Exhibit 3.19
Secretary of State Corporations Division 315 West Tower #2 Martin Luther King, Jr. Dr. Atlanta, Georgia 30334-1530 | DOCKET NUMBER CONTROL NUMBER DATE INC/AUTH/FILED JURISDICTION PRINT DATE FORM NUMBER | :061520012 :J416301 :11/01/1984 :GEORGIA :06/01/2006 :215 |
CORPORATION SERVICE COMPANY
POLLYE JANISSE
1201 HAYS ST
TALLAHASSEE FL 32301
CERTIFIED COPY
I, Cathy Cox, the Secretary of State of the State of Georgia, do hereby certify under the seal of my office that the attached documents are true and correct copies of documents filed under the name of
EDMC MARKETING AND ADVERTISING, INC.
A DOMESTIC PROFIT CORPORATION
Said entity was formed in the jurisdiction set forth above and has filed in the Office of Secretary of State on the date set forth above its certificate of limited partnership, articles of incorporation, articles of association, articles of organization or application for certificate of authority to transact business in Georgia.
This certificate is issued pursuant to Title 14 of the Official Code of Georgia Annotated and is prima-facie evidence of the existence or nonexistence of the facts stated herein.
Cathy Cox Secretary of State |
Secretary of State Corporations Division 315 West Tower #2 Martin Luther King, Jr. Dr. Atlanta, Georgia 30334-1530 | DOCKET NUMBER CONTROL NUMBER EFFECTIVE DAT REFERENCE PRINT DATE FORM NUMBER | : K92030768 : J416301 : 07/19/1999 : 0048 : 07/22/1999 : 611 |
AXIS RESEARCH, INC.
70 MANSELL COURT
SUITE 100
ROSWELL, GA 30076
CERTIFICATE OF NAME CHANGE AMENDMENT
I, Cathy Cox, the Secretary of State and the Corporations Commissioner of the State of Georgia, do hereby certify under the seal of my office that
EMC MARKETING & ADVERTISING, INC.
A DOMESTIC PROFIT CORPORATION
has filed articles of amendment in the Office of the Secretary of State changing its name to
EDMC MARKETING AND ADVERTISING, INC.
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 of amendment.
WITNESS my hand and official seal in the City of Atlanta and the State of Georgia on the date set forth above.
Cathy Cox Secretary of State |
ARTICLES OF AMENDMENT
OF
EMC MARKETING AND ADVERTISING, INC.
To the Secretary of State
State of Georgia
Pursuant to the provisions of the Georgia Business Corporation Code, the corporation hereinafter named (the “Corporation”) does hereby adopt the following Articles of Amendment.
1. | The name of the Corporation is EMC Marketing and Advertising, Inc. |
2. | Article 1 of the Articles of Incorporation of the Corporation is hereby amended so as henceforth to read as follows: |
“The name of the Corporation is EDMC Marketing and Advertising, Inc.”
3. | The amendment herein provided for was duly recommended by the Board of Directors of the Corporation to the shareholders of the Corporation on June 17, 1999. |
4. | The amendment herein provided for was duly approved by the shareholders of the Corporation on June 17, 1999 in accordance with the provisions of Section 14-2-1003 of the Georgia Business Corporation Code. |
Executed on June 17,1999.
EMC MARKETING AND ADVERTISING, INC. | ||
By: |
| |
Anthony F Mediate, President |
SECRETARY OF STATE JUL 19 1:00 P.M. ‘99 |
Secretary of State Business Services and Regulation Suite 315, West Tower #2 Martin Luther King Jr. Dr. Atlanta, Georgia 30334-1530 | DOCKET NUMBER CONTROL NUMBER EFFECTIVE DATE REFERENCE PRINT DATE FORM NUMBER | : 930130715 : 8416301 : 01/08/1993 : 0045 : 02/18/1993 : 611 |
CYNTHIA L. WOOLHEATER
ECKERT, SEAMANS, CHERIN & MELLOTT
600 GRANT ST. 42ND FLOOR
PITTSBURGH PA 15219
CERTIFICATE OF NAME CHANGE AMENDMENT
I,MAX CLELAND, Secretary of State and the Corporation Commissioner of the State of Georgia, do hereby certify under the seal of my office that
EMC ADVERTISING, INC.
A DOMESTIC PROFIT CORPORATION
has filed articles of amendment in the office of the Secretary of State changing its name to
EMC MARKETING & ADVERTISING, INC.
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 of amendment.
WITNESS my hand and official seal in the City of Atlanta and the State of Georgia on the date set forth above.
MAX CLELAND SECRETARY OF STATE |
VERLEY J. SPIVEY DEPUTY SECRETARY OF STATE |
ARTICLES OF AMENDMENT
OF
EMC ADVERTISING, INC.
To the Secretary of State
State of Georgia
Pursuant to the provisions of the Georgia Business Corporation Code, the corporation hereinafter named (the “corporation”) does hereby adopt the following Articles of Amendment.
1. | The name of the corporation is EMC Advertising, Inc. |
2. | Article I of the Articles of Incorporation of the corporation is hereby amended so as henceforth to read as follows:“The name of the corporation is EMC Marketing & Advertising, Inc.” |
3. | The amendment herein provided for was duly recommended by the Board of Directors of the corporation to the shareholders of the corporation on January 4, 1993. |
4. | The amendment herein provided for was duly approved by the shareholders of the corporation on January 5, 1993 in accordance with the provisions of Section 14-2-1003 of the Georgia Business Corporation Code. |
Executed on January 5, 1993
EMC ADVERTISING, INC. | ||
By |
| |
Mark C. Coulson, Assistant Secretary |
SECRETARY OF STATE”
FEB 17 2:15 PM ‘93
PUBLISHER’S AFFIDAVIT
STATE OF GEORGIA, – County of Fulton.
Before me, the undersigned, a Notary Public, this day personally came CATHY WRIGHT , who, being duly sworn, according to law, says that SHE is the AGENT of theDaily Report Company, publishers of theFulton County Daily Report, official newspaper published at Atlanta, in said county and State, and that the publication, of which the annexed is a true copy, was published in said paper on the 19th, 26th day(s) of JANUARY , 1993 , and on the days of , 19 , as provided by law.
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Subscribed and sworn to before me this 28 day of JANUARY, 1993. |
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Notary Public, DeKalb County, Georgia My Commission expires on 29, 1993 |
STATE OF GEORGIA
OFFICE OF SECRETARY OF STATE
I, Max Cleland, Secretary of State of the State of Georgia, do hereby certify that
“EMC ADVERTISING, INC.”
has been duly incorporated under the laws of the State of Georgia on the 1st day of November, 1984, by the filing of articles of incorporation in the office of the Secretary of State and the fees therefor paid, as provided by law, and that attached hereto is a true copy of said articles of incorporation.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the seal of my office, at the Capitol, in the City of Atlanta, this 1st day of November in the year of our Lord One Thousand Nine Hundred and Eighty Four and of the Independence of the United States of America the Two Hundred and Nine. |
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SECRETARY OF STATE EX OFFICIO CORPORATION COMMISSIONER OF THE STATE OF GEORGIA |
ARTICLES OF INCORPORATION
OF
EMC ADVERTISING, INC.
We, the undersigned natural persons of the age of eighteen years or more, acting as incorporators of a corporation under the Georgia Business Corporation Code, do hereby adopt the following Articles of Incorporation for such corporation:
FIRST: The name of the corporation is: EMC ADVERTISING, INC.
SECOND: The corporation is organized pursuant to the provisions of the Georgia Business Corporation Code.
THIRD: The period of its duration is perpetual.
FOURTH: The purpose or purposes for which the corporation is organized are: any and all lawful purposes for which a corporation may be incorporated under the laws of Georgia, including, but not limited to, the ownership and operation of an advertising agency.
FIFTH: The aggregate number of shares which the corporation shall have authority to issue is One Thousand (1,000), of the par value of One Dollar ($1.00) each.
SIXTH: The corporation will not commence business until it has received the sun of Five Hundred Dollars ($500) as consideration for the issuance of shares.
SEVENTH: The address of the initial registered office of the corporation is 2 Peachtree Street, N.W., c/o C T Corporation System, Atlanta, Georgia 30383 and the name of its initial registered agent at such address is C T Corporation System.
EIGHTH: Provisions limiting or denying to shareholders the preemptive right to acquire additional shares of the corporation are: no shareholder shall be entitled as a matter of right to subscribe or receive additional shares of any class of stock of the corporation, whether now or hereafter authorized, or any bonds, debentures or other
securities convertible into stock, but such additional shares of stock other securities convertible into stock may be issued or disposed of by the board of directors to such persons and on such terms as in its discretion it shall deem advisable.
NINTH: Provisions not inconsistent with the Georgia Business Corporation Code or with any law limiting in any manner the corporate powers conferred by said code are: N/A.
TENTH: The number of directors constituting the initial board of directors shall be three (3); and the names and addresses of each person who is to serve as a member thereof are:
NAME | ADDRESS | |
Richard D. Royston | 3376 Peachtree Rd., N.E. | |
Atlanta, GA 30326 | ||
Robert B. Knutson | 300 Sixth Avenue | |
Pittsburgh, PA 15219 | ||
Ellis J. Mathews | 300 Sixth Avenue | |
Pittsburgh, PA 15219 |
ELEVENTH: The names and addresses of the incorporators are:
NAME | ADDRESS | |
Rose M. Ogden | Oliver Bldg., Mellon Sq. | |
Pittsburgh, PA 15222 | ||
Eileen E. Pallotta | Oliver Bldg., Mellon Sq. | |
Pittsburgh, PA 15222 | ||
Mary Jo Galasso | Oliver Bldg., Mellon Sq. | |
Pittsburgh, PA 15222 |
TWELFTH: In all elections for directors every shareholder, entitled to vote shall have the right to vote, in person or by proxy, the number of shares of stock owed by him, for as many persons as there are directors to be elected, or to cumulate the vote of said shares, and give one candidate as many votes as the number of directors multiplied by the number of his shares of stock shall equal, or to distribute the votes on the same principle among as many candidates as he may see fit.
In witness whereof, we have hereunto set our hands this 3rd day of October, 1984.
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Rose M. Ogden |
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Eileen E. Pallotta |
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Mary Jo Galasso |
RECEIVED |
1984 NO. 2:40 |
SECRET |
CORPORA |