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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/11/11 Cedar Point Inc S-4 66:13M Donnelley … Solutions/FA Cedar Fair LP Cedar Fair Southwest, Inc. Magnum Management Co Cedar Fair Canada’s Wonderland Co Boeckling, L.P. Wonderland Company, Inc. Western Row Properties, Inc. Cedar Point of Michigan, Inc. Knott’s Berry Farm Kings Island Co Michigan’s Adventure, Inc. |
Document/Exhibit Description Pages Size
1: S-4 Form S-4 Registration Statement HTML 2.20M
10: EX-3.10 Cedar Point of Michigan, Inc. Articles of HTML 30K
Incorporation
11: EX-3.11 Cedar Point of Michigan, Inc. By-Laws HTML 49K
12: EX-3.12 Cedar Fair Southwest, Inc. Articles of HTML 29K
Incorporation
13: EX-3.13 Cedar Fair Southwest, Inc. By-Laws HTML 56K
14: EX-3.14 Kings Island Company Articles of Incorporation HTML 66K
15: EX-3.15 Kings Island Company By-Laws HTML 55K
16: EX-3.16 Knott's Berry Farm Lp General Partnership HTML 107K
Agreement
17: EX-3.17 Magnum Management Corporation Articles of HTML 59K
Incorporation
18: EX-3.18 Magnum Management Corporation By-Laws HTML 46K
19: EX-3.19 Michigan's Adventure, Inc. Articles of HTML 114K
Incorporation
2: EX-3.2 Boeckling, L.P. Certificate of Limited Partnership HTML 45K
20: EX-3.20 Michigan's Adventure, Inc. By-Laws HTML 112K
21: EX-3.21 Western Row Properties, Inc. Articles of HTML 51K
Incorporation
22: EX-3.22 Western Row Properties, Inc. By-Laws HTML 60K
23: EX-3.23 Wonderland Company, Inc. Articles of Incorporation HTML 43K
24: EX-3.24 Wonderland Company, Inc. By-Laws HTML 53K
3: EX-3.3 Boeckling, L.P. Agreement of Limited Partnership HTML 162K
4: EX-3.4 Cedar Canada Company Articles of Incorporation HTML 23K
5: EX-3.5 Cedar Canada Company By-Laws HTML 256K
6: EX-3.6 Cedar Fair, L.P. Certificate of Limited HTML 63K
Partnership
7: EX-3.7 Cedar Fair, L.P. Agreement of Limited Partnership HTML 264K
8: EX-3.8 Cedar Point, Inc. Articles of Incorporation HTML 49K
9: EX-3.9 Cedar Point, Inc. By-Laws HTML 44K
25: EX-5.1 Opinion of Simpson Thacher & Bartlett LLP HTML 33K
26: EX-5.2 Opinion of Squire, Sanders & Dempsey (Us) LLP HTML 33K
27: EX-5.3 Opinion of Warner Norcross & Judd LLP HTML 34K
28: EX-5.4 Opinion of McInnes Cooper HTML 35K
30: EX-23.5 Consent of Independent Registered Public HTML 21K
Accounting Firm
31: EX-25.1 Form T-1 Statement of Eligibility HTML 62K
32: EX-99.1 Form of Letter of Transmittal HTML 237K
33: EX-99.2 Form of Letter to Brokers, Dealers HTML 29K
34: EX-99.3 Form of Letter to Clients HTML 62K
35: EX-99.4 Form of Notice of Guaranteed Delivery HTML 77K
29: EX-12.1 Statements of Computation of Ratio of Earnings to HTML 48K
Fixed Charges
58: XML IDEA XML File -- Definitions and References XML 99K
63: XML IDEA XML File -- Filing Summary XML 80K
61: XML.R1 Document and Entity Information XML 481K
62: XML.R2 Consolidated Balance Sheets XML 499K
49: XML.R3 Consolidated Balance Sheets (Parenthetical) XML 49K
53: XML.R4 Consolidated Statements of Operations XML 409K
57: XML.R5 Consolidated Statements of Cash Flows XML 622K
56: XML.R6 Consolidated Statements of Partners' Equity XML 1.22M
65: XML.R7 Consolidated Statements of Partners' Equity XML 219K
(Parenthetical)
46: XML.R8 Partnership Organization XML 43K
55: XML.R9 Summary of Significant Accounting Policies XML 76K
45: XML.R10 Long-Lived Assets XML 44K
44: XML.R11 Goodwill and Other Intangible Assets XML 86K
48: XML.R12 Long-Term Debt XML 72K
60: XML.R13 Derivative Financial Instruments XML 110K
50: XML.R14 Partners' Equity XML 76K
51: XML.R15 Retirement Plans XML 43K
54: XML.R16 Income and Partnership Taxes XML 116K
66: XML.R17 Operating Lease Commitments and Contingencies XML 48K
47: XML.R18 Fair Value Measurements XML 90K
42: XML.R19 Termination of Agreement with Private Equity Firm XML 41K
52: XML.R20 Subsequent Event XML 42K
59: XML.R21 Consolidating Financial Information of Guarantors XML 618K
and Issuers
64: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 935K
36: EX-101.INS XBRL Instance -- fun-20101231 XML 1.21M
38: EX-101.CAL XBRL Calculations -- fun-20101231_cal XML 158K
39: EX-101.DEF XBRL Definitions -- fun-20101231_def XML 362K
40: EX-101.LAB XBRL Labels -- fun-20101231_lab XML 356K
41: EX-101.PRE XBRL Presentations -- fun-20101231_pre XML 387K
37: EX-101.SCH XBRL Schema -- fun-20101231 XSD 69K
43: ZIP XBRL Zipped Folder -- 0001193125-11-063919-xbrl Zip 91K
| Michigan's Adventure, Inc. Articles of Incorporation |
Exhibit 3.19
C & 5-101
(Rev 1-74
(Profit Domestic Corporation)
ARTICLES OF INCORPORATION
These Articles of Incorporation are signed by the incorporator(s) for the purpose of forming a profit corporation pursuant to the provisions of Act 284, Public Acts of 1972, as amended, as follows:
ARTICLE I.
| The name of the corporation is | DEER PARK FUNLAND INC. | |
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ARTICLE II.
The purpose or purposes for which the corporation is organized is to engage in any activity within the purposes for which corporations may be organized under the Business Corporation Act of Michigan.
ARTICLE III.
The total authorized capital stock is:
| (1) | { | Preferred shs. |
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Par value $ |
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} | per share | |||||||||
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Common shs. |
10,000 |
Par value $ |
One Cent |
| and/or shs. of (2) | { | Preferred |
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} | no par value. (See part 3 of instructions) | |||||
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Common |
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| (3) | A statement of all or any of the relative rights, preferences and limitations of the shares of each class is as follows: |
All stock is equal.
ARTICLE IV.
The address of the initial registered office is:
| 4750 Whitehall Road |
Muskegon |
, | Michigan | 49445 | ||||||
| (No. and Street) | (Town or City) | (Zip Code) |
The mailing address of the initial registered office is (need not be completed unless different from the above address):
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, | Michigan |
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| (No. and Street) | (Town or City) | (Zip Code) |
The name of the initial resident agent at the registered office is:
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ARTICLE V.
The name(s) and address(es) of the incorporator(s) are as follows:
| Name | Residence or Business Address | |||
| RODGER D. JOURDEN | 4750 Whitehall Road, Muskegon, Michigan | 49445 | ||
| MARY LYNN JOURDEN | 4750 Whitehall Road, Muskegon, Michigan | 49445 | ||
ARTICLE VI.
OPTIONAL (Delete Article VI if not applicable.)
[ILLEGIBLE]
ARTICLE VII.
(Here insert any desired additional provisions authorized by the Act)
(We), the incorporator(s), sign (our) name(s) this 13th day of JAN, 1977
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| RODGER D. JOURDEN | ||||
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| MARY LYNN JOURDEN | ||||
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| (See Instructions on Reverse Side) | ||||
(Please do not write in spaces below – for Department use)
| MICHIGAN DEPARTMENT OF COMMERCE – CORPORATION AND SECURITIES BUREAU
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Date Received
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| [ILLEGIBLE]
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| C & S–101 | ||||||||||||
| (Rev. 1-74) | ||||||||||||
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INFORMATION AND INSTRUCTIONS |
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| Articles of Incorporation — Profit Domestic Corporations | ||||||||||||
| 1. | Article I–The corporate name of a domestic profit corporation is required to contain one of the following words or abbreviations: “Corporation”, “Company”, “Incorporated”, “Limited”, “Corp.”, “Co.”, “Inc.” or “Ltd.” |
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| 2. | Article II may state in general terms, the character of the particular business to be carried on. Under section 202(b) of the law, it is a sufficient compliance to state substantially, alone or with specifically enumerated purposes, that the corporation may engage in any activity within the purposes for which corporations may be organized under the Business Corporation Act. The law requires, however, that educational corporations must state their specific purposes. |
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| 3. | Article III – The law requires the incorporators of a domestic corporation having shares without par value to submit in writing the amount of consideration proposed to be received for each share which shall be allocated to stated capital. |
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| 4. | Article V - The law requires one or more incorporators. The Addresses should include a street number and name (or other designation), in addition to the name of the city and state. |
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| 5. | The duration of the corporation should be stated in the Articles only if the duration is not perpetual. |
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| 6. | The Articles must be signed in ink by each incorporator. The names of the incorporators as set out in Article V should correspond with the signatures. |
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| 7. | One original copy of the Articles is required. A true copy will be prepared by the Corporation and Securities Bureau and returned to the person submitting the Articles for filing. |
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| 8. | An effective date, not later than 90 days subsequent to the date of filing, may be stated in the Articles of Incorporation. |
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| 9. | FEES: | Filing Fee | $10.00 | |||||||||
| Franchise Fee – [ILLEGIBLE] mill on each dollar of authorized capital stock, with a minimum franchise fee of | $25.00 | |||||||||||
| (Make fee payable to State of Michigan) | ||||||||||||
| 10. | Mail Articles of Incorporation and fees to: | |||||||||||
| Michigan Department of Commerce | ||||||||||||
| Corporation and Securities Bureau | ||||||||||||
| Corporation Division | ||||||||||||
| P. O. Drawer C | ||||||||||||
| Lansing, Michigan 48904 | ||||||||||||
| 884EH3315 | 0204 | ORS&F1 | $ | 10.00 | ||||||||||||
| C&S-515 (Rev. 5-87) |
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MICHIGAN DEPARTMENT OF COMMERCE – CORPORATION AND SECURITIES BUREAU
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| (FOR BUREAU USE ONLY) |
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Date Received FEB 04 1988 | ||
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CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
For use by Domestic Corporations
(Please read instructions and Paperwork Reduction Act notice on last page)
Pursuant to the provisions of Act 284, Public Acts of 1972, as amended (profit corporations), or Act 162, Public Acts of 1982, as amended (nonprofit corporations), the undersigned corporation executes the following Certificate:
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1. |
The present name of the corporation is: |
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| Deer Park Funland Inc. | ||||||||||||||||||||||||
| 2. | The corporation identification number (CID) assigned by the Bureau is: | 1 | 0 | 3 | – | 6 | 1 | 5 | ||||||||||||||||
| 3. | The location of its registered office is: | |||||||||||||||||||||||
| 4750 Whitehall Road | Muskegon | , | Michigan | 49445 | ||||||||||||||||||||
| (Street Address) | (City) | (ZIP Code) | ||||||||||||||||||||||
| 4. | Article I of the Articles of Incorporation is hereby amended to read as follows: | |||||||||||||||||||||||
| Article I: The name of the corporation is: | Michigan’s Adventure, Inc. |
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| 5. | COMPLETE SECTION (a) IF THE AMENDMENT WAS ADOPTED BY THE UNANIMOUS CONSENT OF THE INCORPORATOR(S) BEFORE THE FIRST MEETING OF THE BOARD OF DIRECTORS OR TRUSTEES; OTHERWISE, COMPLETE SECTION (b) |
| a. ¨ | The foregoing amendment to the Articles of Incorporation was duly adopted on the day of , 19 , in accordance with the provisions of the Act by the unanimous consent of the incorporator(s) before the first meeting of the board of directors or trustees. |
| Signed this day of , 19 | ||||
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| (Signatures of all incorporators; type or print name under each signature) | ||||
| b x | The foregoing amendment to the Articles of Incorporation was duly adopted on the 2nd day |
of, February , 1988 The amendment (check one of the following)
| ¨ | was duly adopted in accordance with Section 611(2) of the Act by the vote of the shareholders if a profit corporation, or by the vote of the shareholders or members if a nonprofit corporation, or by the vote of the directors if a nonprofit corporation organized on a nonstock directorship basis. The necessary votes were cast in favor of the amendment. |
| ¨ | was duly adopted by the written consent of all the directors pursuant to Section 525 of the Act and the corporation is a nonprofit corporation organized on a nonstock directorship basis. |
| ¨ | was duly adopted by the written consent of the shareholders or members having not less than the minimum number of votes required by statute in accordance with Section 407(1) and (2) of the Act. Written notice to shareholders or members who have not consented in writing has been given. (Note: Written consent by less than all of the shareholders or members is permitted only if such provision appears in the Articles of Incorporation.) |
| x | was duly adopted by the written consent of all the shareholders or members entitled to vote in accordance with Section 407(3) of the Act. |
| Signed this 2nd day of February , 19 88 | ||||||||
| By | /s/ Roger D. Jourden | |||||||
| Roger D. Jourden | (Signature) | |||||||
| Roger D. Jourden | President | |||||||
| (Type or Print Title) | (Type or Print Title) | |||||||
C&S-515
| DOCUMENT WILL BE RETURNED TO NAME AND MAILING ADDRESS INDICATED IN THE BOX BELOW. Include name, street and number (or P.O. box), city, state and ZIP code. |
Name of person or organization remitting fees: | |||||
| O ‘Toole, Johnson | ||||||
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Foster D. Potter, Esquire O’Toole, Johnson, Potter, Rolf, Grafton & Eklund 175 W. Apple Avenue, P.O. Box 786
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Preparer’s name and business telephone number: | |||||
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Foster D. Potter | ||||||
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(616) 722-1621 | ||||||
| INFORMATION AND INSTRUCTIONS | ||||||||||||
| 1. | The amendment cannot be filed until this form, or a comparable document, is submitted. |
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| 2. | Submit one original copy of this document. Upon filing, a microfilm copy will be prepared for the records of the Corporation and Securities Bureau. The original copy will be returned to the address appearing in the box above as evidence of filing. Since this document must be microfilmed, it is important that the filing be legible. Documents with poor black and white contrast, or otherwise illegible, will be rejected. |
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| 3. | This document is to be used pursuant to the provisions of section 631 of the Act for the purpose of amending the articles of incorporation of a domestic profit or nonprofit corporation. Do not use this form for restated articles. A nonprofit corporation is one incorporated to carry out any lawful purpose or purposes not involving pecuniary profit or gain for its directors, officers, shareholders, or members. A nonprofit corporation organized on a nonstock directorship basis, as authorized by Section 302 of the Act, may or may not have members, but if it has members, the members are not entitled to vote. |
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| 4. | Item 2 — Enter the identification number previously assigned by the Bureau. If this number is unknown, leave it blank. |
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| 5. | Item 4 — The article being amended must be set forth in its entirety. However, if the article being amended is divided into separately identifiable sections, only the sections being amended need be included. |
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| 6. | This document is effective on the date approved and filed by the Bureau. A later effective date, no more than 90 days after the date of delivery, may be stated. |
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| 7. | If the amendment is adopted before the first meeting of the board of directors, item 5(a) must be completed and signed in ink by all of the incorporators listed in Article V of the Articles of Incorporation. If the amendment is otherwise adopted, item 5(b) must be completed and signed in ink by the president, vice-president, chairperson, or vice-chairperson of the corporation. |
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| 8. | FEES: | Filing fee (Make remittance payable to State of Michigan) | $10.00 | |||||||||
| Franchise fee for profit corporations (payable only if authorized capital stock has increased) — 1/2 mill (.0005) on each dollar of increase over highest previous authorized capital stock. |
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| 9. | Mail form and fee to: | |||||||||||
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Michigan Department of Commerce |
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| Corporation and Securities Bureau |
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| Corporation Division |
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| P.O. Box 30054 |
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| 6546 Mercantile Way |
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| Lansing, Ml 48909 |
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| Telephone: (517) 334-6302 |
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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/27/21 Cedar Fair LP S-4¶ 5/27/21 20:2M Donnelley … Solutions/FA |
