Exhibit 3.17
Secretary of State |
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Division of Business Services |
| DATE: 09/22/00 |
312 Eighth Avenue North |
| REQUEST NUMBER: 4008-0593 |
6th Floor, William R. Snodgrass Tower |
| TELEPHONE CONTACT: (615) 741-2286 |
Nashville, Tennessee 37243 |
| FILE DATE/TIME: 09/22/00 1248 |
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| EFFECTIVE DATE/TIME: 09/22/00 1248 |
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| CONTROL NUMBER: 0396067 |
CT CORPORATION SYSTEM
[ILLEGIBLE] BOX
CHICAGO, IL 60604
WINDSOR ACQUISITION, LLC
ARTICLES OF ORGANIZATION –
LIMITED LIABILITY COMPANY
CONGRATULATIONS UPON THE FORMATION OF THE LIMITED LIABILITY COMPANY IN THE STATE OF TENNESSEE WHICH IS EFFECTIVE AS INDICATED ABOVE.
A LIMITED LIABILITY COMPANY ANNUAL REPORT MUST BE FILED WITH THE SECRETARY OF STATE ON OR BEFORE THE FIRST DAY OF THE FOURTH MONTH FOLLOWING THE CLOSE OF THE LIMITED LIABILITY COMPANY’S FISCAL YEAR. ONCE THE FISCAL YEAR HAS BEEN ESTABLISHED, PLEASE PROVIDE THIS OFFICE WITH WRITTEN NOTIFICATION. THIS OFFICE WILL MAIL THE REPORT DURING THE LAST MONTH OF SAID FISCAL YEAR TO THE LIMITED LIABILITY COMPANY AT THE ADDRESS OF ITS PRINCIPAL OFFICE OR TO A MAILING ADDRESS PROVIDED TO THIS OFFICE IN WRITING. FAILURE TO FILE THIS REPORT OR TO MAINTAIN A REGISTERED AGENT AND OFFICE WILL SUBJECT THE LIMITED LIABILITY COMPANY TO ADMINISTRATIVE DISSOLUTION.
WHEN CORRESPONDING WITH THIS OFFICE OR SUBMITTING DOCUMENTS FOR FILING, PLEASE ANSWER TO THE LIMITED LIABILITY COMPANY CONTROL NUMBER GIVEN ABOVE. PLEASE BE ADVISED THAT THIS DOCUMENT MUST ALSO BE FILED IN THE OFFICE OF THE REGISTER OF [ILLEGIBLE] IN THE COUNTY WHEREIN A LIMITED LIABILITY COMPANY HAS ITS PRINCIPAL OFFICE IF SUCH PRINCIPAL OFFICE IS IN TENNESSEE.
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ARTICLES OF ORGANIZATION – |
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| ON DATE: 09/22/00 |
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LIMITED LIABILITY COMPANY |
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| FEES |
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| RECEIVED: | $300.00 | $0.00 |
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CT CORPORATION SYSTEM (CHICAGO, IL.) |
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208 S LASALLE ST |
| TOTAL PAYMENT RECEIVED: | $300.00 |
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| RECEIPT NUMBER: | 00002743266 | ||||
CHICAGO, IL 60604-0000 |
| ACCOUNT NUMBER: | 00000592 | ||||
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| /s/ RILEY C. DARNELL | ||||
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[TENNESSEE STATE |
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SEAL] |
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| RILEY C. DARNELL | ||||
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| SECRETARY OF STATE | ||||
State of Tennessee |
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| RECEIVED |
[SEAL] |
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| STATE OF TENNESSEE |
Department of State |
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| 00 SEP 22 [ILLEGIBLE] |
Corporation Section |
| ARTICLES OF |
| RILEY DARNELL |
18th Floor, James K. Polk Building |
| ORGANIZATION |
| SECRETARY OF STATE |
Nashville, TN 37243-0306 |
| (LIMITED LIABILITY COMPANY) |
| FILED |
The undersigned acting as organizer(s) of a Limited Liability Company under the provisions of the Tennessee Limited Liability Company Act, § 48-205-101, adopts the following Articles of Organization.
1. The name of the Limited Liability Company is:
Windsor Acquisition LLC
(NOTE: Pursuant to the provisions of § 48-207-101, each limited Liability Company name must contain the words “Limited Liability Company” or the abbreviation “LLC” or “L.L.C”)
2. The name and complete address of the Limited Liability Company’s initial registered agent and office located in the state of Tennessee is:
CT CORPORATION SYSTEM |
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(Name) |
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c/o CT CORPORATION SYSTEM, 530 Gay Street, |
| Knoxville, |
| Tennessee 37902 |
(Street Address) |
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| Knox |
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3. List the name and complete address of each organizer of this Limited Liability Company.
Joshua W. Miller Jones, Dev, Reayis & Pogue 77 W. Wacker Dr. Chicago, IL 60601-1692
(Name) (Include: Street Address, City, State and Zip Code)
(Name) (Street Address, City, State and Zip Code)
(Name) (Street Address, City, State and Zip Code)
4. The Limited Liability Company will be: (NOTE: PLEASE MARK APPLICABLE BOX)
o Board Managed ý Member Managed
5. Number of members at the date of filing 1 (one).
6. If the document is not to be effective upon filing by the Secretary of State, the delayed effective date and time is:
Date , . Time (Not to exceed 90 days.)
7. The complete address of the Limited Liability Company’s principal executive office is:
4520 Executive park Drive |
| Montgomery |
| Alabama/US/36116 |
(Street Address) |
| (City) |
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8. Period of Duration: Perpetual
9. Other Provisions:
9/18/2001 |
| /s/ BLOUNT, INC. by Richard H. Irving, III |
Signature Date |
| Signature (manager or member authorized to sign by the Limited Liability Company) |
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Senior Vice President |
| /s/ Richard H. Irving, III |
Signer’s Capacity |
| Name (typed or printed) |
SS-4247(Rev.5/98) |
| RDA 2458 |
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TN 044-10/11/99 CT System Online |
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Secretary of State |
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Division of Business Services |
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| ISSUANCE DATE: 02/08/2001 |
312 Eighth Avenue North |
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| REQUEST NUMBER: 01039581 |
6th Floor, William R. Snodgrass Tower |
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| TELEPHONE CONTACT: (615) 741-6488 |
Nashville, Tennessee 37243 |
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| CHARTER/ QUALIFICATION DATE: 09/22/2000 | |
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| STATUS: ACTIVE | |
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| CORPORATE EXPIRATION DATE: PERPETUAL | |
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| CONTROL NUMBER: 0396067 | |
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| JURISDICTION: TENNESSEE | |
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| REQUESTED BY: | |
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| CFS | |
8161 HWY 100 |
| 8161 HWY 100 | |
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NASHVILLE, TN 37221 |
| NASHVILLE, TN 37221 |
CERTIFICATE OF EXISTENCE
RILEY C DARNELL, SECRETARY OF STATE OF THE STATE OF TENNESSEE DO HEREBY CERTIFY THAT
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“WINDSOR FORESTRY TOOLS LLC”
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A LIMITED LIABILITY COMPANY DULY FORMED UNDER THE LAW OF THIS STATE WITH DATE OF FORMATION AND DURATION AS GIVEN ABOVE, THAT ALL FEES, TAXES, AND PENALTIES OWED TO THIS STATE WHICH AFFECT THE EXISTENCE OF THE LIMITED LIABILITY COMPANY HAVE BEEN PAID, THAT ARTICLES OF DISSOLUTION HAVE NOT BEEN FILED, AND THAT ARTICLES OF TERMINATION OF THE EXISTENCE HAVE NOT BEEN FILED. [ILLEGIBLE] FURTHER CERTIFY THAT THE FOLLOWING DOCUMENT(S) IS/ARE ON FILE WITH THIS OFFICE.
EXISTENCE NUMBER |
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| FILING TYPE |
| FIELD CHANGED |
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??-0593 |
| 09/22/00 |
| LLC ORGANIZATION |
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?7-0990 |
| 11/22/00 |
| LLC AMENDMENT |
| NAME |
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REQUEST FOR CERTIFICATE | ON DATE: 02/08/01 |
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| RECEIVED: | $300.00 | $0.00 | ||
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[ILLEGIBLE] 8161 HIGHWAY 100 | TOTAL PAYMENT RECEIVED: | $300.00 | |||
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NASHVILLE, TN 37221-0000 | RECEIPT NUMBER: 00002807304 | ||||
| ACCOUNT NUMBER: 00101230 | ||||
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[TENNESSEE STATE SEAL] |
| /s/ Riley C. Darnell |
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| RILEY C. DARNELL |
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| SECRETARY OF STATE |
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Secretary of State |
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Division of Business Services |
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312 Eighth Avenue North | DATE: 11/22/00 |
6th Floor, William R. Snodgrass Tower | REQUEST NUMBER: 4057-0990 |
Nashville, Tennessee 37243 | TELEPHONE CONTACT: (615) 741-2286 |
| FILE DATE/TIME: 11/22/00 1124 |
| EFECTIVE DATE/TIME: 11/22/00 1630 |
| CONTROL NUMBER: 0396067 |
[ILLEGIBLE]
CT CORP SYSTEM
208 S LASALLE
CHICAGO, IL, 60604
[ILLEGIBLE]
WINDSOR FORESTRY TOOLS LLC
ARTICLES OF AMENDMENT - LIMITED LIABILITY COMPANY
THIS WILL ACKNOWLEDGE THE FILING OF THE ATTACHED DOCUMENT WITH AN EFFECTIVE DATE AS INDICATED ABOVE.
WHEN CORRESPONDING WITH THIS OFFICE OR SUBMITTING DOCUMENTS FOR FILING, PLEASE REFER TO THE LIMITED LIABILITY COMPANY CONTROL NUMBER GIVEN ABOVE. PLEASE BE ADVISED THAT THIS DOCUMENT MUST ALSO BE FILED IN THE OFFICE OF THE REGISTER OF DEEDS IN THE COUNTY WHEREIN A LIMITED LIABILITY COMPANY HAS ITS PRINCIPAL OFFICE IF SUCH PRINCIPAL OFFICE IS IN TENNESSEE.
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[ILLEGIBLE] ARTICLES OF AMENDMENT - LIMITED LIABILITY COMPANY. ON DATE: 11/22/00
[ILLEGIBLE] |
| FEES |
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CT CORPORATION SYSTEM (CHICAGO, IL.) | RECEIVED: | $20.00 | $0.00 |
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208 S LASALLE ST | TOTAL PAYMENT RECEIVED: | $20.00 |
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CHICAGO, IL 60604 - 0000 | RECEIPT NUMBER: | 00002767774 | |||||
| ACCOUNT NUMBER: | 00000592 | |||||
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[TENNESSEE STATE | /s/ Riley C. Darnell |
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SEAL] |
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| RILEY C. DARNELL | ||||||
| SECRETARY OF STATE | ||||||
STATE OF TENNESSEE Department of State | ARTICLE OF AMENDMENT TO THE | For Office Use Only |
LIMITED LIABILITY COMPANY CONTROL NUMBER (IF KNOWN) 0396067
PURSUANT TO THE PROVISIONS OF § 48-209-104 OF THE TENNESSEE LIMITED LIABILITY COMPANY ACT, THE UNDERSIGNED ADOPTS THE FOLLOWING ARTICLES OF AMENDMENT TO ITS LIMITED LIABILITY COMPANY:
PLEASE MARK THE BLOCK THAT APPLIES: | ||||||||||
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ý AMENDMENT IS TO BE EFFECTIVE WHEN FILED BY THE SECRETARY OF STATE. | ||||||||||
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o AMENDMENT IS TO BE EFFECTIVE, |
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| MONTH | DAY | YEAR | |||||||
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(NOT TO BE LATER THEN THE 90th DAY AFTER THE DATE THIS DOCUMENT IS FILED.) IF NEITHER BLOCK IS CHECKED, THE AMENDMENT WILL BE EFFECTIVE AT THE TIME OF FILING. | ||||||||||
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1. PLEASE INSERT THE NAME OF THE LIMITED LIABILITY COMPANY AS IT APPEARS ON RECORD: | ||||||||||
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Windsor Acquisition, LLC | ||||||||||
IF CHANGING THE NAME, INSERT THE NEW NAME ON THE LINE BELOW: | ||||||||||
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Windsor Forestry Tools LLC | ||||||||||
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2. PLEASE INSERT ANY CHANGES THAT APPLY: | ||||||||||
A. PRINCIPAL ADDRESS: (Street) | ||||||||||
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CITY | STATE/COUNTY | ZIP CODE | ||||||||
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B. REGISTERED AGENT: | ||||||||||
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C. REGISTERED ADDRESS: | ||||||||||
STREET | ||||||||||
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CITY | STATE | ZIP CODE | COUNTY | |||||||
D. OTHER CHANGES: | ||||||||||
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3. THE AMENDMENT WAS DULY ADOPTED ON: | November 17, 2000 | |||||||||
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(NOTE: PLEASE MARK THE BLOCK THAT APPLIES) | ||||||||||
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o THE BOARD OF GOVERNORS WITHOUT MEMBER APPROVAL AS SUCH WAS NOT REQUIRED | ||||||||||
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ý THE MEMBERS | ||||||||||
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Senior Vice President, Blount Inc., sole member |
| /s/ Richard H. Irving, III | ||||||||
SIGNER’S CAPACITY | SIGNATURE | |||||||||
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| Richard H. Irving | |||||||||
| NAME OF REGISTER (TYPED OR PRINTED) | |||||||||