control no. 0646326 state of georgia

Received by NSD/FARA Registration Unit 12/30/2020 10:53:32 AM

Control No. 0646326

STATE OF GEORGIASecretary of State

Corporations Division 315 West Tower

#2 Martin Luther King, Jr. Dr. Atlanta, Georgia 30334-1530

CERTIFICATEOF

INCORPORATIONI, Cathy Cox, the Secretary of State and the Corporations Commissioner of the State of Georgia, hereby certify under the seal of my office that

EMERGING DESTINATIONS, INCa Domestic Profit Corporation

has been duly incorporated under the laws of the State of Georgia on 06/05/2006 by the filing of articles of incorporation in the Office of the Secretary of State and by the paying of fees as provided by Title 14 of the Official Code of Georgia Annotated.

WITNESS my hand and official seal of the City of Atlanta and the State of Georgia on June 5, 2006

ofK'a

Cathy Cox Secretary of State


Received by NSD/FARA Registration Unit 12/30/2020 10:53:32 AM Control No: 0646326 Date Filed: 06/05/2006 12:00 AM

Cathy Cox Secretary of State

2006 JUN -5 AM 9:31

SECRETARY Ci SiAiECORPOR/ft^SBIVI^

ARTICLES OF INCORPORATION OF EMERGING DESTINATIONS. INC.

I.

Corporation is:

EMERGING DESTINATIONS, INC.

II.

The Corporation shall have authority, to be exercised by the Board of Directors, to issue not more than Five Thousand (5,000) shares of capital stock. These shares shall be one class, with a par value of $0.01 per share and shall be designated as common stock. The holders of common stock shall have unlimited voting rights and shall be entitled to receive the net assets of the Corporation upon dissolution. The Board of Directors may from time to time distribute to shareholders the Corporation’s assets, in cash or in property, as permitted by applicable law.

III.

The initial registered office of the Corporation shall be at 4850 Manget Court, Dekalb County, Atlanta, Georgia 30338. The initial registered agent of the Corporation shall be Jane S. Behrend.

IV.

The name and address of the incorporator is:

Brannon D. Anthony 4555 Mansell Road, Suite 300

Atlanta, Georgia 30022

V.

The mailing address of the initial principal office of the Corporation is:

4850 Manget Court Atlanta, Georgia 30338

State of Georgia Creation - Domestic Entity 4 Page(s)

T0615841021

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VI.

The initial Board of Directors shall consist of one (1) director. The name and address of the initial director is set forth below:

Jane S. Behrend 4850 Manget Court

Atlanta, Georgia 30338

VII.

The Corporation is organized for the purpose of engaging in any and all lawful businesses not specifically prohibited to corporations for profit under the laws of the State of Georgia, and the Corporation shall have all powers necessary to conduct any such businesses and all other powers enumerated in the Georgia Business Corporation Code or under any act amendatory thereof, supplemental thereto or substituted therefor.

VIII.

No director of the Corporation shall have liability to the Corporation or to its shareholders for monetary damages for any action taken, or any failure to take any action, as a director, except that this Article VIII shall not eliminate or limit the liability of a director: (i) for anyappropriation, in violation of his duties, of any business opportunity of the Corporation; (ii) for acts or omissions which involve intentional misconduct or a knowing violation of law; (iii) for the types of liability set forth in Section 14-2-832 of the Georgia Business Corporation Code; or (iv) for any transaction from which the director received an improper personal benefit. Neither the amendment nor repeal of this Article VIII, nor the adoption of any provision of the Articles of Incorporation of the Corporation inconsistent with this Article VIII, shall eliminate or reduce the effect of this Article VII in respect of any act or failure to act, or any cause of action, suit or claim that, but for this Article VII, would accrue or arise prior to any amendment, repeal or adoption of such an inconsistent provision. If the Georgia Business Corporation Code is subsequently amended to provide for further limitations on the personal liability of directors of corporations for breach of duty of care or other duty as a director, then the personal liability of the directors of the Corporation shall be so further limited to the greatest extent permitted by the Georgia Business Corporation Code. In the event any of the provisions of this Article is held by a court of competent jurisdiction to be invalid, void, or otherwise unenforceable, the remaining provisions are severable and shall remain enforceable to the fullest extent permitted by law.

IX

Any action required or permitted to be taken at a shareholders' meeting may be taken without a meeting if the action is taken by all of the shareholders entitled to vote on the action, or by persons who would be entitled to vote at a meeting those shares having voting power to cast not less than the minimum number (or numbers, in the case of voting by groups) of votes that would be necessary to authorize or take such actions at a meeting at which all shares entitled to vote were present and voted. The action must be evidenced by one or more written consents

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describing the action taken, signed by shareholders entitled to take action without a meeting and delivered to the Corporation for inclusion in the minutes or filing with the corporate records. All voting shareholders of record who did not participate in taking the action shall be given written notice of the action not more than ten (10) days after the taking of action without a meeting. An action by less than unanimous consent may not be taken with respect to any election of directors as to which shareholders would be entitled to cumulative voting.

^IS™-?88 WHERE0F>the undersigned has executed these Articles of Incorporation is/-Af 1 yW 2006.

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■ v: t

CATHY COX Secretary of State

OFFICE OF SECRETARY OF STATECORPORATIONS DIVISION

315 West Tower, #2 Martin Luther King, Jr. Drive Atlanta, Georgia 30334-1530

(404) 656-2817Registered agent, officer, entity status information via the Internet

http://www.georgiacorporations.org

TRANSMITTAL INFORMATION GEORGIA PROFIT OR NONPROFIT CORPORATIONS

ENRICO M. ROBINSON Director

SUSAN GOLDEN Assistant Director

DO NOT WRITE IN SHADED AREA - SOS USE ONLY

DOCKET# PENDING # CONTROL #

DOCKETCODE

DATEFILED

AMOUNTRECEIVED

CHECK/RECEIPT#

TYPE CODE EXAMINER JURISDICTION (COUNTY) CODE

NOTICE TO APPLICANT: PRINT PLAINLY OR TYPE REMAINDER OF THIS FORM

1.

Corporate Name Reservation Number (if one has been obtained; if articles are being filed without prior reservation, leave this line blank)

Emerging Destinations, Inc.Corporate Name (List exactly as it appears in articles)

2. Brannon D. Anthony 770-350-9177Name of person filing articles (certificate will be mailed to this person, at address below) Telephone Number

4945 Mill Stream CourtAddress

Atlanta GA 30338City State Zip Code

3.Mail or deliver the following items to the Secretary of State, at the above address:

1) This transmittal form2) Original and one copy of the Articles of Incorporation3) Filing fee of $100.00 payable to Secretary of State. Filing fees are NON-refundable.

I certify that a Notice of Incorporation or Notice of Intent to Incorporate with a publication fee of $40.00 has been or will be mailed or delivered to the official organ of the county where the initial registered office of the corporation is to be located. (List of legal organs is posted at web site; or, the Clerk of Superior Court can advise you of the official organ in a particular county.)

Authorized signature of persorKffling documents/ I'Qh

Date

Request certificates and obtain entity information via the Internet: http://www.georgiacorporations.org


control no. 0646326 state of georgia

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