Exhibit 3.79
Articles of Incorporation
We, the undersigned, incorporated hereby associate ourselves together to form and establish a corporationFOR profit under the laws of the State of Kansas.
Article One: The name of the corporation is Ogden Food Service Corporation of Kansas.
Article Two: The address of the registered office in Kansas is: Ste. 1108 S. Kansas Ave., Topeka, Shawnee 66603 and the name of the resident agent in charge thereof at the above address is: The Prentice-Hall Corporation System, Kansas, Inc.
Article Three: This corporation is organized for profit and the nature of its business or purposes to be conducted or promoted is: Provide various management and operation services to the entertainment industry and to engage in any lawful act or activity for which corporations may be organized under the general Kansas corporation code, and by such statement all lawful acts and activities shall be within the purposes of the corporation, except for express limitations, if any.
Article Four: The total number of shares which the corporation shall be authorized(illegible) is as follows:
100 | shares of | common | stock class | par value of x | 1.00 | each | ||||||
| shares of | stock class | par value of x | each | |||||||||
| shares of | stock class | without nominal or par value | ||||||||||
| shares of | stock class | without nominal or par value | ||||||||||
If applicable, state in the space below powers, preferences, rights, qualifications, limitations or restrictions applicable to any class of stock on any special of authority to be given to the board of directors:
Article Five: The name and mailing address of each corporation is as follows: c/o Ogden Services Corp., Two Pennsylvania Plaza, New York 10121.
Article Six: The name and mailing address of each person who is to serve as a director until the first annual meeting of the stockholders or until a successor is elected and qualified is as follows:
R. Richard Ablon, c/o Ogden Services Corp., Two Pennsylvania Plaza, New York, NY 10121
Peter Allen, c/o Ogden Services Corporation, Two Pennsylvania Plaza, New York, NY 10121
C. G. Caras, c/o Odgen Services Corp., Two Pennsylvania Plaza, New York, NY 10121
Robert DiGia, c/o Ogden Services Corp., Two Pennsylvania Plaza, New York, NY 10121
Article Seven: Is this corporation to exist perpetually? Yes x No ¨ If no, the term for which this corporation is to exist is .
Article Eight: The corporation’s annual fiscal year closing date is (if known) December, 31 . |
| Month, day |
In Testimony Whereof we have hereunto subscribed our names this 12th day of February, A.D. 1993.
(Signatures must correspond to the names of the incorporator(s) listed in Articles Five.)
/s/ J.L. Effinger |
| J.L. Effinger |
2
| State of New York | ) | |||
| ) ss. | ||||
| County of New York | ) |
Before me, a Notary Public in and for said county and state, personally appeared J.L. Effinger who are known to me to be the same persons who executed the foregoing Articles of Incorporation and duly acknowledged the execution of the same.
| In Witness Whereof, I have hereunto subscribed my name and affixed my official seal, this 12th day of February, A.D. 1993. |
|
My appointment or commission expires October 1, 1994.
PLEASE SUBMIT THIS DOCUMENT IN DUPLICATE
WITH $75 FILING FEE, TO:
Secretary of State 2nd Floor, State Capital Topeka KS 66612-1594 (913) 296-2236 |
3
CERTIFICATE OF CHANGE OF ADDRESS OF RESIDENT AGENT’S OFFICE
IN COMPLIANCE WITH 17-6204
I, John H. Pelletier, Assistant Vice President of The Prentice-Hall Corporation System, Kansas, Inc., do hereby certify for and on behalf of said corporation that The Prentice-Hall Corporation System, Kansas, Inc., a corporation organized and existing under and by virtue of the laws of the state of Kansas, is the resident agent of the corporation per the attached list.
I further certify that The Prentice-Hall Corporation System, Kansas, Inc., as resident agent for the corporations named on the attached list, has maintained the registered office of each said corporation at the address of Suite 1108, 534 South Kansas Avenue, Topeka, Shawnee County Kansas 66603, with the office of the Secretary of State.
I further certify that the new address to which such resident agent of each said corporation is hereby changed effective December 20, 1999 is 200 S.W. 30th Street, Topeka, Shawnee County, Kansas 66611, where, at said new address, such resident agent will thereafter maintain a registered office for each of the corporations per the attached list.
Dated: December 16, 1999
/s/ John H.P. Pelletier |
| John H. P. Pelletier, Assistant Vice President |
| Attest: |
/s/ Vicki Schreiber |
| Vicki Schreiber, Asst Secretary |
| STATE OF NEW YORK | ) | |||||
| ) | SS.: | |||||
| COUNTY OF NEW YORK | ) |
BE IT REMEMBERED that, on December 16th, 1999, before me, Merryl Wiener, a Notary Public duly authorized by law to take acknowledgement of deeds, personally came John H. Pelletier, Assistant Vice President of The Prentice-Hall Corporation System, Kansas, Inc., and Vicki Schreiber, Assistant Secretary of said corporation, who are known to me, and who each executed the foregoing Certificate of Change of Address of Resident Agent’s Office before me and acknowledged the same to be his act and deed and the act and deed of said corporation, and acknowledged that the facts stated therein are true.
Given under my hand and official seal on December 16, 1999
/s/ Merryl Wiener |
| Notary Public |
Notarial Seal
| 1691997 | ABILENE SUPER 8, INC. | |
| 644542 | AGRI-GRAPHICS, INC. | |
| 61499 | ALEXANDER & ALEXANDER OF KANSAS INC. | |
| 1834720 | APPLIED BIOCONCEPTS INC. | |
| 2184588 | ASC TELECOM, INC. | |
| 321141 | ASSOCIATED CONSTRUCTION SERVICES, INC. | |
| 2200442 | BED BATH & BEYOND OF OVERLAND PARK INC. | |
| 906057 | CHARTER BEHAVIORAL HEALTH SYSTEM OF KANSAS CITY, INC. | |
| 931550 | CHARTER WICHITA BEHAVIORAL HEALTH SYSTEM, INC. | |
| 746396 | CHILI’S OF KANSAS, INC. | |
| 2242634 | CHOICEPOINT HEALTH SYSTEMS INC. | |
| 2436640 | COLUMBIA MID-WEST DIVISION, INC. | |
| 383747 | DAY SURGERY, INC. | |
| 1668482 | DIAMOND DEVELOPMENT, INC. | |
| 2221141 | DODGE CITY HEALTHCARE PARTNER, INC. | |
| 406991 | FASHION CONSPIRACY-KANSAS, INC. | |
| 2193290 | FINANCIAL ALTERNATIVE RESOURCES, INC. | |
| 1572817 | FINANCIAL PLANNING PARTNERS, LTD. | |
| 1634922 | FRANK CRYSTAL & CO., INC. (MIDWEST) | |
| 2309078 | GOLDEN ARCH OF KANSAS, INC. | |
| 584433 | HARVEST BRANDS, INC. | |
| 2096469 | HOST INTERNATIONAL, INC. OF KANSAS | |
| 65748 | J.B.N. TELEPHONE COMPANY, INC. | |
| 589648 | JOLLY OX CLUB OF KANSAS, INC. | |
| 697813 | KAISER FOUNDATION HEALTH PLAN OF KANSAS CITY, INC. | |
| 244079 | KANSAS CHRISTIAN HOME, INC. (DISCIPLES OF CHRIST) | |
| 786897 | KANSAS HOSPITALITY SERVICES, INC. | |
| 1560200 | KCWE-TV, INC. | |
| 2329373 | KSA MANAGEMENT, INC. | |
| 820068 | MCCAW COMMUNICATIONS OF ST. JOSEPH, INC. | |
| 457275 | MCDONALD’S RESTAURANTS OF KANSAS, INC. | |
| 2446367 | MEDICAL HOLDINGS, INC. | |
| 694646 | MEDICAL MANAGEMENT, INC. | |
| 1597004 | MEDITRUST OF KANSAS, INC. | |
| 2290062 | MMS KANSAS CITY, INC. | |
| 741397 | NATIONAL BASEBALL CONGRESS, INC. | |
| 7440472 | NATIONAL DRUG & SAFETY LEAGUE | |
| 7228067 | NATIONAL EMERGENCY MEDICINE ASSOCIATION, INC. | |
| 622456 | NATIONAL ENVELOPE CORP. MIDWEST | |
| 7190382 | NORTH SHORE ANIMAL LEAGUE, INC. | |
Page 1 of 2
| 698035 | OB-GYN DIAGNOSTICS, INC. | |
| 2049013 | OGDEN FOOD SERVICES CORPORATION OF KANSAS | |
| 2212561 | OVERLAND PARK HOMECARE SERVICES, INC. | |
| 872259 | PRECISIONAIRE OF THE MIDWEST, INC. | |
| 1632272 | QUEST FUTURES GROUP, INC. | |
| 122713 | SCI KANSAS FUNERAL SERVICES, INC. | |
| 916965 | SECTION FOUR OF THE ROLLER SKATING RINK OPERATORS ASSOCIATION | |
| 623065 | SERVICES OF KANSAS, INC. | |
| 41562 | SJL OF KANSAS CORP. | |
| 2252583 | SPRINT HEALTHCARE SYSTEMS, INC. | |
| 2429777 | SPRINT INTERNATIONAL HOLDING, INC. | |
| 2283141 | SPRINT IRIDIUM, INC. | |
| 2457125 | SPRINT VENTURES, INC. | |
| 2389757 | SPRINTCOM, INC. | |
| 865550 | SURGICARE OF WICHITA, INC. | |
| 920033 | SURGICENTER OF JOHNSON COUNTY, INC. | |
| 236968 | THE AMERICAN ASSOCIATION OF TEACHERS OF SPANISH AND PORTUGUESE, INC. | |
| 2478600 | TOTAL HEALTHCARE, INC. | |
| 2316792 | UC PHONECO, INC. | |
| 86082 | UNITED STATES CORPORATION COMPANY | |
| 2316800 | UST PHONECO, INC. | |
| 1789445 | UTI HOLDING COMPANY, INC. | |
| 2372076 | VILLA PIZZA OF KANSAS, INC. | |
| 2372084 | VILLA RESTAURANT, INC. | |
| 224956 | WHCMB OVERLAND PARK, INC. | |
| 346452 | WINDSOR AT BARCLAY SQUARE, INC. | |
| 556514 | WINDSOR AT CEDARBROOKE, INC. | |
| 346445 | WINDSOR AT EASTBOROUGH, INC. | |
| 346429 | WINDSOR AT ROCKBOROUGH, INC. | |
| 556522 | WINDSOR AT WOODBROOKE, INC. | |
| 556506 | WINDSOR AT WOODGATE, INC. | |
Page 2 of 2
CERTIFICATE OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
OGDEN FOOD SERVICE CORPORATION OF KANSAS
We, Michael O’Hara, Vice President, and Priscilla M. Bodnar, Secretary of Ogden Food Service Corporation of Kansas, a corporation organized and existing under the laws of the State of Kansas, and whose registered office is at the Corporation Company, 515 South Kansas Avenue, in the city of Topeka, Kansas 66603, do hereby certify that by unanimous consent of the Board of Directors of said corporation dated the 2nd day of June, 2000, said board adopted a resolution setting forth the following amendment to the Articles of Incorporation and declaring its advisability.
RESOLVED, that the Certificate of Incorporation of the Corporation be amended by changing the Article First thereof so that, as amended said Article shall be and read as follows:
The name of the Corporation is:
ARAMARK Food Service Corporation of Kansas.
In lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent the said amendment.
We further certify that the amendment was duly adopted in accordance with the provisions of K.S.A. 17-6602, as amended.
IN WITNESS WHEREOF we have hereunto set our hands and affixed the seal of said corporation this 2nd day of June, 2000.
/s/ MichaelO’Hara |
| Michael O’Hara, Vice President |
/s/ Priscilla M. Bodar |
| Priscilla M. Bodnar, Secretary |
| State of Pennsylvania | ) | |||||
| ) | ss. | |||||
| County of Philadelphia | ) |
Be it remembered that before me, a Notary Public in and for the aforesaid county and state, personally appeared: Michael O’Hara, Vice President and Priscilla M. Bodnar, Secretary of Ogden Food Corporation of Kansas, a corporation, who are known to me to be the same persons who executed the foregoing Certificate of Amendment to Articles of Incorporation, and duly acknowledged the execution of the same this 2nd day of June, 2000.
/s/ Eileen Richardson |
| Notary Public |
[SEAL]
My appointment or commission expires December 24, 2001
THIS FORM MUST BE SUBMITTED TO THIS OFFICE IN DUPLICATE.
THE FILING FEE OF $20 MUST ACCOMPANY THIS DOCUMENT.
MAIL THIS DOCUMENT, WITH FEE, TO:
Secretary of State
Capitol, 2nd Floor
Topeka, KS 66612
Secretary of State/Corporation Division
Change of Registered Office or Agent
We, Michael O’Hara, President or Vice President and Priscilla M. Bodnar, Secretary or Assistant Secretary of ARAMARK Food Services Corporation of Kansas, a corporation organized and existing under and by virtue of the laws of the state of Kansas, do hereby certify that at a meeting of the board of directors of said corporation the following resolution was duly adopted:
Be it resolved that the Registered Office in the State of Kansas of said corporation be changed to:
c/o The Corporation Company, Inc., 515 South Kansas Avenue, Topeka, Shawnee County, KS 66608 | ||
Street and Number Town or City County State | Zip Code | |
Be it further resolved that the Resident Agent of said corporation in the state of Kansas be changed to:
| THE CORPORATION COMPANY, INC. |
Individual or Kansas Corporation
The President and Secretary are hereby authorized to file and record the same in the manner as required by law.
/s/ Michael O’Hara |
| Michael O’Hara, Vice President |
/s/ Priscilla M. Bodnar |
| Priscilla M. Bodnar, Secretary |
| State of Pennsylvania | ) | |||||
| ) | ss. | |||||
| County of Philadelphia | ) |
Before me, a Notary Public, came Michael O’Hara, President, Vice President and Priscilla M. Bodnar, Secretary, Assistant Secretary of the above-named corporation, who are known to me to be the persons who executed the foregoing certificate in their official capacities and duly acknowledged the execution of the same this 13th day of June, 2000.
Year
/s/ Ellen Richardson |
| Notary Public |
[Seal]
My commission or appointment expires 2/24/01
Month Year
Please submit this form in duplicate, with $10 filing fee, to:
Ron Thornburgh, Secretary of State, 2nd Floor, State Capitol, 360 S.W. 10th Avenue,
Topeka, KS 66612-1594, (785) 296-4364
2
Kansas Secretary of State
Certificate of Corporation Reinstatement RR
All information must be completed or this document will not be accepted for filing.
| 1. | The name of the corporation as it existed when the corporation forfeited: |
ARAMARK Food Service Corporation of Kansas
| 2. | Address of registered office in Kansas: (Address must be a street address. A post office box is unacceptable.) |
515 South Kansas Avenue
Topeka, Kansas 66603
City State Zip Code
Name of resident agent at the registered office: The Corporation Company, Inc.
| 3. | The corporation was organized in the state of Kansas |
| 4. | The corporate existence or authority to engage in business in the state of Kansas: (Select one) |
x Has been forfeited for failure to timely file its annual report and pay its franchise tax. Has expired or will expire on the day of , . Is this corporation perpetual? Yes ¨ No ¨ If no, the term for which this corporation is to exist . Has been forfeited for failure to designate or maintain a resident agent and registered office. | Extension to file was granted; due on 6/15/2002 |
This certificate is filed by the authority of duly elected directors or members of the governing body of the corporation in compliance with the provisions of K.S.A. 17-7002.
I/We (circle one) declare under penalty of perjury under the laws of the state of Kansas that the foregoing is true and correct: Executed on the 17th of May , 2002 .
Day Month Year
| Attest: | ||||
/s/ illegible | and | /s/ David I. Buckman | ||
| President or Vice President | Secretary or Assistant Secretary David I. Buckman |
Both signatures are required