ARTICLES OF AGREEMENT OF NEW ENGLAND BEAUTY SUPPLY CORPORATION
ARTICLES
OF AGREEMENT
OF
NEW ENGLAND BEAUTY SUPPLY CORPORATION
We, the undersigned, being all of lawful age, do hereby associate ourselves together for the purpose of forming a corporation under the Business Corporation Law, N. H. Revised Statutes Annotated, Chapter 294, and any amendments thereto.
1. The name of the corporation shall be New England Beauty Supply Corporation.
2. The object for which this corporation is established shall be to engage in the business of operating a wholesale beauty supply distributorship.
The corporation shall also have the following powers and authority:
To purchase, improve, develop, hold and enjoy real estate in fee simple, upon ground rent or lease, and to lease, mortgage, and sell the same in such parts or parcels, improved or unimproved, and on such terms as to time and manner of payment as may be agreed upon.
To borrow or raise monies for the business of the corporation and any and all of its purposes and objects upon such terms as the Board of Directors may determine and the law permit.
To engage in any lawful business not specifically prohibited by Chapter 294 of the New Hampshire Revised Statutes Annotated as fully and completely as if the corporation were an actual person.
3. The city in which the principal place of business of said corporation is to be located is Keene, New Hampshire, and the corporation may carry on its business or any part thereof at other places either within or without the State of New Hampshire.
4. The capital stock of the corporation shall consist of three hundred (300) shares of common stock without nominal or par value.
5. The duties, terms of office and manner of electing the officers and directors of this corporation shall be established in by-laws to be adopted by this corporation.
6. The first meeting of the incorporators shall be held at the offices of Xxxxxxx and Xxxxxx, 00 Xxxxxxxxxx Xxxxxx, Xxxxx, Xxx Xxxxxxxxx, xx the 5th day of September, 1979, at 10:00 A. M.
WITNESS our hands this 5th day of September, 1979.
| Name |
Post Office Address |
|
|---|---|---|
/s/Xxxxxxx X. Xxxxxx |
Xxxxxxx Road Keene, New Hampshire 03431 |
|
| Xxxxxxx X. Xxxxxx | ||
/s/Xxxxxx X. X'Xxxxxxxx |
00 Xxxxxxx Xxxxxx Xxxxx, Xxx Xxxxxxxxx 00000 |
|
| Xxxxxx X. X'Xxxxxxxx | ||
/s/Xxxxx X. Xxxxxxx, Xx. |
00 Xxxxxxxxxx Xxxxxx Xxxxx, Xxx Xxxxxxxxx 00000 |
|
| Xxxxx X. Xxxxxxx, Xx. |
0
Xxxxx
xx Xxx Xxxxxxxxx
Xxxxxx xx Xxxxxxxx, XX.
We, the undersigned, being the Treasurer and a majority of the Board of Directors of New England Beauty Supply Corporation, do hereby make oath:
1. That a special meeting of the Stockholders of New England Beauty Supply Corporation was held at the offices of Xxxxxxx and Xxxxxx, 00 Xxxxxxxxxx Xxxxxx, Xxxxx, Xxx Xxxxxxxxx xx November 1, 1979.
2. That the meeting was called for the purpose of considering changing the name of the corporation to Xxxxx Beauty Supply, Inc.
3. That all of the Stockholders of the corporation were present and voting.
4. That the following is a true copy of the vote to change the name of the corporation which was unanimously adopted by the Stockholders:
"Upon motion duly made and seconded, it was unanimously
"VOTED to change the name of the corporation from New England Beauty Supply Corporation to Xxxxx Beauty Supply, Inc., and further voted to authorize the proper officers of the corporation to file the necessary affidavit with the Secretary of State and to pay the necessary fees and do any and all things necessary to legalize the change in the corporate name."
This certificate is signed under the penalties of perjury.
/s/Xxxxxxx X. Xxxxxx |
||
| Treasurer and Director | ||
/s/Xxxxxx X. X'Xxxxxxxx |
||
| Director |
Subscribed and sworn to before me this 1st day of November, 1979.
/s/Illegible |
||
| Justice of the Peace |
2
STATE
OF NEW HAMPSHIRE
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
XXXXX BEAUTY SUPPLY, INC.
PURSUANT TO THE PROVISIONS OF SECTION 61 OF THE NEW HAMPSHIRE BUSINESS CORPORATION ACT, THE UNDERSIGNED CORPORATION ADOPTS THE FOLLOWING ARTICLES OF AMENDMENT TO ITS ARTICLES OF INCORPORATION:
FIRST: The name of the corporation is Xxxxx Beauty Supply, Inc.
SECOND: The following amendments of the Articles of Incorporation were adopted by the shareholders of the corporation on May 12, 1983, in the manner prescribed by the New Hampshire Business Corporation Act:
that the name of the corporation is changed from Xxxxx Beauty Supply, Inc. to New England Beauty Supply, Inc.
THIRD: The number of shares of the corporation outstanding at the time of such adoption was 300; and the number of shares entitled to vote thereon was 300.
FOURTH: The designation and number of outstanding shares of each class entitled to vote thereon as a class were as follows:
| Class |
Number of Shares |
|
|---|---|---|
| Common without par value | 300 |
FIFTH: The number of shares voted for such amendment was 300; and the number of shares voted against such amendment was none.
SIXTH: The number of shares of each class entitled to vote thereon as a class voted for and against such amendment, respectively, was:
| |
Number of Shares Votes |
|||
|---|---|---|---|---|
| Class |
||||
| For |
Against |
|||
| Common without par value | 300 | 0 | ||
SEVENTH: The manner in which any exchange, reclassification, or cancellation of issued shares provided for in the amendment shall be effected is as follows:
Not applicable
3
EIGHTH: The manner in which such amendment effects a change in the amount of stated capital, and the amount of stated capital, expressed in dollars, as changed by such amendment, are as follows:
Not applicable
Dated: July 1, 1983 |
XXXXX BEAUTY SUPPLY, INC. |
|||
By |
/s/Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx Its President |
|||
And |
/s/Xxxxx X. Xxxxxxx, Xx. Xxxxx X. Xxxxxxx, Xx. Its Secretary |
|||
4
STATE OF NEW HAMPSHIRE
ARTICLES
OF AMENDMENT
to the
ARTICLES OF INCORPORATION
OF
New England Beauty Supply, Inc.
PURSUANT TO THE PROVISIONS OF SECTION 61 OF THE NEW HAMPSHIRE BUSINESS CORPORATION ACT, THE UNDERSIGNED CORPORATION ADOPTS THE FOLLOWING ARTICLES OF AMENDMENT TO ITS ARTICLES OF INCORPORATION:
FIRST: The name of the corporation is New England Beauty Supply, Inc.
SECOND: The following amendments of the Articles of Incorporation were adopted by the shareholders (Note 1) of the corporation on July 12, 1989, in the manner prescribed by the New Hampshire Business Corporation Act: (Insert Amendments)
The Articles have been changed in the following way,
the name is changed to Yankee Beauty Supply, Inc.
[if more space is needed, attach additional sheet(s)]
THIRD: The number of shares of the corporation outstanding at the time of such adoption was 300; and the number of shares entitled to vote thereon was 300
FOURTH: The designation and number of outstanding shares of each class entitled to vote thereon as a class were as follows: (Note 2)
| Class |
Number of Shares |
|
|---|---|---|
| Common | 300 |
FIFTH: The number of shares voted for such amendment was 300; and the number of shares voted against such amendment was 0 (Note 2)
SIXTH: The number of shares of each class entitled to vote thereon as a class voted for and against such amendment, respectively, was: (Note 2)
| |
Number of Shares voted |
|||
|---|---|---|---|---|
| Class |
||||
| For |
Against |
|||
| Common | 300 | 0 | ||
SEVENTH: The manner in which any exchange, reclassification, or cancellation of issued shares provided for in the amendment shall be effected is as follows: (Note 3)
N/A
5
EITHTH: The manner in which such amendment effects a change in the amount of stated capital, and the amount of stated capital, expressed in dollars, as changed by such amendment, are as follows: (Note 2)
N/A
Dated July 12, 1989 |
||||
| New England Beauty Supply, Inc. (Note 4) |
||||
By |
/s/ Xxxxxxx X. Xxxxxx (Note 5) Its President |
|||
and |
/s/Xxxx X. Xxxxxx (Note 5) Its Secretary Protem |
|||
Notes: |
1. |
Change to "board of directors" if no shares have been issued. |
||
2. |
If inapplicable, omit. |
|||
3. |
This article may be omitted if the subject matter is set forth in the amendment or if it is inapplicable. |
|||
4. |
Exact corporate name of corporation adopting the Articles of Amendment. |
|||
5. |
Signatures and titles of officers signing for the corporation. Must be signed by President or Vice-President and Secretary or Assistant Secretary. |
|||
6. |
If amendment increases the authorized stock, include fee according to schedule under RSA 293-A:136 II less amount previously paid in for original authorization and prior increases, provided however that the minimum fee shall be $30.00. |
|||
Mail fee and DUPLICATE ORIGINALS (ORIGINAL SIGNATURES) to: Secretary of State, Rm. 000, Xxxxx Xxxxx, Xxxxxxx, XX 00000-0000 |
||||
6
ARTICLES
OF AMENDMENT
to the
ARTICLES OF INCORPORATION
OF
Yankee Beauty Supply, Inc.
PURSUANT TO THE PROVISIONS OF SECTION 61 OF THE NEW HAMPSHIRE BUSINESS CORPORATION ACT, THE UNDERSIGNED CORPORATION ADOPTS THE FOLLOWING ARTICLES OF AMENDMENT TO ITS ARTICLES OF INCORPORATION:
FIRST: The name of the corporation is Yankee Beauty Supply, Inc.
SECOND: The following amendments of the Articles of Incorporation were adopted by the shareholders (Note 1) of the corporation on July 26, 1989, in the manner prescribed by the New Hampshire Business Corporation Act: (Insert Amendments)
The Articles have been changed in the following way,
the name is changed to Trendz Beauty Supply, Inc.
[if more space is needed, attach additional sheet(s))
THIRD: The number of shares of the corporation outstanding at the time of such adoption was 300; and the number of shares entitled to vote thereon was 300
FOURTH: The designation and number of outstanding shares of each class entitled to vote thereon as a class were as follows: (Note 2)
| Class |
Number of Shares |
|
|---|---|---|
| Common | 300 |
FIFTH: The number of shares voted for such amendment was 300; and the number of shares voted against such amendment was 0 (Note 2)
SIXTH: The number of shakes of each class entitled to vote thereon as a class voted for and against such amendment, respectively, was: (Note 2)
| |
Number of Shares voted |
|||
|---|---|---|---|---|
| Class |
||||
| For |
Against |
|||
| Common | 300 | 0 | ||
SEVENTH: The manner in which any exchange, reclassification, or cancellation of issued shares provided for in the amendment shall be effected is as follows: (Note 3)
N/A
7
EIGHTH: The manner in which such amendment effects a change in the amount of stated capital, and the amount of stated capital, expressed in dollars, as changed by such amendment, are as follows: (Note 2)
N/A
Dated July 26, 1989 |
Yankee Beauty Supply, Inc. (Note 4) |
|||
By |
/s/Xxxxxxx X. Xxxxxx (Note 5) Signature of its President |
|||
Xxxxxxx X. Xxxxxx Print or type name |
||||
and |
/s/Xxxx X. Xxxxxx (Note 5) Signature of its Secretary Protem |
|||
Xxxx X. Xxxxxx Print or type name |
||||
Notes: |
1. |
Change to "board of directors" if no shares have been issued. |
||
2. |
If inapplicable, omit. |
|||
3. |
This article may be omitted if the subject matter is set forth in the amendment or if it is inapplicable. |
|||
4. |
Exact corporate name of corporation adopting the Articles of Amendment. |
|||
5. |
Signatures and titles of officers signing for the corporation. Must be signed by President or Vice-President and Secretary or Assistant Secretary. |
|||
6. |
If amendment increases the authorized stock, include fee according to schedule under RSA 293-A:136 II less amount previously paid in for original authorization and prior increases, provided however that the minimum fee shall be $30.00. |
|||
Mail fee and DUPLICATE ORIGINALS (ORIGINAL SIGNATURES ON BOTH) to: Secretary of State, Rm. 000, Xxxxx Xxxxx, Xxxxxxx, XX 00000-0000 |
||||
8
ARTICLES
OF AMENDMENT
to the
ARTICLES OF INCORPORATION
OF
Trendz Beauty Supply, Inc.
PURSUANT TO THE PROVISIONS OF SECTION 61 OF THE NEW HAMPSHIRE BUSINESS CORPORATION ACT, THE UNDERSIGNED CORPORATION ADOPTS THE FOLLOWING ARTICLES OF AMENDMENT TO ITS ARTICLES OF INCORPORATION:
FIRST: The name of the corporation is Trendz Beauty Supply, Inc.
SECOND: The following amendments of the Articles of Incorporation were adopted by the shareholders (Note 1) of the corporation on August 1, 1989, in the manner prescribed by the New Hampshire Business Corporation Act: (Insert Amendments)
The Articles have been changed in the following way,
the name has been changed to NEKA Beauty Supply, Inc.
[if more space is needed, attach additional sheet(s)]
THIRD: The number of shares of the corporation outstanding at the time of such adoption was 300; and the number of shares entitled to vote thereon was 300.
FOURTH: The designation and number of outstanding shares of each class entitled to vote thereon as a class were as follows: (Note 2)
| Class |
Number of Shares |
|
|---|---|---|
| Common | 300 |
FIFTH: The number of shares voted for such amendment was 300; and the number of shares voted against such amendment was 0. (Note 2)
SIXTH: The number of shares of each class entitled to vote thereon as a class voted for and against such amendment, respectively, was: (Note 2)
| |
Number of Shares voted |
|||
|---|---|---|---|---|
| Class |
||||
| For |
Against |
|||
| Common | 300 | 0 | ||
SEVENTH: The manner in which any exchange, reclassification, or cancellation of issued shares provided for in the amendment shall be effected is as follows: (Note 3)
N/A
9
EIGHTH: The manner in which such amendment effects a change in the amount of stated capital, and the amount of stated capital, expressed in dollars, as changed by such amendment, are as follows: (Note 2)
N/A
Dated August 1, 1989 |
Trendz Beauty Supply, Inc. (Note 4) |
|||
By |
/s/Xxxxxxx X. Xxxxxx (Note 5) Signature of its President |
|||
Xxxxxxx X. Xxxxxx Print or type name |
||||
By |
/s/Xxxx X. Xxxxxx (Note 5) Signature of its Secretary Protem |
|||
Xxxx X. Xxxxxx Print or type name |
||||
Notes: |
1. |
Change to "board of directors" if no shares have been issued. |
||
2. |
If inapplicable, omit. |
|||
3. |
This article may be omitted if the subject matter is set forth in the amendment or if it is inapplicable. |
|||
4. |
Exact corporate name of corporation adopting the Articles of Amendment. |
|||
5. |
Signatures and titles of officers signing for the corporation. Must be signed by President or Vice-President and Secretary or Assistant Secretary. |
|||
6. |
If amendment increases the authorized stock, include fee according to schedule under RSA 293-A:136 II less amount previously paid in for original authorization and prior increases, provided however that the minimum fee shall be $30.00. |
|||
Mail fee and DUPLICATE ORIGINALS (ORIGINAL SIGNATURES ON BOTH) to: Secretary of State, Rm. 000, Xxxxx Xxxxx, Xxxxxxx, XX 00000-0000 |
||||
00
XXXXX XX XXX XXXXXXXXX
ARTICLES
OF AMENDMENT
to the
ARTICLES OF INCORPORATION
PURSUANT TO THE PROVISIONS OF THE NEW HAMPSHIRE BUSINESS CORPORATION ACT, THE UNDERSIGNED CORPORATION ADOPTS THE FOLLOWING ARTICLES OF AMENDMENT TO ITS ARTICLES OF INCORPORATION:
FIRST: The name of the corporation is Neka Beauty Supply, Inc.
SECOND: The text of each amendment adopted is:
The name of the corporation has been changed to Neka Salon Network, Inc.
THIRD: If the amendment provides for an exchange, reclassification, or cancellation of issued shares the provisions or implementing the amendment(s) if not contained in the above amendment are:
FOURTH: The amendment(s) were adopted on (date) 2/20/97
[if more space is needed, attach additional sheet(s)]
FIFTH: (Check one)
| A. | ý | The amendment(s) were adopted by the incorporators or board of directors without shareholder action and shareholder action was not required. | ||
B. |
o |
The amendment(s) were approved by the shareholders. (Note 1) |
| Designation (class or series) of voting group |
Number of shares outstanding |
Number of votes entitled to be cast |
Number of votes indisputably represented at the meeting |
|||
|---|---|---|---|---|---|---|
| |
Total number of votes cast: |
|
|
|||||
|---|---|---|---|---|---|---|---|---|
| |
OR |
|
||||||
| |
Total number of undisputed votes cast FOR |
|||||||
| Designation (class or series) of voting group |
FOR |
AGAINST |
|
|||||
11
SIXTH: The number cast for the amendment(s) by each voting group was sufficient for approval by each voting group.
Dated 2/20, 1997 |
||||
| Neka Beauty Supply, Inc. (Note 2) |
||||
By |
/s/Xxxx X. Xxxxxx (Note 3) Signature of its President |
|||
Xxxx X. Xxxxxx, President Print or type name |
||||
Notes: |
1. |
All sections under "B." must be completed. If any voting group is entitled to vote separately, give respective information for each voting group. (See RSA 293-A:1.40 for definition of voting group.) |
||
2. |
Exact corporate name of corporation adopting articles of amendment. |
|||
3. |
Signature and title of person signing for the corporation. Must be signed by the chairman of the board of directors, president or another officer; or see RSA 293-A:1.20(f) for alternative signatures. |
|||
Mail fee and ORIGINAL and ONE EXACT OR CONFORMED COPY to: Xxxxxxxxx xx Xxxxx, Xxxxx Xxxxx, Xxxx 000, 000 Xxxxx Xxxx Xxxxxx, Xxxxxxx, XX 00000-0000 |
||||
00
XXXXX XX XXX XXXXXXXXX
ARTICLES
OF AMENDMENT
to the
ARTICLES OF AGREEMENT
PURSUANT TO THE PROVISIONS OF THE NEW HAMPSHIRE BUSINESS CORPORATION ACT, THE UNDERSIGNED CORPORATION ADOPTS THE FOLLOWING ARTICLES OF AMENDMENT TO ITS ARTICLES OF AGREEMENT:
FIRST: The name of the corporation is Neka Salon Network, Inc.
SECOND: The text of each amendment adopted is:
1. To amend the existing Article 1 by deleting it in its entirety and replacing it with the following new Article 1:
"1: The name of the corporation is Neka Salon Supply, Inc."
THIRD: If the amendment provides for an exchange, reclassification, or cancellation of issued shares the provisions for implementing the amendment(s) if not contained in the above amendment are: N/A
FOURTH: The amendment was adopted as of February 8, 2001.
[If more space is needed, attach additional sheet(s)]
FIFTH: (Check one)
| A. | o | The amendment(s) were adopted by the incorporators or board of directors without shareholder action and shareholder action was not required. | ||
B. |
ý |
The amendment(s) were approved by the shareholders. (Note 1) |
| Designation (class or series) of voting group |
Number of shares outstanding |
Number of votes entitled to be cast |
Number of votes indisputably represented at the meeting |
|||
|---|---|---|---|---|---|---|
| Common stock No Par Value | 45 | 45 | 45 |
| |
Total number of votes cast: |
|
|
|||||
|---|---|---|---|---|---|---|---|---|
| |
OR |
|
||||||
| |
Total number of undisputed votes cast FOR |
|||||||
| Designation (class or series) of voting group |
FOR |
AGAINST |
|
|||||
| Common stock No Par Value | 45 | -0- | ||||||
SIXTH: The number cast for the amendment(s) by each voting group was sufficient for approval by each voting group.
Dated February 8, 2001 |
NEKA SALON NETWORK, INC. (Note 2) |
|||
By |
/s/Xxxx X. Xxxxxx (Note 3) Title: President |
|||
Xxxx X. Xxxxxx Print or type name |
||||
Notes: |
1: |
All sections under "B." must be completed. If any voting group is entitled to vote separately, give respective information for each voting group. (See RSA 293-A:1.40 for definition of voting group.) |
||
2. |
Exact corporate name of corporation adopting articles of amendment. |
|||
3. |
Signature and title of person signing for the corporation. Must be signed by the chairman of the board of directors, president or another officer; or see RSA 293-A:1.20(f) for alternative signatures. |
|||
Mail fee and ORIGINAL and ONE EXACT OR CONFORMED COPY to: Xxxxxxxxx xx Xxxxx, Xxxxx Xxxxx, Xxxx 000, 000 Xxxxx Xxxx Xxxxxx, Xxxxxxx, XX 00000-0000 |
||||
STATE OF NEW HAMPSHIRE
ARTICLES
OF AMENDMENT
to the
ARTICLES OF INCORPORATION
PURSUANT TO THE PROVISIONS OF THE NEW HAMPSHIRE BUSINESS CORPORATION ACT, THE UNDERSIGNED CORPORATION ADOPTS THE FOLLOWING ARTICLES OF AMENDMENT TO ITS ARTICLES OF INCORPORATION:
FIRST: The name of the corporation is Neka Salon Supply, Inc.
SECOND: The text of each amendment adopted is:
To amend existing Article SECOND by deleting it in its entirety, and replacing it with the following:
"SECOND: The total number of shares of capital stock which the Corporation is authorized to issue is One Thousand (1,000) shares of common stock, no par value, all having the rights and preferences described in RSA 293-A:6.01(b)(1) and (2)."
THIRD: If the amendment provides for an exchange, reclassification, or cancellation of issued shares the provisions for implementing the amendment(s) if not contained in the above amendment are:
N/A
FOURTH: The amendment(s) were adopted on November 16, 2001.
FIFTH: (Check one)
| A. | o | The amendment(s) were adopted by the incorporators or board of directors without shareholder action and shareholder action was not required. | ||
B. |
ý |
The amendment(s) were approved by the shareholders. (Note 1) |
| Designation (class or series) of voting group |
Number of shares outstanding |
Number of votes entitled to be cast |
|
Number of Votes indisputably represented at the meeting |
||||
|---|---|---|---|---|---|---|---|---|
| 300 shares common stock, no par value | 45 | 45 | 45 |
| |
Total number of votes cast: |
|
|
|||||
|---|---|---|---|---|---|---|---|---|
| |
OR |
|
||||||
| |
Total number of undisputed votes cast FOR |
|||||||
| Designation (class or series) of voting group |
FOR |
AGAINST |
|
|||||
| 300 shares common stock, no par value | 45 | -0- | 45 | |||||
SIXTH: The number cast for the amendment(s) by each voting group was sufficient for approval by each voting group.
Dated: November 16, 2001 |
@ NEKA SALON SUPPLY, INC. (Note 2) |
|||
By: |
/s/Xxxx X. Xxxxxx (Note 3) Signature of its President |
|||
Xxxx X. Xxxxxx Print or type name |
||||
Notes: |
1: |
All sections under "B." must be completed. If any voting group is entitled to vote separately, give respective information for each voting group. (See RSA 293-A:1.40 for definition of voting group.) |
||
2. |
Exact corporate name of corporation adopting articles of amendment. |
|||
3. |
Signature and title of person signing for the corporation. Must be signed by the chairman of the board of directors, president or another officer, or see RSA 293-A:1.20(f) for alternative signatures. |
|||
Mail fee and ORIGINAL and ONE EXACT OR CONFORMED COPY to: Xxxxxxxxx xx Xxxxx, Xxxxx Xxxxx, Xxxx 000, 000 Xxxxx Xxxx Xxxxxx, Xxxxxxx, XX 00000-0000 |
||||
