Exhibit 3.23
Form BCA-2.10 |
| ARTICLES OF INCORPORATION |
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(Rev. Jan. 1999) |
| This space for use by Secretary of State |
| SUBMIT IN DUPLICATE! | |
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Jesse White |
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Secretary of State |
| JUL 21 2000 |
| This space for use by | |
Department of Business Services |
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| Secretary of State | |
Springfield, IL 62756 |
| JESSE WHITE |
| Date 7-21-00 | |
http://www.sos.state.il.us |
| SECRETARY OF STATE |
| Franchise Tax | $ 25 |
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| Filing Fee | $ 75 |
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| 100 |
Payment must be made by certified check, cashier’s check, Illinois attorney’s check, Illinois C.P.A.’s check or money order, payable to “Secretary of State.” |
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| Approved by: |
1. | CORPORATE NAME: | KH Financial Holding Company |
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| (The corporate name must contain the word “corporation”, “company”, “incorporated”, “limited” or an abbreviation thereof.) | |||||||||||||||||
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2. | Initial Registered Agent: | Jacqueline | D. | Butler | ||||||||||||||
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| First Name | Middle Initial | Last Name | ||||||||||||||
| Initial Registered Office: | 5999 New Wilke Road |
| 504 | ||||||||||||||
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| Number | Street | Suite # | ||||||||||||||
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| Rolling Meadows IL | Cook | 60008 | ||||||||||||||
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| City | County | Zip Code | ||||||||||||||
| 44 | |||||||||||||||||
3. | Purpose or purposes for which the corporation is organized: | |||||||||||||||||
| The transaction of any or all lawful busineses for which corporation may be incorporated under the Illinois Business Corporation Act. | |||||||||||||||||
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4. | Paragraph 1: Authorized Shares, Issued Shares and Consideration Received: | |||||||||||||||||
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| Class | Par Value |
| Number of Shares | Number of Shares | Consideration to be | ||||||||||||
| Common | $ -0- |
| 1,000 | 100 | $1,000.00 | ||||||||||||
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| TOTAL = $1,000.00 | |||||||||||||
| Paragraph 2: The preferences, qualifications, limitations, restrictions and special or relative rights in respect of the shares of each class are: None | |||||||||||||||||
6117-0863 |
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| PAID
JUL 21 2000
Expedited Services |
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(over) |
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5. OPTIONAL: | (a) | Number of directors constituting the initial board of directors of the corporation: | ||||||||||||||||
| (b) | Names and addresses of the persons, who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and quality: | ||||||||||||||||
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| Name | Residential Address | City, State, ZIP | ||||||||||||||
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6. OPTIONAL: | (a) | It is estimated that the value of all property to be owned by the corporation for the following year wherever located will be: |
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| (b) | It is estimated that the value of all property to be located within the State of Illinois during the following year will be: |
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| (c) | It is estimated that the gross amount of business that will be transacted by the corporation during the following year will be: |
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| (d) | It is estimated that the gross amount of business that will be transacted from places of business in the State of Illinois during the following year will be: |
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7. OPTIONAL: | OTHER PROVISIONS |
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| Attach a separate sheet of this size for any other provision to be included in the Articles of Incorporation, e.g., authorizing preemptive rights, denying cumulative voting, regulating internal affairs, voting majority requirements, fixing a duration other than perpetual, etc. | |||||||||||||||||
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8. | NAME(S) & ADDRESS(ES) OF INCORPORATOR(S) | |||||||||||||||||
The undersigned incorporator(s) hereby declare(s), under penalties of perjury, that the statements made in the foregoing Articles of Incorporation are true. | ||||||||||||||||||
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Dated | July 19 , | 2000 | ||||||||||||||||
| (Month & Day) | Year | ||||||||||||||||
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| Signature and Name |
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| 1. | /s/ James A. Moehling |
| 1. | 85th Floor, Sears Tower | |||||||||||||
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| Signature |
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| James A. Moehling |
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| Chicago, | IL | 60606 | |||||||||||
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| (Type or Print Name) |
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| Signature |
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| (Type or Print Name) |
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| Signature |
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| (Type or Print Name) |
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| City/Town State Zip Code | |||||||||||||
(Signatures must be in BLACK INK on original document. Carbon copy, photocopy or rubber stamp signatures may only be used on conformed copies.) NOTE: If a corporation acts as incorporator, the name of the corporation and the state of incorporation shall be shown and the execution shall be by its president or vice president and verified by him, and attested by its secretary or assistant secretary. | ||||||||||||||||||
FEE SCHEDULE |
• The Initial franchise tax is assessed at the rate of 15/100 of 1 percent ($1.50 per $1,000) on the paid-in capital represented in this state, with a minimum of $25.
• The filing fee is $75.
• The minimum total due (franchise tax + filing fee) is $100.
(Applies when the Consideration to be Received as set forth in Item 4 does not exceed $16,667)
• The Department of Business Services in Springfield will provide assistance in calculating the total fees if necessary.
Illinois Secretary of State Springfield, IL 62756
Department of Business Services Telephone (217) 782-9522 or 782-9523
C-162.2
File # 6117 086 3 |
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Form BCA-5.10 |
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NFP-105.10 |
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(Rev. Jan. 1999) |
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Jesse White |
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Secretary of State |
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Department of Business Services |
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| SUBMIT IN DUPLICATE | |
Springfield, IL 62756 |
| FILED |
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Telephone (217) 782-3647 |
| OCT 09 2001 |
| This space for use by | |
http://www.sos.state.il.us |
| JESSE WHITE |
| Secretary of State | |
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| SECRETARY OF STATE |
| Date OCT 09 2001 | |
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| Filing Fee $5 | |
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| Approved: | /s/ [ILLEGIBLE] |
STATEMENT OF |
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CHANGE |
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| Remit payment in check or | |
OF REGISTERED AGENT |
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| money order, payable to | |
AND/OR REGISTERED |
| Type or print in black ink only. |
| “Secretary of State.” | |
OFFICE |
| See reverse side for signature(s). |
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| PAID | |
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| OCT 10 2001 | |
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| Expedited Services |
1. |
| CORPORATE NAME: | KH Financial Holding Company | ||||||||||
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| STATE OR COUNTRY OF INCORPORATION: | Illinois | ||||||||||
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3. |
| Name and address of the registered agent and registered office as they appear on the records of the office of the Secretary of State (before change): | |||||||||||
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| Registered Agent | Jacqueline | D | Butler | |||||||
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| First Name | Middle Name | Last Name | |||||||
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| Registered Office | 5999 New Wilke Road, Suite 504 |
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| Number | Street | Suite No. (A.P.O. Box alone is not acceptable) | |||||||
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| Rolling Meadows | 60008 | Cook | |||||||
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| City | Zip Code | County | |||||||
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| Name and address of the registered agent and registered office shall be (after all changes herein reported): | |||||||||||
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| Registered Agent | CT Corporation System |
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| First Name | Middle Name | Last Name | |||||||
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| Registered Office | c/o CT Corporation System, 208 South LaSalle Street |
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| Number | Street | Suite No. (A.P.O. Box alone is not acceptable) | |||||||
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| Chicago | 60604 | Cook | |||||||
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| City | Zip Code | County | |||||||
5. |
| The address of the registered office and the address of the business office of the registered agent, as changed, | ||
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| The above change was authorized by: (“X” one box only) | ||
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| a. | ý By resolution duly adopted by the board of directors. | (Note 5) |
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| b. | o By action of the registered agent. | (Note 6) |
NOTE: When the registered agent changes, the signatures of both president and secretary are required.
7. (If authorized by the board of directors, sign here. See Note 5)
The undersigned corporation has caused this statement to be signed by its duly authorized officers, each of whom affirms, under penalties of perjury, that the facts stated herein are true.
Dated | October 3 | , | 2001 |
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| KH Financial Holding Company | |||
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| (Exact Name of Corporation) | |||
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attested by | /s/ JoAnn Peterson |
| by | /s/ Hal H. Barber | |||||
| (Signature of Secretary or Assistant Secretary) |
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| (Signature of President or Vice President) | |||||
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| JoAnn Peterson, Secretary |
| Hal H. Barber, Senior Vice President-Finance | ||||||
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(If change of registered office by registered agent, sign here. See Note 6)
The undersigned, under penalties of perjury, affirms that the facts stated herein are true.
Dated |
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| (Signature of Registered Agent of Record) |
NOTES
1. The registered office may, but need not be the same as the principal office of the corporation. However, the registered office and the office address of the registered agent must be the same.
2. The registered office must include a street or road address; a post office box number alone is not acceptable.
3. A corporation cannot act as its own registered agent.
4. If the registered office is changed from one county to another, then the corporation must file with the recorder of deeds of the new county a certified copy of the articles of incorporation and a certified copy of the statement of change of registered office. Such certified copies may be obtained ONLY from the Secretary of State.
5. Any change of registered agent must be by resolution adopted by the board of directors. This statement must then be signed by the president (or vice-president) and by the secretary (or an assistant secretary).
6. The registered agent may report a change of the registered office of the corporation for which he or she is registered agent. When the agent reports such a change, this statement must be signed by the registered agent.