Recco Instruments Company Merger

I paid a small fee to obtain documentation about Recco Instruments from the State of Missouri and so I am uploading it after I ran it through OCR so the contents can be index-able by search engines.

I have the PDF hosted here on Google Drive


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ARTICLES OF MERGER
DISCOUNT RECORDS OF ALA., INC.
(an Alabama Corporation)
DISCOUNT RECORDS OF ARK. , INC..
(an Arkansas Corporation)
DISCOUNT RECORDS OF S.C., -INC.
(a Delaware Corporation)
ATLANTA AUDIO, INC.
(a Georgia Corporation)
DISCOUNT RECORDS OF GA. , INC.
(a Georgia Corporation)
RECCO or ATLANTA, INC.
(a Georgia Corporation)
RECORDS OF ILLINOIS, INC.
(an Illinois Corporation)
DISCOUNT RECORDS OF IND., INC
(an Indiana Corporation)
DISCOUNT RECORDS OF IOWA, INC.
(an Iowa Corporation)
.DISCOUNT RECORDS -OF KANSAS, INC.
(a Kansas Corporation)
DISCOUNT RECORDS, OF MO., INC.
(a Missouri Corporation)
GEM RECORDS, INC.
(a Missouri .Corporat10n)
JAY SALES •CO., INC.
(a Missouri Corporation)
RECCO INSTRUMENTS, INC.
(a Missouri COrporat10n)
RECORDS OF N.M., INC.
(a New Mexico Corporation)
ALBANY RECORD COMPANY, INC.
(a New York Corporation)
DISCOUNT RECORDS OF NORTH CAROLINA, INC.
(a North Carolina Corporation)
DISCOUNT RECORDS OF OKLAHOMA, INC.
(an Oklahoma Corporation)

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3
DISCOUNT RECORDS OF WIS., INC
(a Wisconsin Corporation)
DISCOUNT RECORDS OF WIS. #2 •INC.
(a Wisconsin Corporations
WITH AND INTO
RECCO, INC.
(a Missouri Corporation)
(hereinafter sometimes called the "Sur—
Recco, Inc.
viving Corporation!) , existing under the laws of the State of
Missouri, pursuant to the provisions of the General and Business
Corporation Law of Missouri and twenty wholly—owned subsidiaries
of Recco-, Inc.,
(hereinafter sometimes collectively called the
"Constituent Corporations t') hereinabove set forth In the caption
of these Articles. of Merger hereby execute the following Articles
of Merger:
1. The Plan and Agreement of Merger Is as follows :
? Ian and Agreement of Merger dated as of the day
of April ,1971
between
RECCO, INC.
(a Missouri Corporation
and the Surviving Corporation)
and
DISCOUNT RECORDS OF ALA., INC.
(an Alabama Corporation)
DISCOUNT RECORDS • OF ARK. , lfc.
(an Arkansas Corporation)
DISCOUNT RECORDS OF S.C., INC
(a Delaware Corporation)
ATLANTA AUDIO, INC.
(a Georgia : Corporation)
DISCOUNT RECORDS OF GA. , INC.
(a Georgia Corporation)
RECCO OF ATLANTA, INC.
(a Georgia Corporation)
-2-

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RECORDS OF ILLINOIS, INC.
(an Illinois Corporation)
DISCOUNT RECORDS OF IND., INC.
(an Indiana Corporation)
DISCOUNT RECORDS OF IOWA, INC.
(an Iowa Corporation)
DISCOUNT RECORDS OF KANSAS, INC.
(a Kansas Corporation)
DISCOUNT RECORDS OF MO., INC
(a Missouri Corporation)
GEM RECORDS, INC.
(a Missouri Corporation)
JAY SALES CO., INC.
(a Missouri Corporation)
RECCO INSTRUMENTS, INC.
(a Missouri Corporation)
RECORDS OF N.M., INC.
(a New Mexico Corporation)
ALBANY RECORD COMPANY, INC.
(a New York Corporation)
DISCOUNT RECORDS OF NORTH CAROLINA, INC.
(a North Carolina Corporation)
DISCOUNT RECORDS OF OKLAHOMA, INC.
(an Oklahoma Corporation)
DISCOUNT RECORDS OF WIS., INC
(a Wisconsin Corporation)
DISCOUNT RECORDS OF WIS. #2, INC.
(a Wisconsin Corporation)
Vmereas, the .Board of Directors of Recco, Inc. and
Of each of the twenty wholly—owned subsidiaries of Recco, Inc.
(whose names and states of Incorporation are hereinabove recited)
has deemed It advisable to merge each of the subsidiaries (herein—
-sometimes called "Constituent Corporations") into Recco, Inc.
(the parent corporation and herein sometimes called "the Surviving
Corporation"), on the terms and conditions herein contained, and
each of said Boards of. Directors has by resolution duly adopted
and approved this Plan and Agreement of Merger and has duly re—
solved that
the . same be •submitted to a vote of the stockholders

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of each of such respective corporations In accordance with the
applicable statutes of the state in which each such corporation
Is Incorporated;
NOW, THEREFORE, for and In consideration of the premises
and of the rriutual agreements, provisions and covenants herein con—
talned, and the mutual benefits to be derived therefrom, the
hereto do hereby covenant and agree as follows :
ARTICLE 1
CORPORATE EXISTENCE, POWERS
AND LIABILITIES OF SURVIVING CORPORATION
A. The Constituent Torporatlons shall each. bermerged
with 'and Into the Surviving Corporation on the terms and subject
to the conditions hereinafter expressed and the separate exist—
ence of the Constituent Corporations shall cease upon the effective
date. of the Merger, and thereupon the Constituent Corporations
shall •become a single corporation, the name of which shall be
Recco, Inc.
B. Upon the effective date of the Merger as hereinafter
defined, the Surviving Corpohatlon shall succeed, without other
transfer, to all the rights and property of each of the Constituent
Corporations and the Surviving Corporation shall possess "all the
rights, privileges, powers, franchises as well of a public as of
a private nature, and be subject to all the restrictions, disabilities
and duties, of each of the Constituent Corporations; and all and
singular; the rights, privileges, powers and franchises of each
of the Constituent Corporations and ä11 property, real, personal
and mixed, and all debts due to any of the Constituent Corporations
on whatever account, as well for stock subscriptions as all other
things In action or belonging to each of the Constituent •Corpora—
tions shall_ be veSted In the Surviving Corporation; and all property;
rights s privileges,•• powers and franchises, -and all and every other

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Interest shall be thereafter as effectually the property of the
Surviving Corporation as they were of the respeetlve Constituent
Corporations, and the title to any real estate vested by deed or
otherwise, In any of the Constituent Corporations, shall not
revert or be In any way Impaired by reason of the Merger; but
all rights of creditors and all liens upon any property of either
of the Constituent Corporations shall be preserved unimpaired
(limited In lien to the property affected by such liehs Immediately
prior. to the effective date of the Merger) and all debts, Ilabllltles
and duties of the respective Constituent Corporations ahall thence—
forth attach to the Surviving Corporation, and may be enforced
against It to the. same extent as if såid debts, liabilities and
duties had been Incurred or contracted by It .
C. The parties hereto hereby agree, respecti.vely, that
from time to time, as and when requested by the Surviving Cor—
poratlon, or by its successors and assigns, they will execute
and deliver, or cause to be executed and delivered, all such deeds
and other Instruments, and will take or cause to be taken such
further or other action as the. Surviving Corporation, Its successors
or assigns, may deem necessary or desirable in order to vest or
perfect In or confirm to, the Surviving Corporation, its successors
and assigns, title to and possession of all the property, rights ,
privileges, powers, - Immunities, franchises and Interests referred
to In this Article I of this Agreement and otherwise to carry out
the -Intent and purpose of this Agreement .
ARTICLE il
EFFECTIVE DATE OF MERGER
For purposes of this -Agreement, the "effective date of
the- Merger'! shall be the time at which this Agreement Is appropriately.

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filed In accordance with the laws of the State of Missouri .
Such filing shall be made, as soon as practicable after the re—
qu1s1te approval by stockholders of the Constituent Corporations .
ARTICLE 111
CERTIFICATE OF INCORPORATION AND
BY-LAWS OF SURVIVING CORPORATION
A. On and after the effective date, the Articles of
Incorporation of the Surviving Corporation as amended and In
effect on the effective date, •shall be and become the Articles
of Incorporatlön of the Surviving Corporation until further amended
as provided by law.
B. The By—Laws of the Surviving Corporation In effect
on the effective date Of the Merger shall be and remain the By—Laws
of the Surviving Corporation until the same shall be altered,
amended or repealed as provided by law.
ARTICLE
OFFICERS AND DIRECTORS OF SURVIVING CORPORATION
Upon the effectl#e date of the Merger, the directors
and officers of the Surviving Corporation • shall be the directors
and officers of the Surviving -Corporation until thé±r successors
are chosen or appointed.
ARTICLE V
CAPITAL STOCK OF SURVIVING CORPORATION
The capitalization of • the Surviving Corporation upon
the effective date shall be as-:.set forth In the Certificate of
Incorporation of the Surviving Corporation In effect on the effective
date.
ARTICLE VI
CONVERSION OF SHARES OF THE CONSTITUENT CORPORATIONS
The manner and basis of converting shares of capital
stock of each of the Constituent Corporations Into shares of
capital stock of the Surviving Corporation shall be as follows :

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1'. Recco, Inc. t s capital stock.. The shares
of Recco, Inc. stock .outStand1ng on the effective
date shall continue .as shares of the stock of the
Surviving Corporation.
2.
Capital stock of the Constituent Corporations.
Each share of the stock of the Constituent Corpora—
tlons which shall be outstanding on the effective
date of the Merger shall be cancelled and retired
and all rights with respect thereto shall cease .
ARTICLE VII
STOCKHOLDER APPROVALS
The Constituent Corporations agree that, to the extent
required by applicable law, they will each cause separate meetings
of their respective stockholders duly to be called and held for
purposes of approving this Plan and Agreement of 'Merger or to other—
wise 'obtain such stockholder approval •In a manner authorized by the
Statutes applicable thereto.
ARTICLE VIII
MISCELLANEOUS
For the conveniencé of the parties and to facilitate the
filing or recording of this Agreement, any number of counterparts
hereof may be executed and each such executed counterpart shall be
deemed to be an• original Instrument.
IN WITNESS WHEREOF, .the corporate parties to this agree—
ment .have caused this agreement; to be executed by their respective
Vice 'President. and attested bfétheir respective Secretary the date
and year first written above.
RECCO., INC.
(a Missouri Corporation)
By
Vice President
('Corp6Fäte
ec etary
Seal).

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Atte
0
t:
Secretary
- -GCopporate Seal)
Secretary
•(Cörporate S
CAt-tést
(Corporate
Attegt :
Corporate
AtfeSE:E
Secre tary
Seal)
ecretary
Seal)
Secr tary
DISCOUNT RECORDS OF ALA., INC.
(an Alabama Corporation)
By
Vice President
DISCOUNT RECORDS OF ARK. , INC.
(an Arkansas Corporation)
By
Vice President
DISCOUNT RECORDS OF S.C., INC
(a Delaware Corporation)
By
Vice President
ATLANTA AUDIO, INC.
(a Georgia Corporation)
By
ice
esident
DISCOUNT RECORDS OF GA. , INC
Seal)
Attest
Fec etary
(Corporate Seal)
e cretary
( Corpp-r@.€e Seal)
(a Georgia Corporation)
By
Vice Pre
RECCO OF ATLANTA, INC.
(a Georgia Corporation)
By
resi
RECORDS OF ILLINOIS, INC.
By
dent
t
Vice President
-8-

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t
0
Atte
(Corporate
Ä$tegt .
RECORDS OF IND., INC
(an Indiana Corporation)
ce Presl
DISCOUNT RECORDS OF IOWA, INC.
e retary
Seal)
e retary
Gorporate Seal
Attes .
Secretary
(Corporate S
(an Iowa Corporation)
By
ce reg
DISCOUNT RECORDS OF KANSAS,
(a Kansas Corporation)
By
Ice r
dent
INC.
dent
AtteS& :
Attes.t :
(gprpo_räte
Attest :
Attes
( qprEQrate
Se cretary
Secre
ary
.0
Secretary
Seal)
Secretary
SeaJ )
0.
DISCOUNT RECORDS OF MO., INC
(a Missouri Corporation)
By
Ice res den
GEM RECORDS, INC.
(a Missouri • Corporation)
By
ice President
JAY SALES CO., INC.
(a Missouri Corporation)
By
ce Pres dent
RECCO INSTRUMENTS
(a Missouri Corporation)
By
ce reside t

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RECORDS OF N.M., INC.
(a New Mexico Corporation)
By
Attest •
(ßza—-z-z_—
Vice President
Secretary
(Corporate Seal)
Attest •
Secretary
--74ÄCorporate Seal)
—At tes
Secretary
(Corporate Seal)
Attes-t:•
Secretary
(Corporate Seal)
Attesü
Secretary
(Corporate Seal)
Secretary
'teorporate Seal)
ALBANY RECORD COMPANY, INC.
(a New York Corporation)
By
Ice res dent
DISCOUNT RECORDS OF NORTH CAROLINA, INC.
(a North Carolina Corporation)
By
Ice res dent
DISCOUNT RECORDS OF OKLAHOMA, INC.
(an Oklahoma Corporation)
By
Vice President
DISCOUNT RECORDS OF WIS. ,
INC .
(a Wisconsin Corporation)
By
Vice Presl ent
DISCOUNT RECORDS OF WIS. #2, INC.
(a Wisconsin Corporation)
By
Vice President
10 -

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2. The number of shares of stock •outstanding 'of each
corporation Is as follows :
DISCOUNT RECORDS OF ALA., INC.
(an •Alabama Corporation)
DISCOUNT RECORDS OF ARK. , INC.
(an Arkansas Corporation)
DISCOUNT RECORDS OF S.C., INC
(a Delaware Corporatlån)
ATLANTA AUDIO, INC.
(a Georgia Corporation)
DISCOUNT RECORDS OF GA. , INC.
(a Georg±å CorporaC10n)
RECCO OF ATLANTA, INC.
(a Georgia Corporation)
RECORDS OF ILLINOIS, INC.
(an Illinois Corporation)
DISCOUNT RECORDS OF IND., INC.
(an Indiana Corporation)
DISCOUNT RECORDS or IOWA, OINC.
(an Iowa Corporation)
DISCOUNT RECORDS OF KANSAS, INC.
Kansas Corporation)
DISCOUNT RECORDS OF MO., INC.
(a CM1ssour1 Corporation)
GEM RECORDS, .1Nc•.
(a Missouri Corporation)
JAY SALES CO., INC.
(a Missouri Corporation)
RECCO INSTRUMENTS, INC.
(a Missouri Corporation)
RECORDS OF N. M. y INC.
(a New Mexico Corporation)
ALBANY RECORD COMPANY, INC.
(a New York Corporät$on)
DISCOUNT RECORDS OF NORTH CAROLINA,
(a North Carolina Corporation)
DISCOUNT RECORDS OF OKLAHOMA, INC.
(an Oklahoma Corporation)
DISCOUNT RECORDS WIS., INC
(a Wisconsin Corporation)
DISCOUNT RECORDS OF WIS. INC.
(a -Wisconsin Corporation)
RECCO, INC.
Missouri Corporation)
-Class A Common
Class B Cog-mon
11 -
100,000
10
10
6
30 ,ooo
6
100 ,ooo
20
30 , ooo
100 ,ooo
50 ,ooo
60
-10
10
20
INC.
10
150 ,ooo
200,000
50 ,ooo
149,148
80 ,ooo

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3.
Said Plan and Agreement of Merger was approved by
the consent of the •sole stockholder of each of said corporations
In accordance with appropriate statutory provisions therefore ,
and all the outstanding shares of each corporation were voted In
favor of. the approval of said Plan and Agreement of Merger .
IN WITNESS WHEREOF, the Surviving Corporation and the
Constituent Corporations have each executed these Articles of
Merger by the signature of their respective Vice Presidents and
have affixed hereto their respective corporate seals, attested
0
by their respective Secretaries, all this
By
At-t st:
RECCO,
day of April, 1971.
INC .
Vice President
Secretary
•(Corporate Seal)
. c-:At-tfes
Sec etary
_(Cbrporate Seal)
Secre ary
A----(Gporate S
: -z•Attest:
Secretary
-QCéxÖorate Seal)
4ttest :
Secp tary
(Corpor@te Seal)
DISCOUNT RECORDS OF ALA., INC.
By
Vice President
DISCOUNT RECORDS OF ARK. , INC
By
Vice
rest
DISCOUNT RECORDS OF S.C
INC .
By
ATLANTA AUDIO,
By
-a 12 -
Vice Pres ent
INC .
Vice Preside t

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DISCOUNT RECORDS OF GA. , INC
Attest •
Secretary
(Corporate Seal)
•Attest:
Sec tary
(Corporate. Seal)
Attest:
Se cietary
Seal)
Attest :
Secretary
RECCO OF ATLANTA,
Vice res ent
INC.
Vice President
By
RECORDS
By
ILLINOIS, INC.
VICE Presidént-
A(-qorporate
attest :
(_C0?$orate
Attest
Seal)
e cretary
Seal)
Se cretary
( Corporate
1)
Attest:
Se cretary
Seal)
DISCOUNT RECORDS OF. IND., INC.
By
Ice President
DISCOUNT RECORDS OF IOWA, INC.
Vice resident
DISCOUNT RECORDS OF KANSAS, INC.
By
Vice President
DISCOUNT RECORDS OF MO., INC
By
ce resident
- 13 -

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By
GEM RECORDS INC .
Vice President
.efi
•Attest:
Corporate
( Corporate
Secretary
Seal)
e cretary
Seal)
ecretary
seal)
ecretary
Seal)
:JAY SALES
By
RECCO INS
By
RECORDS O
By
ALBANY RECO
•By
O. , INC
Vice 'Pres
NTS, INC.
ent
AtfeSt :
( Corporate
-'OnAtfest:
( Corporate
Attest :
VI ce Presid
• M. , INC.
Vice President
OMPANY, INC.
Ice resi
Secretary
---L3KCöÉporate Seal)
Secretary
Seal)
ge crefiry
Seal)
DISCOUNT RECORDS OF NORTH CAROLI
By
Vice President
.DISCOUNQ RECORDS OF OKLAHOMA, INC.
Vice Presiden
14 —
NC.

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OF WIS.,
INC.
Vice President
OF WIS. #2, INC.
Vice •Preside
• L _ 30
Attest :
Secretary
(Corporate Seal)
Attest :
Secret ry
Cepporate Seal)
DISCOUNT RECORDS
By
DISCOUNT RECORDS
By
15 -

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STATE OF NEW YORK
COUNTY OF NEW YORK
) ss.:
a Notary Public do hereby
certify that on this Z 3 day of April, 1971, personally
appeared before me ARLO
who, belnp, by me
first sworn, declared that he Is the Vice President of DISCOUNT
RECORDS OF ALA.
INC., DISCOUNT RECORDS OF ARK. , INC., DISCOUNT
RECORDS OF S.C.,
INC., ATLANTA AUDIO, INC., DISCOUNT RECORDS OF
GA. , INC., RECCO
OF ATLANTA, INC., RECORDS OF ILLINOIS, INC. ,
DISCOUNT RECORDS
OF IND.; INC., DISCOUNT RECORDS OF IOWA, INC.,
DISCOUNT RECORDS
OF KANSAS, INC., DISCOUNT RECORDS OF MO., INC
GEM RECORDS, , INC. ,
JAY SALES CO., INC. , RECCO INSTRUMENTS, INC.,
RECORDS OF N.M.,
INC., ALBANY RECORD COMPANY, INC. ,
DISCOUNT RECORDS
OF NORTH CAROLINA, INC., DISCOUNT RECORDS OF OKLAHOMA, INC. ,
DISCOUNT RECORDS OF WIS., INC., DISCOUNT RECORDS OF WIS. #2, INC.,
and RECCO, INC.,
that he signed the foregoing document as Vice
Preslderit of said corporatldns and that the statements therein
contained are true.
(Notarial Seal)
My Commission Expires
HELEN• BASS
Notary State cf New York
No. Qual. in8ronxCo.
Certific.itg fiied-•in New York .Cou
Commission Expires Macch
Notary pub
c
FILED AND CERTIFICATE
ISSUED
APR 301971
corporation Dept. OF STATE
16 -

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Survivor's Name
ommon
Authori zed
Outstanding
Un-lssued
Merging Company
MERGER WORKSHEET
Class
Common
COO,
Class
Common
Class
Common
Class X
Class X
C ommon
Preferred
Preferred
Authorized
Outs tanding
Un- Issued
Common
70 q e-#D
Other
Other
(DÆ«-41Zu_)
Merging Company
Common
Authorized
Outstanding
Un-lssued
Mer ging Company
Common
Authorized
Outstanding
Un- Issued
Merging Cpmpany
Common
Authori zed
Outstanding
Un- Issued
Other
-Preferred
Other
Preferred
Preferre
Other

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MERGER WORKSHEET
Common
-Authori zed
Outstanding
Un- Issued
Merging Company
-Conmon
Authorized
Outs.tanding
Un- Issued
Merging Company
Comnon
Authori zed
Outstanding
Un- Issued
Merging Company
Common
Authorized
Outstanding
Un- Issued
Merging Cpmpany
Common
Authori zed
Outstanding
Un- Issued
Class
Common
Class -X
Common
Class
Common
Class
ommon
Class 3
Common
O&he-r-
Preferred
Preferred
Preferred
-Other
Other
Other
Preferred
Other
Preferred
Other

****** Result for Image/Page 19 ******
Common
Authori zed
Outstanding
Un- Issued
Merging Company
Common
Au thorized
Outs tanding
Un- Issued
Merging Company
Common
MERGER WORKSHEET
Class
Common
Class
Common
Class
Common
Authori zed
Outstanding
Un- Issued
zoo
Merging Company
Preferred
Preferred
-Preferred
Preferred
t,
Common
bö0 e
50
Class B
O
@-ther
Authorized
Outstanding
Un- Issued
Other
(703)/ q)
Other
Other
9
Other
Other
Merging Cpnpany
Common
Authorized
•Outstanding
Un- Issued
Class X
Preferred
Common

****** Result for Image/Page 20 ******
N ame
- Common
Authori zed
Outstanding
Un- Issued
Merging Company
Common
Authorized
Outstanding
Un- Issued
Merging Company
Common
Authorized
Outstanding
Un- Issued
Mer ging Company
Common
Authorized
Outstanding
Un-lssued
Merging Cpmpany
Common
Authorized
Outstanding
Un- Issued
MERGER WORKSHEET
Class
Common
Class
Common
Class
Common
Class B
Class X
Common
Other
Preferred
Preferred
Preferred
Preferred
Preferre
Other
Other
Other
Other
Other

****** Result for Image/Page 21 ******
Merging • CoMpany
Common
Authorized
Outstanding
Un- Is sued
Merging Company
Common
Authorized
Outstanding
Un-lssued
Merging Comp any
C ommon
Authorized
Outstanding
Un- Issued
Class
Common
Class
mmo
Class X
Common
Other
O-the.r--
Preferred
Preferred
Preferred
Other
Other
Other

****** Result for Image/Page 22 ******
- Noeöa?$349
*Ossouwx
o
STATE of MISSOURI
JAMES C. KIRKPATRICK, Secretary of State
Corporation Department
Certificate of Merger—
Missouri Corporation Surviving
WHEREAS, Articles of Merger of the following corporations:
SEE ATTACHED
Name of Corporation
Alabama Arkansas, Delaware, Georgia, Illinois,
and Missouri
have been received, found to conform to law, and filed.
NOW, THEREFORE, 1, JAMES C. Secretary of state of the state of Mis-
souri, issue this Certificate of Merger, certifying that the merger of the aforenamed corporations
RECCO, INC.
is effected, with
as the surviving corporation.
RECCO ,
RECEIVD or:
Three and no/
IN TßTIMONY WHEREOF, 1 have hereunto set my hand and
affixed the GREAT SEAL of the State of Missouri, at the City
of Jefferson, this 30th day of April
1971
of SEte
Doutv Secreur•y of State
INC.
3.00
Dollars, $—
For Credit of General Revenue Fund, on Account of Amendment Fee.
95349
No.
CORP. 21
TRt—couNTY
evenue
BELLE.
MO. 65013

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MERGING
DISCOUNT RECORDS OF ALÄ., INC. (An Alabama corporations not qualified
in Missouri)
INC. (An Arkansas corporation, not qualified
DISCOUNT RECORDS OF ARK. ,
in Missouri)
-INC. (A Delaware corporation, not quali fied
DISCOUNT RECORDS OF S.C.,
in Missouri)
ATLANTA AUDIO, INC. (A Georgia corporaüon, not qualified in Missouri)
DISCOUNT RECORDS OF GA. , INC. (A Georgia corpmaion, not qualified in
Missouri)
RECCO OF ATLANTA, INC. (A Georgia corporation, not qualified in Missouri)
RECORDS OF ILLINOIS, INC. (An Illinois corporation, not qualified in
Missouri)
DISCOUNT RECORDS OF IND. , INC. (An Indiana corporation, not qualified
in• Missouri)
DISCOUNT RECORDS OF IOWA, INC. (An Iowa corporation, not qualified in
Missouri)
DISCOUNT RECORDS OF KANSAS, INC. (A Kansas corporation, not qualified in
Missouri)
INC. (103619)
DISCOUNT RECORDS OF MO. ,
GEM RECORDS, INC. (93290)
INC. (111089)
JAY SALES CO.,
RECCO INSTRUMENTS, INC. (117503)
RECORDS OF N . M. , INC. (A New Mexico corporation, not qualified. in Missouri)
ALBANY RECORD COMPANY, INC. (A New York corporation, not qualified in
Missouri)
DISCOUNT RECORDS OF NORTH CAROLINA, INC. (A North Carolina corporation,
not qualified in Missouri)
DISCOUNT RECORDS OF OKLAHOMA, INC. (An Oklahoma corporation, not qualified
in Misiouri)
INC., (A Wiscpnsin not quäl.ified
DISCOUNT RECORDS OF WIS. ,
in Missouri)
DISCOUNT RECORDS OF WIS. #2, INC. (A Wisconsin Corporation, not qualified
RECCO ,
INC.
in Missouri)
INTO
(95349)

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ARTICLES OF INCORPORATION
OF
RECCO INSTRUMENTS, INC.
We, the undersigned, being na turål persons of the age of
twenty—one years or more and subscribers to the stock of. the
corporation to be organized pursuant hereto, for the purpose
of forming a corporation under the General and Business
corporation Act of Missouri, do hereby adopt the following
Articles of Incorpora tion.
ARTICLE i.
The name of the corporation is: RECCO INSTRUMENTS, INC .
ARTICLE 11.
The address of its initial registered office in the State
1306 West 39th Street, Kansas City, Missouri,
of Missouri is:
and the name of its initial registered agent at such address
is: S. Harvey La ner.
ARTICLE 111.
The aggregate number of shares which the corporation sha II
have authority to issue shall be. six hundred (600) having no
preference, all of which shall be of the par va Iue of Fifty
Dollars ($50.00) each, amounting in the aggregate to Thirty
Thousand Dollars ($30 , 000.00)
ARTICLE lv.
The number Of shares to be issued before the corpora tion
shall commence business is ten (10) shares of Fifty Dollars
($50.00) parv value, and the considera tion to be paid therefor
and the capital with which the corporation shall. commence
business is Five Hundred Dollars ($500.00) 0
Five Hundred Dollars ($500.00) has been paid up in lawful
money of the United Sta tes in payment for these ten (10) shares
-of the stock of the corporation.
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ARTICLE V.
The names and places of residence oi the shareholders
and the number of shares subscr i bed by each are:
Na me
Ra Iph J. Tucker
Marvin L. Tucker
Louise Aldrich
Address
5839 Howe Drive
Shawnee Miss ion, Kansas
10015 Belleview
Kansas City, Miss ouri
301 West Armour
Kansas City, Missouri
ARTICLE VI.
No, of Shares
4
3
3
The number of Directors to be elected at the first meeting
Of the shareholders is three.
The Board of Directors shall have the power to alter, amend
or repeal the By—Laws of the corporation.
ARTICLE VII.
The duration of the corporation shall be perpetua 1.
ARTICLE VIII.
The corporation is formed for the following purposes :
TO carry on business at wholesale, and to manufa cture, buy,
sell, rent, lease, import, export and to otherwise acquire or
dispose of or deal in musical instruments, electronic equipment ,
records, recordings, magnetic wires and tapes, record players ,
recorders, radios, televisions, appliances, accessor ies, parts
and supplies of every kind, character and descr iption.
TO manufacture, buy, sell, deal in and to engage in,
conduct and carry on the business Of buying ,
selling and dea ling in goods, wares and nerchandise of every
class and descr iption.
TO engage in the wholesale business and to operate ,
conduct such offices, warehouses, sa Iesrooms and factor ies
as may be necessary, proper or convenient in the conduct
of such bus iness or businesses
TO buy, sell, acquire, lease and hold title to real estate
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and/or personal property; to sell, purchase, acquire, hold or
exchange and deal in commodities, merchandise and manufactured
articles of every kind and description.
TO own, buy, sell, pledge and mortgage its capital stock
orany part thereof, and to act as agent, and/or broker on
commission, or otherwise in he transaction of any chara cter
Of business herein referred o, and in general to have and
to hold all tEe corporate rights and privileges which are not
inconsistent with the laws of the Statecof Missouri, and to
contract and be contracted with for all purposes necessary to
the conduct of this corporation.
IN WITNESS WHEREOF, we have hereunto set our hands this
6th day of August, 1965.
a
a r v In
c er
r lc
o
STATE OF MISSOURI
ss:
COUNTY OF JACKSON
se
The undersigned, Ra Iph J. Tucker, Marvin L. Tucker, and
Louise Aldrich, being all of the incorpora tors of Recco
Instruments Inc., being duly sworn, upon their oath, each
did say that •the sta tements and ma tters set forth in the
foregoing Articles Of Incorpora tion are true .
arvxn
ou se
uc er
Subscribed and sworn to bef
e me this 6th day of August,
o ary u IC
1965.
-My Commission expires
Q LUZ Z? b x
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STATE OF MISSOURI
ss:
COUNTY OF JACKSON
on this 6th day of August, 1965, before me personally
appeared Ralph J. Tucker, Marvin L. Tucker and
to me known to be the persons described in and
the foregoing instrument and acknowledged that
the same as their free act and deed.
IN TESTIMONY WHEREOF, 1 have hereunto set
affixed my notarial seal the day and year last
Louise Aldrich,
who executed
they executed
my hand and
above written.
My • :commission expires
o ary
77 / 9 C
ßl/G9 1965-4-

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Certtftratp nf Jnrnrpnrattmt
WHEREAS, An Association organized under the name of
nzcco INSTRUMENTS, INC.
has med in the office of the Secretary of State Articles of Incorporation in writing as provided by law and
has, in all respects, complied with the requirements Of The General and Business Corporation Act of Mis•
souri goveming the formation of Private Corporations:
NOW, THEREFORE, l, of State of the State of Missouri, in
virtue and by authority of law, do hereby certify that said association has, on the date hereof, become a
body corporate duly organized under the name of
RECCO INSTRUMENTS, INC.
and the address of its Initial Registered Office in Missouri is:
1306 We?! Street± Kansas Citys
and is entitled to all the rights and privileges granted to corporations organized under The General and
Business Corporation Act of Missouri for a term of
perpetual
years, and
600 Common, @ $50;00 par
that the amount of the Authorized Shares of said corporation is—
THOUSAND
Dellars.
IN TESTIMONY WHEREOF, I hereunto set my hand and affix the GREAT
SEAL of the State of Missouri. Done at the' City of Jefferson, this
9th day of August
Hundred and
Sixty—five
A. D. , Nineteen
S CRETAR.Y OF STATE
DEPUTY SECR ARY OF ATE
RECEIVED OF,
RECCO INSTRUMENTS,INC.
54.50
Fifty—four and 50/100
Obliars, $
For Credit of General Revenue Fund, on Account of Incorporation Tax and Fee.
No. 117503
Deputy Collector of Revenue