ARTICLES OF INCORPORATION

 

OF

 

ATOURS, INC.

 

The undersigned subscriber to these Articles of Incorporation, a natural person competent to contract, hereby organizes and incorporates a corporation under the laws of the State of Florida.

 

ARTICLE I. NAME

 

The name of the corporation is ATOURS, INC.

 

ARTICLE II. NATURE OF BUSINESS

 

The corporation may engage in any activity or business permitted under the laws of the United States or of this state.

 

ARTICLE III. CAPITAL STOCK

 

The maximum number of shares of stock that this corporation is authorized to have outstanding at any one time is Five Thousand (5,000) shares of common stock having a nominal or par value of One ($1.00) Dollar per share.

 

ARTICLE IV. INITIAL CAPITAL

 

The amount of capital with which this corporation will begin business is more than FIVE HUNDRED DOLLARS ($500.00).

 

ARTICLE V. BEGINNING OF CORPORATE EXISTENCE

 

The date when the corporate existence of this corporation shall begin business shall be as of the filing of these Articles.

 

ARTICLE VI. TERM OF EXISTENCE

 

This corporation is to exist perpetually.

 

ARTICLE VII. ADDRESS

 

The initial post office address of the principal office of this corporation in the State of Florida is 1079 Kane Concourse, Bay Harbor Islands, Florida. The Board of Directors may from time to time move the principal office to any other address.

  

ARTICLE VIII. DIRECTORS

 

This corporation shall have two directors initially. The number of directors may be increased or diminished from time to time by By-Laws adopted by the stockholders, but there shall always be at least two directors.

 

To the extent permitted by law, the corporation shall indemnify and hold harmless each person serving as a director or officer of the corporation, and each person who serves at the request of the corporation as a director or officer of any other corporation, from and against any and all claims and liabilities to which such person shall become subject by reason of his being a director or officer of the corporation, or by reason of any action alleged to have been taken or omitted by him as a director or officer. The corporation shall reimburse each such person for all costs, legal and other expenses reasonably incurred by him in connection with any claim or liability as to which it shall be adjudged that such officer or director is liable to the extent permitted by law.

 

The rights accruing to any person under the foregoing provisions shall not exclude any other right to which he may be lawfully entitled, nor shall anything herein contained restrict the right of the corporation to indemnify or reimburse such person in any proper case even though not specifically provided for herein.

 

No contract or other transaction between this corporation and any other firm or corporation, and no act of this corporation shall in any way be affected or invalidated by the fact that any of the directors of the corporation are pecuniarily or otherwise interested in, or are directors or officers of, such other firm or corporation, provided that the fact that he is so interested shall be disclosed or shall have been known to the Board of Directors or such members thereof as shall be present at any meeting of the board at which action upon any such contract or transaction shall be taken; and any director of the corporation who is also a director or officer of such other corporation, or is so interested, may be counted in determining the existence of a quorum at any meeting of the Board of Directors of the corporation which shall authorize any such contract or transaction, and may vote thereat to authorize any such contract or transaction, with the like force and effect as if he were not a director or officer of such other corporation or not so interested.

 

ARTICLE IX. INITIAL OFFICERS AND DIRECTORS

 

The names and post office addresses of the members of the first Board of Directors are:

 

Marilyn Rubinson

22 N. Hibiscus Drive

 

Miami Beach, Fla.

 

 

Helen Fruchtman

22 N. Hibiscus Drive

 

Miami Beach, Fla.

 

The initial officers of this corporation are:

 

Marilyn Rubinson                 -

President

 

 

Helen Fruchtman                  -

Secretary-Treasurer

 

ARTICLE X. SUBSCRIBERS

 

The name and post office addresses of the subscribers to these Articles of Incorporation are:

 

Marilyn Rubinson

22 N. Hibiscus Drive
Miami Beach, Fla.

 

 

Helen Fruchtman

22 N. Hibiscus Drive

Miami Beach, Fla.

 

ARTICLE XI. AMENDMENTS

 

These Articles of Incorporation may be amended in the manner provided by law. Every amendment shall be approved by the Board of Directors, proposed by it to the stockholders, and approved at the stockholders’ meeting by a majority of the stock entitled to vote thereon, unless all the directors and all the stockholders sign a written statement manifesting their intention that a certain amendment of these Articles of Incorporation be made.

 

IN WITNESS WHEREOF, the undersigned have hereunto set their hands and seals and they acknowledged and filed in the Office of the Secretary of State of Florida as subscribers of ATOURS, INC., the foregoing Articles of Incorporation this 22 day of April, 1975.

 

 

 

 

 

  /s/ Marilyn Rubinson

 

  Marilyn Rubinson

 

 

 

  /s/ Helen Fruchtman

 

  Helen Fruchtman

 

 

 

CERTIFICATE OF THIRD AMENDMENT

 

TO

 

ARTICLES OF INCORPORATION

 

We, the undersigned President and Secretary of ATOURS, INC., do hereby certify that the Annual Meeting of Shareholders of the corporation was duly called and held on Wednesday, May 4, 1983, at 10:00 A.M. at which meeting, with a quorum present and acting throughout the following resolution were unanimously adopted:

 

RESOLVED, that Article I of the Articles of Incorporation dated April 25, 1975 of Atours, Inc., as amended by Amendments to Articles of Incorporation dated May 9, 1980 and November 12, 1980 be and the same is hereby amended to read that,

 

“The name of the corporation shall be Caché, Inc.”

 

and it is further RESOLVED, that the President and Secretary of the corporation be, and they hereby are, authorized to certify the adoption of the above set forth resolution unto the Secretary of State of the State of Florida, and to do any and all acts necessary and proper in their capacity as officers of the Corporation to effectuate the above set forth amendment to the Articles of Incorporation of the corporation.

 

IN WITNESS WHEREOF, the President and Secretary have set their hands and seals and the seal of the corporation this 4th day of May, 1983.

 

 

 

  /s/ Mitchell Rubinson

 

  MITCHELL RUBINSON, President

 

 

 

  /s/ Larry H. Schatz

 

  LARRY H. SCHATZ, Secretary

 

 

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