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Exhibit 3.23
(Articles of Incorporation of
Real Mex Foods, Inc.)
ARTICLES OF INCORPORATION
OF
ALA DISTRIBUTING, INC.
I.
The name of this corporation shall be
ALA DISTRIBUTING, INC.
II.
The purposes for which this corporation is formed are:
(a) To engage specifically in the business of purchasing, selling and distributing food, liquor and other products related to the restaurant industry;
(b) To engage generally in any one or more businesses or transactions which the Board of Directors of this corporation may from time to time authorize or approve, whether related or unrelated to the business described in (a) above, or to any other business then or theretofore done by this corporation;
(c) To exercise any and all rights and powers which a corporation may now or hereafter exercise;
(d) To act, as principal, agent, joint venturer, partner or in any other capacity which may be authorized or approved by the Board of Directors of this corporation; and
(e) To transact business in the State of California or in any other jurisdiction of the United States of America or elsewhere in the world.
The foregoing statement of purposes shall be construed as a statement of both purposes and powers, and the purposes and powers in each clause, shall, except where otherwise expressed, be in no wise limited or restricted by reference to or inference from the terms or provisions of any other clause, but shall be regarded as independent purposes and powers.
III.
(a) The number of directors of the corporation is three (3).
(b) The names and addresses of the persons who are appointed to act as first directors are:
| Name | Address | |
|---|---|---|
| Raymond G. Marshall | 2954 East Colorado Boulevard Pasadena, California 91107 | |
Donald R. Stroben | 2954 East Colorado Boulevard Pasadena, California 91107 | |
Richard M. Alvarez | 2954 East Colorado Boulevard Pasadena, California 91107 |
IV.
The county of the State of California where the principal office for the transaction of business of this corporation is located is the County of Los Angeles.
V.
This corporation is authorized to issue only one class of shares of stock. The total number of shares of stock which this corporation shall have authority to issue is one thousand (1,000); the aggregate par value of all shares shall be none; and each such share shall be without par value.
VI.
Any action required or permitted to be taken by the Board of Directors under any provision of the General Corporation Law of the State of California may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such action in accordance with Section 814.5 of the California Corporation Code.
IN WITNESS WHEREOF, for the purposes of forming this corporation under the laws of the State of California, we, the undersigned, constituting the incorporators of this corporation and the persons named herein as the first directors of this corporation, have executed these Articles of Incorporation this 22nd day of December, 1976.
| /s/ RAYMOND G. MARSHALL Raymond G. Marshall | ||
/s/ DONALD R. STROBEN Donald R. Stroben | ||
/s/ RICHARD M. ALVAREZ Richard M. Alvarez |
2
CERTIFICATE AMENDMENT
OF
ARTICLE OF INCORPORATION
Phillip Ratner and Laurence B. Jones certify that:
- 1.
- They are the president and the secretary, respectively, of ALA Distributing, Inc., a California Corporation.
- 2.
- Article I of the Articles of Incorporation of this corporation is amended to read as follows:
The name of this corporation shall be:
ALA FOODS, INC.
- 3.
- The forgoing amendment of articles of incorporation has been duly approved by the board of directors.
- 4.
- The forgoing amendment of articles of incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the Corporation Code. The total number of outstanding shares of the corporation is One Hundred (100). The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more that 50%.
We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.
Date: 10/13/92
| /s/ PHILLIP RATNER Phillip Ratner, President | ||
/s/ LAURENCE B. JONES Laurence B. Jones, Secretary |
CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION OF
ALA FOODS, INC.,
A CALIFORNIA CORPORATION
The undersigned certify that:
- 1.
- They are the President and the Secretary, respectively of ALA Foods, Inc., a California corporation.
- 2.
- Article I of the Articles of Incorporation of this corporation is hereby amended to read as follows:
Article I The name of this corporation is Real Mex Foods, Inc.
- 3.
- The foregoing amendment of Articles of Incorporation has been duly approved by the board of directors.
- 4.
- The foregoing amendment of Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the California Corporations Code pursuant to the written consent of the sole shareholder of the corporation. The total number of outstanding shares of the corporation is 100. The total number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%.
We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our knowledge.
| DATED: January 15, 2003 | /s/ FRED WOLFE Fred Wolfe, President | |
/s/ GEORGE HARBISON George Harbison, Secretary |
[SEAL]
Exhibit 3.23 Articles of Incorporation of Real Mex Foods, Inc.