authorized above, shall have the pre-emptive rights, if any, authorized under Missouri law with respect to any stock of this corporation authorized and issued in excess of the above authorized 2,000 shares of stock. For the purposes of this Article Three, any issuance of Stock of this corporation, including but not limited to treasury stock, shall be deemed to be out of the 2,000 currently authorized shares of stock of this corporation except to the extent said issuance causes the issued and outstanding stock of this corporation at the time of said issuance to exceed 2,000 shares.

ARTICLE FOUR

RESERVATION OF RIGHTS

Any person, upon becoming the owner or holder of any shares of stock or other securities issued by this corporation, does thereby consent and agree that all rights, powers, privileges, obligations or restrictions pertaining to such securities in any way may be altered, amended, restricted, enlarged or repealed by legislative enactments of the State of Missouri or of the United States hereafter adopted which have reference to or affect corporations or such securities in any way; and that the corporation reserves the right to transact any business for the corporation, to alter, amend or repeal these Articles of Incorporation, or to do any other act or things as authorized, permitted or allowed by such legislative enactments.

ARTICLE FIVE

DIRECTORS

The number of directors which shall constitute the Board of Directors shall be fixed from time to time by or in the manner provided in the bylaws of the Corporation, provided that the number of directors shall not be less than three (3), and provided, further, that until a different number is fixed by or in the manner provided in the Bylaws, the number of directors which shall constitute the Board of Directors now shall be four (4). Any change in the number of directors shall be reported to the Secretary of State within thirty (30) calendar days following such change.

ARTICLE SIX

DURATION

The duration of the corporation is perpetual.

ARTICLE SEVEN

OBJECTS, PURPOSES AND POWERS

The corporation is formed for the following purposes:

(a) To operate a newspaper or shopper publication, commercial printing, or newspaper, shopper or printing distribution business.

 

-2-


(b) To engage in any commercial, mercantile, manufacturing, mining, industrial, importing, exporting or trading business, venture, activity or service or other business, venture, activity or service of any kind or type, whether for its own account, for the account of another, as a general partner, a limited partner, or a joint venturer;

(c) To engage in scientific and technological research and pursuits of every lawful kind and description and to utilize, employ and exploit any and all knowledge resulting therefrom;

(d) To purchase, lease, rent, accept or otherwise acquire, own, hold, sell, mortgage, charge, exchange, encumber, or dispose of in any manner whatsoever, invest, trade and deal in and with real and personal property of every kind and description, whether tangible or intangible, corporeal or incorporeal;

(e) To carry on the above and any other lawful business and to do any and everything necessary, suitable, convenient or proper for the accomplishment of any of the purposes or the attainment of any or all of the objects hereinbefore enumerated or for the enhancement of the value of the property of the corporation or which shall at any time appear conducive thereto, including, without limitation, the making of political contributions in the manner and to the extent permitted by law and the establishment, financing and maintenance of political committees in the manner and to the extent permitted by law, either as principal, agent, for its own or another’s account, as a general partner, a limited partner, or a joint venturer; and further to have all the rights, powers and privileges now or hereafter conferred by the laws of the State of Missouri or under any act amendatory thereof, supplemental thereto or substituted therefor.

The objects and purposes specified in the foregoing clauses of this Article Seven shall, except where otherwise expressed, be in no way limited or restricted by reference to or inference from the terms of any other clause of this or any other Article of these Articles of Incorporation, and shall be construed as powers as well as objects and purposes.

ARTICLE EIGHT

CERTAIN TRANSACTIONS

No contract or transaction between the corporation and one or more of its directors or officers or between the corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers or have a financial interest shall be void or voidable solely for this reason or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction or solely because his or their votes are counted for such purpose.

 

-3-


ARTICLE NINE

INDEMNIFICATION

(a) The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he is or was a director (hereinafter referred to in this Article Nine as the “Representative” or a “Representative”) of the corporation, or is or was a Representative and is or was serving at the request of the corporation as a representative of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including, without limitation, attorneys’ and accountants’ fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, to the extent and under the circumstances permitted by The General and Business Corporation Law of Missouri now in effect or as hereafter amended. Such indemnification (unless ordered by a court) shall be made as authorized in a specific case upon a determination that indemnification of the Representative is proper in the circumstances because he has met the applicable standards of conduct set forth in The General and Business Corporation Law of Missouri now in effect or as hereafter amended. Such determination shall be made by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or if such quorum is not obtainable, or even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or by the shareholders. The foregoing right of indemnification shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaws, agreement, vote of shareholders or disinterested directors or otherwise, and shall continue as to a person who has ceased to be a Representative and shall inure to the benefit of the heirs, executors and administrators of such a person.

(b) The corporation may purchase and maintain insurance on behalf of any person against any liability asserted against him and incurred by him in any capacity whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article.

ARTICLE TEN

AMENDMENTS TO BYLAWS

The bylaws of the corporation may from time to time be altered, amended, suspended or repealed or new bylaws may be adopted by the shareholders or by the Board of Directors. The power of the directors to alter, amend, suspend or repeal the bylaws or any portion thereof may be denied as to any bylaws or portion thereof enacted by the shareholders if at the time of such enactment the shareholders shall so expressly provide.

 

-4-


ARTICLE ELEVEN

CAPTIONS

The captions and subcaptions are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of these Articles nor the intent of any provision thereof.

IN WITNESS WHEREOF, the undersigned, William E. James, President of Cass County Publishing Company, has executed this instrument and Jack D. Burton, Secretary of said corporation, has affixed its corporate seal hereto and attested said seal on the 1st day of October, 1988.

 

(SEAL)     CASS COUNTY PUBLISHING COMPANY
ATTEST:      

/s/ Jack D. Burton

    By  

/s/ William E. James

Jack D. Burton, Secretary       William E. James, President

 

-5-


State of KANSAS

 

)

 
 

)

  ss.

County of JOHNSON

 

)

 

I, Harry E. Wigner, Jr., a Notary Public, do hereby certify that on this 1st day of October, 1988, personally appeared before me William E. James who, being by me first duly sworn, declared that he is the President of Cass County Publishing Company; that he signed the foregoing document as President of the corporation; and that the statements therein contained are true.

 

/s/ Harry E. Wigner, Jr.

Notary Public

My commission expires:

 

State of KANSAS

 

)

 
 

)

  ss.

County of JOHNSON

 

)

 

I, Harry E. Wigner, Jr., a Notary Public, do hereby certify that on this 1st day of October, 1988, personally appeared before me Jack D. Burton who, being by me first duly sworn, declared that he is the Secretary of Cass County Publishing Company; that he signed the foregoing document as President of the corporation; and that the statements therein contained are true.

 

/s/ Harry E. Wigner, Jr.

Notary Public

My commission expires:

 

-6-


STATE of MISSOURI

James C. Kirkpatrick, Secretary of State

Corporation Division

Statement of Change of Registered Agent or Registered Office

by Foreign or Domestic Corporations

To SECRETARY OF STATE,

Jefferson City, Missouri.

   Charter No. 1144968

The undersigned corporation, organized and existing under the laws of the state of Missouri for the purpose of changing its registered agent or its registered office or both, in Missouri as provided by the provisions of “The General and Business Corporation Act of Missouri,” represents that:

 

1. The name of the Corporation is CASS COUNTY PUBLISHING COMPANY

 

2. The name of its PRESENT registered agent (before change) is J. W. Brown, Jr.

 

3. The name of the new registered agent is Registered Agent, Ltd.

 

4. The address, including street number, if any, of its PRESENT registered office (before change) is 301 So. Lexington, Harrisonville, MO 64701

 

5. The address of its registered office (including street number, if any change is to be made) is hereby CHANGED TO 2345 Grand Avenue. Suite 2600, Kansas City, MO 64108

 

6. The address of its registered office and the address of the business office of its registered agent, as changed, will be identical.

 

7. Such change was authorized by resolution duly adopted by the board of directors.


IN WITNESS WHEREOF, the undersigned corporation has caused this report to be executed in its name by its PRESIDENT OR VICE-PRESIDENT, attested by its SECRETARY OR ASSISTANT SECRETARY

This 19 day of December, A.D. 1985

 

(SEAL)

    CASS COUNTY PUBLISHING COMPANY
    NAME OF CORPORATION
    By  

/s/ Clark O. Murray

     

PRESIDENT

      Clark O. Murray, President

 

Attest:

/s/ Jack D. Burton

SECRETARY OR ASSISTANT SECRETARY
Jack D. Burton, Secretary

 

State of KANSAS

 

)

 
 

)

  ss.

County of JOHNSON

 

)

 

I, Carlene Bauer, a Notary Public, do hereby certify that on this 19th day of December, A.D. 1985, personally appeared before me Clark O. Murray who declares he is the President of the corporation, executing the foregoing document, and being first duly sworn, acknowledged that he signed the foregoing document in the capacity therein set forth and declared that the statements therein contained are true.

WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written.

(SEAL)

 

     

/s/ Carlene Bauer

      Notary Public
      My commission expires June 2, 1988

 

-2-


STATE OF MISSOURI . . . Office of Secretary of State

ROY D. BLUNT, Secretary of State

Amendment of Articles of Incorporation

(To be submitted in duplicate)

HONORABLE ROY D. BLUNT

SECRETARY OF STATE

STATE OF MISSOURI

P.O. BOX 778

JEFFERSON CITY, MO 65102

Pursuant to the provisions of The General and Business Corporation Law of Missouri, the undersigned Corporation certifies the following:

 

1. The president of the Corporation is Cass County Publishing Company

The name under which it was originally organized was Cass County Publishing Company

 

2. An amendment to the Corporation’s Articles of Incorporation was adopted by the shareholders by means of executing a unanimous written consent pursuant to §351.273R.S.Mo., on November 3, 1992

 

3. Article Number Three is amended to read as follows:

(See Attached Page)

(If more than one article is to be amended or more space is needed attach fly sheet)

 

-1-


4. Of the 1,000 shares 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:

 

Class

  

Number of Outstanding Shares

Common

   1,000

 

5. The number of shares voted for and against the amendment was as follows

 

Class

  

No. Voted For

  

No. Voted Against

Common

   1,000    -0-

 

6. If the amendment changed the number or par value of authorized shares having a par value, the amount in dollars of authorized shares having a par value as changed is:

$200,000 (2,000 Class A Common Shares with par value of $50.00 per share plus 2,000 Class B Common Shares with par value of $50.00 per share)

If the amendment changed the number of authorized shares without par value, the authorized number of shares without par value as changed and the consideration proposed to be received for such increased authorized shares without par value as are to be presently issued are:

Not Applicable

 

7. If the amendment provides for an exchange, reclassification, or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, the following is a statement of the manner in which such reduction shall be effected:

Upon the effective date of the amendment, each share of $100.00 par value common stock now outstanding will be exchanged for one share of Class A Common Stock with par value of $50.00 per share.

 

-2-


IN WITNESS WHEREOF, the undersigned, Jack D. Burton, Executive Vice-President of Cass County Publishing Company has executed this instrument and its Secretary, Jack D. Burton has affixed its corporate seal hereto and attested said seal on the 3rd day of November, 1992.

(SEAL)

 

    CASS COUNTY PUBLISHING COMPANY, INC.
                            Name of Corporation

ATTEST:

 

/s/ Jack D. Burton

    By  

/s/ Jack D. Burton

Secretary or Assistant Secretary       President or Vice President
Jack D. Burton, Secretary       Jack D. Burton, Vice-President

 

State of KANSAS

 
  ss

County of JOHNSON

 

I, Carlene Bauer, a Notary Public, do hereby certify that on this 3 day of November, 1992, personally appeared before me Jack D. Burton who, being by me first duly sworn, declared that he is the Executive Vice President and Secretary of Cass County Publishing Company and that he signed the foregoing document as Executive Vice President and Secretary of the corporation, and that the statements therein contained are true.

(SEAL)

 

   

/s/ Carlene Bauer

    Notary Public
    My commission expires June 2, 1996

 

-3-


AMENDED ARTICLE OF

CASS COUNTY PUBLISHING COMPANY

ARTICLE THREE

The aggregate number and classes of shares of capital stock which the corporation shall have authority to issue shall be:

 

Class

   Par Value    Number of Shares

Class A Common

   $ 50.00    2,000

Class B Common

   $ 50.00    2,000

The Class A Common Stock and Class B Common Stock shall be identical in all respects, except that the holders of Class B Common Stock shall have no voting power for any purpose whatsoever and the holders of class A Common Stock shall, to the exclusion of the holders of class B Common Stock, have full voting power for all purposes.

No holder of capital stock of this Corporation shall be entitled as a matter of right to subscribe for, purchase, or receive any part of any new or additional issue of stock including treasury stock of any class, whether now or hereafter authorized, or of any bonds, notes, debentures, other securities or stock convertible into stock of any class, and all such additional shares of stock, bonds, notes, debentures, other securities or stock convertible into stock may be issued and disposed of by the Board of Directors to such person or persons on such terms and for such consideration (so far as may be permitted by law) as the Board of Directors, in their absolute discretion, may deem advisable; provided, however, that any holder of Stock of this Corporation, whether or not a holder of any of the stock of this corporation currently authorized above, shall have the preemptive rights, if any, authorized under Missouri law with respect to any stock of this corporation authorized and issued in excess of the above authorized 4,000 shares of stock. For the purposes of this Article Three, any issuance of Stock of this corporation, including but not limited to treasury stock, shall be deemed to be out of the 4,000 currently authorized shares of stock of this corporation except to the extent said issuance causes the issued and outstanding stock of this corporation at the time of said issuance to exceed 4,000 shares.

Upon the effective date of said amendment to Article Three of the Articles of Incorporation, immediately and automatically each share of common stock with $100.00 par value per share then outstanding shall be known as a share of Class A Common Stock with $50.00 par value per share and thereafter the officers shall execute and exchange stock certificates evidencing one share of Class A Common Stock with $50.00 par value per share for each share of common stock with $100.00 par value per share then outstanding.


STATEMENT OP REDUCTION OP STATED CAPITAL

OF

CASS COUNTY PUBLISHING COMPANY

The undersigned, Cass County Publishing Company, a Missouri corporation (herein the “Company” or the “Corporation”), for the purpose of reducing the stated capital of the Company, in accordance with The General and Business Corporation Law of Missouri, does hereby make and execute this Statement of Stated Capital:

FIRST. The name of the Company is Cass County Publishing Company.

SECOND. The following resolutions, adopting an Amendment to Article THREE of the Company’s Articles of Incorporation, and setting forth the reduction of the stated capital of the Company, and the manner for effecting the same concurrently with the effectiveness of said Amendment to the Company’s Articles of Incorporation were unanimously adopted by the stockholders of the Company, to-wit:

BE IT RESOLVED, that whereas the Board of Directors of the Company has adopted a resolution declaring the advisability of the adoption by the stockholders of the following Amendment to the Articles of Incorporation of the Company in lieu of the existing Article Three and whereas the stockholders have duly considered the proposed Amendment and have determined it to be in the best interests of the Company that the same be adopted, now, therefore, the stockholders of the Company hereby adopt the following Amendment to the Articles of Incorporation of the Company as a substitute for the existing Article Three, to-wit:

ARTICLE THREE

The aggregate number and classes of shares of capital stock which the Corporation shall have authority to issue shall be:

 

Class

   Par Value    Number of Shares

Class A Common

   $ 50.00    2,000

Class B Common

   $ 50.00    2,000

The Class A Common Stock and Class B Common Stock shall be identical in all respects, except that the holders of Class B Common Stock shall have no voting power for any purpose whatsoever and the holders of Class A Common Stock shall, to the exclusion of the holders of Class B Common Stock, have full voting power for all purposes.

No holder of capital stock of this corporation shall be entitled as a matter of right to subscribe for, purchase, or receive any part of any new or additional issue of stock including treasury stock of any class, whether now or hereafter authorized, or of any bonds, notes, debentures, other securities or stock convertible into stock of any class, and all such additional shares of stock, bonds, notes, debentures, other securities or stock convertible into stock may be issued and disposed of by the Board of Directors to such person or persons on


such terms and for such consideration (so far as may be permitted by law) as the Board of Directors, in their absolute discretion, may deem advisable; provided, however, that any holder of Stock of this Corporation, whether or not a holder of any of the stock of this Corporation currently authorized above, shall have the pre-emptive rights, if any, authorized under Missouri law with respect to any stock of this Corporation authorized and issued in excess of the above authorized 4,000 shares of stock. For the purposes of this Article Three, any issuance of Stock of this Corporation, including but not limited to treasury stock, shall be deemed to be out of the 4,000 currently authorized shares of stock of this Corporation except to the extent said issuance causes the issued and outstanding stock of this corporation at the time of said issuance to exceed 4,000 shares.

Upon the effective date of said amendment to Article Three of the Articles of Incorporation, immediately and automatically each share of common stock with $100.00 par value per share then outstanding shall be known as a share of Class A Common Stock with $50.00 par value per share and thereafter the officers shall execute and exchange stock certificates evidencing one share of Class A Common Stock with $50.00 par value per share for each share of common stock with $100.00 par value per share then outstanding.

and the officers and Directors of the Company are hereby authorized and directed to take such actions as they deem necessary or appropriate in order to complete the process of so amending the Articles of Incorporation, including, without limitation by filing such documents and recording the same in such offices as are necessary or appropriate under Missouri law.

BE IT FURTHER RESOLVED, that whereas the Board of Directors of the Company has determined it to be advisable for the Company to reduce its stated capital immediately following the effectiveness of the aforesaid Amendment to the Company’s Articles of Incorporation, and whereas the stockholders hereby make the same determination, now therefore the Company’s stated capital is reduced, effective concurrently with the effective date of the aforesaid Amendment, by transferring from the Company’s stated capital to the Company’s paid-in surplus $50.00 for each of the Company’s 1,000 shares of common stock which were issued immediately prior to the effectiveness of said Amendment, which constitutes a reduction of stated capital of $50,000.00 so that the stated capital of the Company shall be reduced from $100,000.00 to $50,000.00 and the paid in surplus of the Company shall be increased from $0.00 to $50,000.00; provided that upon the effectiveness of this reduction of stated capital said reduction shall be effected by each share of common stock with $100.00 par value per share then outstanding becoming known as a share of Class A Common Stock with $50.00 par value per share; provided further that the officers and Directors of the company are hereby authorized and directed to take such steps as they deem necessary or appropriate in order to complete the process of so reducing the Company’s stated capital, including, without limitation by filing such documents and recording the same in such offices as are necessary or appropriate under Missouri law.

THIRD. The number of shares of stock of the Company outstanding and entitled to vote on the reduction of stated capital was 1,000 shares of common stock with $100.00 par value per share.

 

-2-


FOURTH. The foregoing reduction of stated capital was, in accordance with the provisions of The General and Business Corporation Law of Missouri, adopted by written consent signed by all of the stockholders of the Company entitled to vote thereon, such consent having the same force and effect as a unanimous vote of the stockholders thereon at a meeting duly held. Consequently, the number of shares voted for the foregoing reduction of stated capital was 1,000 and the number of shares voted against such reduction was none.

IN WITNESS WHEREOF, the undersigned, Jack D. Burton, Executive Vice President of Case county Publishing Company, has executed this instrument and its Secretary, Jack D. Burton, has affixed its corporate seal hereto and attested said seal on the day of November, 1992.

(SEAL)

    CASS COUNTY PUBLISHING COMPANY, INC.

 

ATTEST:

 

     

/s/ Jack D. Burton

    By  

/s/ Jack D. Burton

Jack D. Burton, Secretary

      Jack D. Burton,
      Executive Vice-President

 

State of KANSAS

   )      
   )    ss   

County of JOHNSON

   )      

I, Carlene Bauer, a Notary Public, do hereby certify that on this 3 day of November, 1992, personally appeared before me Jack D. Burton who, being by me first duly sworn, declared that he is the Executive Vice President and Secretary of Cass County Publishing Company and that he signed the foregoing document as Executive Vice President and Secretary of the corporation, and that the statements therein contained are true.

(SEAL)

 

   

/s/ Carlene Bauer

   

Notary Public

My commission expires:

June 2, 1996

 

-3-


AFFIDAVIT OF RECORDING OF ARTICLES OF

INCORPORATION

 

STATE OF MISSOURI

   )      
   )    ss.   

OF

   )      

FILING FEE DUE $4.50

We, the undersigned being all the directors of CASS COUNTY PUBLISHING COMPANY a corporation formed under the laws of Missouri as shown by Certificate No. 114968 issued on the 17th day of December, 1964, by the Secretary of State do upon our oath state that the Articles of Incorporation to which was attached a certified copy of the Certificate, was filed for record in the office of the Recorder of Deeds in             , County* of             , on the 21st day of December, 1964.

 

/s/ J.W. Brown, Jr.

/s/ [signature illegible]

/s/ Hal Martin

(To be executed by ALL the directors provided

for in the Articles of Incorporation)

Subscribed and sworn to before me this 29th day of December A.D. 1964. My commission expires April 10, 1965.

(SEAL)

 

/s/ [signature illegible]

Notary Public

 

* If in St. Louis omit reference to county.