Exhibit 3.79
Control No. 0143464
STATE OF GEORGIA
Secretary of State
Corporations Division
315 West Tower
#2 Martin Luther King, Jr. Dr.
Atlanta, Georgia 30334-1530
CERTIFICATE
OF
MERGER
I, Karen C Handel,the Secretary of State and the Corporations Commissioner of the State of Georgia, do hereby issue this certificate pursuant to Title 14 of the Official Code of Georgia annotated certifying that articles or a certificate of merger and fees have been filed regarding the merger of the below entities, effective as of 11/18/2008. Attached is a true and correct copy of the said filing.
Surviving Entity:
FIS OUTPUT SOLUTIONS, LLC,a Georgia Limited Liability Company
Nonsurviving Entity/Entities:
INTERCEPT TX I, LLC,a Georgia Limited Liability Company
WITNESS my hand and official seal in the City of Atlanta
and the State of Georgia on November 18, 2008
 | /s/ Karen C Handel
Karen C Handel Secretary of State |
Control No: 0143464 Date Filed: 11/18/2008 03:01 PM Karen C Handel Secretary of State |
ARTICLES OF MERGER
of
INTERCEPT TX I, LLC
A Georgia limited liability company
(merging limited liability company)
with and into
FIS OUTPUT SOLUTIONS, LLC
A Georgia limited liability company
(surviving limited liability company)
These Articles of Merger are filed pursuant to the authority contained in Section 14-11-904 of the Georgia Limited Liability Company Act (“Georgia Act”), by and betweenInterCeptTXI, LLC,a Georgia limited liability company (the “Subsidiary”), andFIS Output Solutions, LLC,a Georgia limited liability company (the “Parent”), pursuant to which Subsidiary will merge into Parent (the “Merger”).
For purposes of these Articles of Merger, the following shall have the meanings shown:
a. “Subsidiary” means InterCept TX I, LLC, a limited liability company duly organized and existing under the laws of the State of Georgia, having been formed on September 27, 2001, by Articles of Organization filed with the Georgia Secretary of State on that date, as amended from time to time. Subsidiary is a wholly owned limited liability company of Parent.
b. “Parent” means FIS Output Solutions, LLC, a limited liability company duly organized and existing under the laws of the State of Georgia, having been incorporated on November 12, 2004, by Articles of Organization filed with the Georgia Secretary of State on that date, as amended from time to time. Parent owns one hundred percent (100%) of the outstanding membership interest in Subsidiary.
NOW, THEREFORE, in consideration of the mutual agreements, covenants, representations and warranties herein contained and for the purpose of prescribing the terms and conditions of the Merger, the mode of carrying the Merger into effect, the manner and basis of canceling the membership interest in Subsidiary, and such other provisions as are deemed necessary or desirable with respect to the Merger, in accordance with the applicable statutes of the State of Georgia, it is agreed as follows:
| State of Georgia |
Merger 4 Page(s) |
| T0832409029 |
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ARTICLE 1
PLAN OF MERGER
1.1Effective Date and Time. The Merger shall become effective as of the date these Articles of Merger are filed (“Effective Time”).
1.2Surviving Company. At the Effective Time, Subsidiary shall be merged with and into Parent. Parent shall be the surviving company (the “Surviving Company”) resulting from the Merger and shall continue to be governed by the laws of the State of Georgia. The name of the Surviving Company shall be FIS Output Solutions, LLC.
1.3Articles of Organization. At the Effective Time, the Articles of Organization of Parent in effect immediately prior to the Effective Time shall be the Articles of Organization of the Surviving Company until thereafter amended as provided by law.
1.4Operating Agreements. At the Effective Time, the operating agreements of Parent in effect immediately prior to the Effective Time shall be the operating agreements of the Surviving Company until thereafter amended as provided by law.
1.5Directors. At the Effective Time, the directors of Parent in effect immediately prior to the Effective Time shall be the directors of the Surviving Company.
1.6Officers. At the Effective Time, the officers of Parent in effect immediately prior to the Effective Time shall be the officers of the Surviving Company.
ARTICLE 2
SURVIVING COMPANY TO SUCCEED TO
PROPERTIES AND OBLIGATIONS OF PARENT AND SUBSIDIARY
2.1 From and after the Effective Time, the Surviving Company, without other transfer or assumption, shall succeed to and possess all the estate, property rights (whether tangible or intangible), privileges, powers, and franchises of a public as well as a private nature, and shall assume and be subject to all of the liabilities, obligations, debts, restitutions, disabilities, and duties of each of Parent and Subsidiary, all without further act or deed.
2.2 If at any time the Surviving Company shall consider, upon the advice of its legal counsel, that any further assignments, conveyances or assumptions of liability are necessary or desirable to carry out the provisions hereof, the proper officers and directors of Parent and Subsidiary as of the Effective Time shall execute and deliver any and all proper deeds, assignments and assumptions of liability and do all things necessary or proper to carry out the provisions hereof.
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ARTICLE 3
CANCELLATION OF MEMBERSHIP INTEREST IN MERGER
3.1 At the Effective Time, each membership interest in Subsidiary outstanding immediately prior to the Merger and all rights in respect thereof, shall, by virtue of the Merger and without any action on the part of any holder thereof, cease to exist and be cancelled.
3.2 At the Effective Time, each membership interest in Parent outstanding immediately prior to the Merger shall, by virtue of the Merger and without any action on the part of the holder thereof, constitute all of the outstanding membership interest in Surviving Company.
ARTICLE 4
APPROVAL OF PLAN OF MERGER
4.1Approval by Members.
| a. | Pursuant to Section 14-11-903 of the Georgia Act, the sole member of Parent has approved the merger by written consent. |
| b. | Pursuant to Section 14-11-903 of the Georgia Act, the sole member of Subsidiary has approved the merger by written consent. |
| c. | Pursuant to Section 14-11-904(4) of the Georgia Act, the executed plan of merger is on file at (the principal place of business of the Parent). |
| d. | Pursuant to Section 14-11-904(5) of the Georgia Act, a copy of the plan of merger will be furnished by the Parent, on request and without cost, to any member of any constituent entity. |
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IN WITNESS WHEREOF,FIS Output Solutions, LLC has caused these Articles of Merger to be executed on July 30, 2007.
FIS Output Solutions, LLC | ||
By: | /s/ Ronald D. Cook | |
Name: | Ronald D. Cook | |
Title: | SVP & Gen, Counsel | |
00572390
2008 NOV 18 AM 10:11 SECRETARY OF STATE CORPORATIONS DIVISION |
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Control No.0143464
STATE OF GEORGIA
Secretary of State
Corporations Division
315 West Tower
#2 Martin Luther King, Jr. Dr.
Atlanta, Georgia 30334-1530
CERTIFICATE
OF
AMENDMENT
NAME CHANGE
I, Karen C Handel,the Secretary of State and the Corporations Commissioner of the State of Georgia, hereby certify under the seal of my office that
INTERCEPT SERVICES, LLC
a Domestic Limited Liability Company
has filed articles/certificate of amendment in the Office of the Secretary of State on08/28/2007 changing its name to
FIS OUTPUT SOLUTIONS, LLC
and has paid the required fees as provided by Title 14 of the Official Code of Georgia Annotated. Attached hereto is a true and correct copy of said articles/ certificate of amendment.
WITNESS my hand and official seal in the City of Atlanta
and the State of Georgia on August 28, 2007
| STATE OF GEORGIA [SEAL] | /s/ Karen C Handel
Karen C Handel Secretary of State |
Control No: 0143464 Date Filed: 08/28/2007 11:00 AM Karen C Handel Secretary of State |
ARTICLES OF AMENDMENT OF
THE ARTICLES OF ORGANIZATION OF
INTERCEPT SERVICES, LLC
A. The name of the limited liability company isInterCept Services, LLC(the “Company”).
B. The Articles of Organization of the Company were filed with the Georgia Secretary of State on "September. 27, 2001.
C. Pursuant to Section 14-2-1102 of the Georgia Limited Liability Company Act, Article I of the Articles of Organization is amended in its entirety to read as follows:
“ARTICLE I-NAME
The name of the Company is FIS OUTPUT SOLUTIONS, LLC.”
D. There are no other amendments to the Articles of Organization, except as stated above.
IN WITNESS WHEREOF, InterCept Services, LLC has caused these Articles of Amendment of the Articles of Organization to be signed in its name by its Authorized Representative effective as of the date of this filing.
| InterCept Services, LLC | ||||||
SECRETARY OF STATE 2001 AUG 29 A 11:02 CORPORATIONS DIVISION |
By: |
/s/ Ronald D. Cook | ||||
Name: | Ronald D. Cook | |||||
Title: | SVP & General Counsel | |||||
State of Georgia Expedite Name Change 1 Page(s) T0724024008 | SECRETARY OF STATE 2001 AUG 28 A 11:07 CORPORATIONS DIVISION |
Secretary of State Corporations Division 315 West Tower #2 Martin Luther King, Jr. Dr. Atlanta, Georgia 30334-1530 | CONTROL NUMBER | : | 0143464 | |||||||
| EFFECTIVE DATE | : | 09/27/2001 | ||||||||
| JURISDICTION | : | GEORGIA | ||||||||
| REFERENCE | : | 0045 | ||||||||
| PRINT DATE | : | 09/27/2001 | ||||||||
| FORM NUMBER | : | 356 |
ANN B. VANDIVER
NELSON MULLINS RILEY & SCARBOROUGH
999 PEACHTREE ST., STE. 1400
ATLANTA, GA 30309
CERTIFICATE OF ORGANIZATION
I, Cathy Cox, the Secretary of State of the State of Georgia, do hereby certify under the seal of my office that
INTERCEPT SERVICES, LLC
A GEORGIA LIMITED LIABILITY COMPANY
has been duly organized under the laws of the State of Georgia on the effective date stated above by the filing of articles of organization 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 in the City of Atlanta and the State of Georgia on the date set forth above.
| STATE OF GEORGIA [SEAL] | /s/ Cathy Cox Cathy Cox Secretary of State |
ARTICLES OF ORGANIZATION
OF
INTERCEPT SERVICES, LLC
The undersigned, acting as the organizer of a limited liability company under the Georgia Limited Liability Company Act, certifies as follows:
ARTICLE I
The name of the limited liability company is Intercept Services, LLC.
ARTICLE II
Management of the limited liability company is vested in one or more managers, whose names and addresses are as follows:
Name | Address | |
The Intercept Group, Inc. | c/o Mr. John W. Collins, Chief Executive Officer 3150 Holcomb Bridge Road, Suite 200 Norcross, Georgia 30071 | |
ARTICLE III
The address of the registered office of the limited liability company in the State of Georgia is 3150 Holcomb Bridge Road, Suite 200, Norcross, Georgia 30071. The name of the limited liability company's registered agent at such address is Mr. John W. Collins.
ARTICLE IV
The nature of the business or purposes to be conducted or promoted is to engage in any lawful business or activity for which limited liability companies may be organized under the Georgia Limited Liability Company Act.
THE INTERCEPT GROUP, INC. | ||
By: | /s/ Scott R. Meyerhoff | |
| Scott R. Meyerhoff, Chief Financial Officer | ||
 |
CATHY COX Secretary of State | OFFICE OF SECRETARY OF STATE CORPORATIONS DIVISION 315 West Tower, #2 Martin Luther King, Jr. Drive Atlanta, Georgia 30334-1530 (404) 656-2817 Registered agent, officer, entity status information via the Internet http://www.sos.state.ga.us/corporations TRANSMITTAL INFORMATION GEORGIA LIMITED LIABILITY COMPANY | WARREN RARY Director
QUINTILIS B. ROBINSON Deputy Director |
DO NOT WRITE IN SHAPED AREA - SOS USE ONLY
DOCKET # | PENDING #P411487 | CONTROL #143464 | ||||
DOCKET | DATE FILED | AMOUNT RECEIVED | CHECK/ RECEIPT # |
TYPE CODE
| EXAMINER
| JURISDICTION (COUNTY) CODE
| ||||
NOTICE TO APPLICANT: PRINT PLAINLY OR TYPE REMAINDER OF THIS FORM
1. |
012530305 | |||||||
| LLC Name Reservation Number | ||||||||
Intercept Service, LLC | ||||||||
LLC Name
|
| 2. | Jonathan Coe, Esq. | 770-840-2542 | ||||||
| Applicant/Attorney | Telephone Number | |||||||
3150 Holcomb Bridge Road, Ste. 200 | ||||||||
| Address | ||||||||
| Norcross | GA | 30071 | ||||||
City
| State
| Zip Code
| ||||||
| 3. | 3150 Holcomb Bridge Road, Ste. 200 | |||||||
| Principal Office Mailing Address | ||||||||
Norcross | GA | 30071 | ||||||
City
| State
| Zip Code
| ||||||
| 4. | John W. Collins | |||||||
| Name of Registered Agent in Georgia | ||||||||
3150 Holcomb Bridge Road, Ste. 200 | ||||||||
| Registered Office Street Address in Georgia | ||||||||
Norcross | GA | 30071 | ||||||
City
| County
| State
| Zip Code
|
| 5. | Name and Address of each organizer (Attach additional sheets if necessary) | |||||||||
| The Intercept Group, Inc. 3150 Holcomb Brdg. Rd, Ste. 200, Norcross GA 30071 | ||||||||||
Organizer
| Address
| City
| State
| Zip Code
| ||||||
Organizer
| Address
| City
| State
| Zip Code
| ||||||
| 6. | Mail or deliver to the Secretary of State, at the above address, the following: 1) This transmittal form 2) Original and one copy of the Articles of Organization 3) Filing fee of $75.00 payable to Secretary of State. Filing fees are NON-refundable. |
| Sept. 28, 2001 | |
| Authorized Signature | Date | |
Member, Manager, Organizer or Attorney-in-fact (Circle one)
|
