.
.
.
Exhibit 4.2
------------------------------------------------------------------------------------------------------------------------------------
Form BCA-2.10
ARTICLES OF INCORPORATION
------------------------------------------------------------------------------------------------------------------------------------
(Rev. Jan. 2003) This space for use by Secretary of State
Xxxxx Xxxxx SUBMIT IN DUPLICATE!
Secretary of State
Department of Business Services
Xxxxxxxxxxx, XX 00000
xxxx://xxx.xxxxxxxxxxxxxxxxxx.xxx
------------------------------------------------------------------------------------------------------------------------------------
Payment must be made by certi- THIS SPACE FOR US BY
fied check, cashier's check, Illi- SECRETARY OF STATE
nois attorney's check, Illinois Date
C.P.A.'s check or money order,
payable to "Secretary of State." Franchise Tax $
Filing Fee: $
Approved:
------------------------------------------------------------------------------------------------------------------------------------
1. CORPORATE NAME: Enesco Group Illinois, Inc.
---------------------------------------------------------------------------------------------------------------
(The corporate name must contain the word "corporation", "company," "incorporated," "limited" or an abbreviation thereof.)
------------------------------------------------------------------------------------------------------------------------------------
2. Initial Registered Agent: M. Xxxxxxx Xxxxxx
-----------------------------------------------------------------------------------------------------
First Name Middle Initial Last Name
Initial Registered Office: 000 Xxxxxxx Xxxxx
-----------------------------------------------------------------------------------------------------
Xxxxxx Xxxxxx Xxxxx #
Xxxxxx XX 00000 DuPage
-----------------------------------------------------------------------------------------------------
City Zip Code County
3. Purpose of purposes for which the corporation is organized:
(If not sufficient space to cover this point, add one or more sheets of this size.)
See attachment.
------------------------------------------------------------------------------------------------------------------------------------
4. Paragraph 1: Authorized shares, Issued Shares and Consideration Received:
Number of Shares Number of Shares Consideration to be
Class Authorized Proposed to be Issued Received Therefor
------------------------------------------------------------------------------------------------------------------------------------
Common $80,000,000 100 $1,000
------------------------------------------------------------------------------------------------------------------------------------
par value 0.125
------------------------------------------------------------------------------------------------------------------------------------
TOTAL = $1,000
--------------------------
Paragraph 2: The preferences, qualifications, limitations, restrictions and special or relative rights in respect of the shares of
each class are:
(If not sufficient space to cover this point, add one or more sheets of this size.)
None.
(over)
5. OPTIONAL: (a) Number of directors constituting the initial board of directors of the corporation: ____________.
(b) Names and addresses of the persons who are to serve as directors until the first annual meeting of the
shareholders or until their successors are elected and qualify:
Name Residential Address City, State, ZIP
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
6. OPTIONAL (a) It is estimated that the value of all property to be owned by the
corporation for the following year wherever located will be: $
(b) It is estimated that the value of the property to be located within the
State of Illinois during the following year will be: $
(c) It is estimated that the gross amount of business that will be transacted
by the corporation during the following year will be: $
(d) It is estimated that the gross amount of business that will be transacted
from place of business in the State of Illinois during the following year will be: $
------------------------------------------------------------------------------------------------------------------------------------
7. OPTIONAL: OTHER PROVISIONS:
Attach a separate sheet of this size for any other provision to be included in the Articles of Incorporation,
e.g., authorizing preemptive rights, denying cumulative voting, regulating internal affairs, voting majority
requirements, fixing a duration other than perpetual, etc.
8. NAME(S) & ADDRESS(ES) OF INCORPORATOR(S)
The undersigned incorporator(s) hereby declare(s), under penalties of perjury, that the statements made in the foregoing
Articles of Incorporation are true.
Dated July 25, 2003
-------------------------------------- ----
(Month & Day) Year
SIGNATURE AND NAME ADDRESS
1. 1. 000 Xxxxxxx Xxxxx
--------------------------------------------------------- ---------------------------------------------------------
Signature Street
M. Xxxxxxx Xxxxxx Xxxxxx XX 00000
--------------------------------------------------------- ---------------------------------------------------------
(Type or Print Name) City/Town State ZIP Code
2. /s/ M. Xxxxxxx Xxxxxx 2.
--------------------------------------------------------- ---------------------------------------------------------
Signature Street
--------------------------------------------------------- ---------------------------------------------------------
(Type or Print Name) City/Town State ZIP Code
3. 3.
--------------------------------------------------------- ---------------------------------------------------------
Signature Street
--------------------------------------------------------- ---------------------------------------------------------
(Type or Print Name) City/Town State ZIP Code
(Signature must be in BLACK INK on original document. Carbon copy, photocopy or rubber stamp signatures may only be used on
conformed copies.)
NOTE: If a corporation acts as incorporator, the name of the corporation and the state of incorporation shall be shown and the
execution shall be by its president or vice president and verified by him, and attested by its secretary or assistant secretary.
------------------------------------------------------------------------------------------------------------------------------------
FEE SCHEDULE
o The initial franchise tax is assessed at the rate of 15/100 of 1 percent ($1.50 per $1,000) on the paid-in capital represented
in this state, with a minimum of $25.
o The filing fee is $75.
o The MINIMUM TOTAL DUE (franchise tax + filing fee) is $100.
(Applies when the Consideration to be Received as set forth in Item 4 does not exceed $16,667)
o The Department of Business Services in Springfield will provide assistance in calculating the total fees if necessary.
Illinois Secretary of Xxxxx Xxxxxxxxxxx, XX 00000
Department of Business Services Telephone (000) 000-0000 or 000-0000 C-162.20
Page 1 of 3
ATTACHMENT TO FORM BCA-2.10
ARTICLES OF INCORPORATION OF ENESCO GROUP ILLINOIS, INC.
ARTICLE 3
PURPOSE OR PURPOSES FOR WHICH THE CORPORATION IS ORGANIZED:
The purpose of the corporation is to engage in the following business
activity(ies):
To manufacture, process, assemble, warehouse, buy, sell, distribute and
otherwise engage in and carry on the business of marketing giftware and
collectible products and other items, materials, articles, goods and merchandise
and otherwise dealing in real, personal and intellectual or industrial property
of all kinds and descriptions; to exercise all of the powers conferred upon
business corporations by, and from time to time permitted to be exercised by
business corporations under, the laws of the State of Illinois; and to engage in
and carry on any other lawful business or transaction which may now or hereafter
be permitted under the laws of the State of Illinois to be conducted, whether in
that State or elsewhere, by a business corporation organized under the Illinois
Business Corporation Act.
ARTICLE 7 OPTIONAL: OTHER PROVISIONS
ARTICLE 7A
A. Except as otherwise provided in the Articles of Incorporation or as otherwise
required by law, any merger or consolidation, mandatory share exchange, sale,
lease or exchange of all or substantially all of the Corporation's assets,
including its goodwill, or amendment to these Articles of Incorporation, which
would otherwise require a supermajority vote of shareholders of this Corporation
pursuant to the Illinois Business Corporation Act, shall instead require the
affirmative vote of a majority of the shares of each class of stock of this
Corporation outstanding and entitled to vote on the question.
B. Any action required or permitted to be taken by the shareholders or any class
of shareholders shall be taken by such shareholders only at a duly convened
meeting, and may not be taken by written consent in lieu of a meeting.
ARTICLE 7B
A. The business and affairs of the Corporation shall be managed by or under the
direction of a Board of Directors consisting of such number of directors as
shall be established from time to time in accordance with the By-laws. The
directors shall be divided into three classes, designated Class I, Class II and
Class III, and each class of directors shall be elected for a term of office to
expire at the third succeeding annual meeting after their election and until
their respective successors shall be elected and shall qualify, subject,
however, to prior death, resignation, retirement, disqualification or removal
from office. The initial term of office of the Class III directors shall expire
at the 2004 annual meeting of shareholders, the initial term of
Page 2 of 3
office of the Class I directors shall expire at the 2005 annual meeting of
shareholders, and the initial term of office of the Class II directors shall
expire at the 2006 annual meeting of shareholders. Each class shall consist, as
nearly as may be possible, of one third of the total number of directors
constituting the entire Board of Directors. If the number of directors is
changed, any increase or decrease shall be apportioned among the classes so as
to maintain the number of directors in each class as nearly equal as possible,
and any additional director of any class elected to fill a vacancy resulting
from an increase in such class shall hold office for a term that shall coincide
with the remaining term of that class, but in no case will a decrease in the
number of directors shorten the term of any incumbent director. Any director
elected to fill a vacancy not resulting from an increase in the number of
directors shall have the same remaining term as that of his or her predecessor.
B. Any vacancy on the Board of Directors that results from an increase in the
number of directors may only be filled by a majority of the Board of Directors
then in office, provided that a quorum is present, and any other vacancy
occurring in the Board of Directors may only be filled by a majority of the
directors then in office, even if less than a quorum, or by a sole remaining
director.
C. Nominations for the election of directors at an annual meeting may be made by
the Board of Directors or a committee appointed by the Board of Directors or by
any shareholder entitled to vote generally in the election of directors.
However, any shareholder may nominate one or more persons for election as
directors at an annual meeting only if written notice of such shareholders
intent to make such nomination or nominations has been given, either by personal
delivery or by United States mail, postage prepaid, to the Secretary not later
than forty-five days prior to the anniversary of the date of the immediately
preceding annual meeting, or such other earlier or later date as may be required
by any law or regulation applicable to the Corporation. Each such notice shall
set forth: (a) the name and address of the shareholder who intends to make the
nomination and of the person or persons to be nominated; (b) a representation
that the shareholder is a holder of record of this Corporation entitled to vote
at such meeting and intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice; (c) a description of all
arrangements or understandings between the shareholder and each nominee and any
other person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the shareholder; (d) such other
information regarding each nominee proposed by such shareholder as would be
required to be included in a proxy statement filed pursuant to the proxy rules
of the Securities and Exchange Commission; and (e) the consent of each nominee
to serve as a director if so elected. The presiding officer of the meeting may
refuse to acknowledge the nomination of any person not made in compliance with
the foregoing procedure.
D. A director may not be removed from office without cause, and may be removed
for cause only after a reasonable notice and opportunity to be heard before the
body proposing to remove him or her.
E. No holder of any class of shares of the Corporation shall be entitled to
cumulate his or her votes in any election of directors.
Page 3 of 3
F. Notwithstanding any other provision of these Articles of Incorporation, the
affirmative vote of holders of 80% of the shares entitled to vote at an election
of directors shall be required to amend, alter, change or repeal, or to adopt
any provision as part of these Articles of Incorporation inconsistent with the
purpose and intent of, this Article 7B.
ARTICLE 7C
Except as otherwise provided in these Articles of Incorporation or as
required by law, the Corporation may authorize, at a meeting of shareholders
duly called for the purpose, by a vote of a majority of each class of stock
outstanding and entitled to vote thereon, any amendment of these Articles of
Incorporation.
ARTICLE 7D
The Board of Directors shall have the power to make, amend or repeal
the By-laws of the Corporation in whole or in part.
ARTICLE 7E
Directors of the Corporation shall not be personally liable to the
Corporation or its shareholders for monetary damages for any breach of fiduciary
duty as a Director notwithstanding any provision of law imposing such liability;
provided, however, that the foregoing provision shall not be deemed to eliminate
or limit any liability of a Director (i) for any breach of the Director's duty
of loyalty to the Corporation or its shareholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 8.65 of the Illinois Business Corporation Act of
1983, as amended, or (iv) for any transaction from which the Director derived an
improper personal benefit.
ARTICLE 7F
A. Meetings of the shareholders of the Corporation shall be held anywhere within
the United States, as determined by the Board of Directors of the Corporation,
as permitted by the provisions of the Illinois Business Corporation Act.
B. The effective date of the Articles of Incorporation of the corporation shall
be the date approved and filed by the Illinois Secretary of State.
