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- S-4 Registration of securities issued in business combination transactions
- 3.3 Certificate of Incorporation of Addison Concessions, Inc.
- 3.4 By-laws of Addison Concessions, Inc.
- 3.5 Articles of Organization of American Snack & Beverage, Inc.
- 3.6 Limited Liability Company Agt of American Snack & Beverage, LLC
- 3.7 Articles of Organization of Aramark American Food Services, LLC
- 3.8 Limited Liability Company Agt. of Aramark American Food SVC, LLC
- 3.9 Certificate of Formation of Aramark Asia MGT., LLC
- 3.10 Limited Liability Company Agt of Aramark Asia MGT., LLC
- 3.11 Certificate of Limited Partnership of Aramark Aviation SVCS LTD Partnership
- 3.12 Agt of Limited Partnership of Aramark Aviation SVCS LTD Partnership
- 3.13 Certificate of Formation of Aramark Business Dining SVCS of Texas, LLC
- 3.14 Company Agt of Aramark Business Dining SVC of Texas, LLC
- 3.15 Certificate of Formation of Aramark Campus, LLC.
- 3.16 Limited Liability Company Agt of Aramark Campus, LLC
- 3.17 Articles of Incorporation of Aramark Capital Asset SVCS, LLC
- 3.18 Limited Liability Company Agt of Aramark Capital Asset SVC, LLC.
- 3.19 Certificate of Formation of Aramark Cleanroom SVCS, LLC
- 3.20 Limited Liability Company Agt of Aramark Cleanroom SVCS, LLC
- 3.21 Certificate of Inc of Aramark Cleanroom SVCS (Puerto Rico), Inc.
- 3.22 By-laws of Aramark Cleanroom SVCS (Puerto Rico), Inc.
- 3.23 Certificate of Formation of Aramark Clinical Technology SVCS, LLC
- 3.24 Limited Liability Company Agt of Aramark Clinical Technology SVCS, LLC
- 3.25 Certificate of Formation of Aramark Confection, LLC
- 3.26 Limited Liability Company Agt of Aramark Confection, LLC
- 3.27 Articles of Incorporation of Aramark Consumer Discount Company
- 3.28 By-laws of Aramark Consumer Discount Company
- 3.29 Certificate of Formation of Aramark Correctional SVCS, LLC
- 3.30 Limited Liability Company Agt of Aramark Correctional SVCS, LLC
- 3.31 Certificate of Formation of Aramark CTS, LLC
- 3.32 Limited Liability Company Operating Agt of Aramark CTS, LLC
- 3.33 Articles of Incorporation of Aramark Distribution SVCS, Inc.
- 3.34 By-laws of Aramark Distribution SVCS, Inc.
- 3.35 Certificate of Formation of Aramark Educational Group, LLC
- 3.36 Limited Liability Company Agt of Aramark Educational Group, LLC
- 3.37 Certificate of Formation of Aramark Educational SVCS of Texas, LLC
- 3.38 Company Agt of Aramark Educational SVCS of Texas, LLC
- 3.39 Articles of Association of Aramark Educational SVCS of Vermont, Inc.
- 3.40 By-laws of Aramark Educational SVCS of Vermont, Inc.
- 3.41 Certificate of Formation of Aramark Educational SVCS, LLC
- 3.42 Limited Liability Company Agt of Aramark Educational SVCS, LLC
- 3.43 Certificate of Formation of Aramark Engineering Assoc., LLC
- 3.44 Operating Agreement of Aramark Engineering Assoc., LLC
- 3.45 Certificate of Formation of Aramark Entertainment, LLC
- 3.46 Limited Liability Company Agt of Aramark Entertainment, LLC
- 3.47 Certificate of Incorporation of Aramark Executive MGMT SVCS USA, Inc.
- 3.48 By-laws of Aramark Executive MGT SVCS USA, Inc.
- 3.49 Certificate of Formation of Aramark Facilities MGT., LLC
- 3.50 Limited Liability Company Agt of Aramark Facilities MGT., LLC
- 3.51 Articles of Incorporation of Aramark Facility MGT Corp of Iowa
- 3.52 By-laws of Aramark Facility MGT Corp of Iowa
- 3.53 Certificate of Formation of Aramark Facility SVCS, LLC
- 3.54 Operating Agreement of Aramark Facility SVCS, LLC
- 3.55 Certificate of Formation of Aramark FHC Business SVCS., LLC
- 3.56 Limited Liability Company Agt of Aramark FHC Business SVCS, LLC
- 3.57 Certificate of Formation of Aramark FHC Campus SVCS, LLC
- 3.58 Limited Liability Company Agt of Aramark FHC Campus SVCS., LLC
- 3.59 Certificate of Formation of Aramark FHC Correctional SVCS, LLC
- 3.60 LTD Liability Company Agt of Aramark FHC Correctional SVCS, LLC
- 3.61 Certificate of Formation of Aramark FHC Healthcare Support SVCS, LLC
- 3.62 LTD Liability Company Agt of Aramark FHC Healthcare Support SVCS, LLC
- 3.63 Articles of Incorporation of Aramark FHC Kansas, Inc.
- 3.64 By-laws of Aramark FHC Kansas, Inc.
- 3.65 Certificate of Formation of Aramark FHC Refreshment SVCS, LLC
- 3.66 LTD Liability Company Agt of Aramark FHC Refreshment SVCS, LLC
- 3.67 Certificate of Formation of Aramark FHC School Support SVCS, LLC
- 3.68 LTD Liability Company Agt of Aramark FHC School Support SVCS, LLC
- 3.69 Certificate of Formation of Aramark FHC SVCS, LLC
- 3.70 Limited Liability Company Agt of Aramark FHC SVCS, LLC
- 3.71 Certificate of Formation of Aramark FHC Sports & Entertainment SVCS, LLC
- 3.72 Limited Liability Company Agt of Aramark FHC Sports & Entertainment SVCS, LLC
- 3.73 Certificate of Formation of Aramark FHC, LLC
- 3.74 Limited Liability Company Agt of Aramark FHC, LLC
- 3.75 Certificate of Incorporation of Aramark Food & Support SVCS Group, Inc.
- 3.76 By-laws of Aramark Food & Support SVCS Group, Inc.
- 3.77 Certificate of Formation of Aramark Food SVC, LLC
- 3.78 Limited Liability Company Agt of Aramark Food SVC, LLC
- 3.79 Articles of Incorporation of Aramark Feed SVC Corp of Kansas
- 3.80 By-laws of Aramark Food SVC Corporation of Kansas
- 3.81 Certificate of Formation of Aramark Food SVC of Texas, LLC
- 3.82 Company Agt of Aramark Food SVC of Texas, LLC
- 3.83 Certificate of Formation of Aramark FSM, LLC
- 3.84 Limited Liability Company Agt of Aramark FSM, LLC
- 3.85 Articles of Inc of Aramark Healthcare Support SVCS of Texas, Inc.
- 3.86 By-laws of Aramark Healthcare Support SVCS of Texas, Inc.
- 3.87 Articles of Inc of Aramark Healthcare Supt SVCS of the Virgin Islands, Inc.
- 3.88 By-laws of Aramark Healthcare Supt SVCS of the Virgin Islands, Inc.
- 3.89 Certificate of Formation of Aramark Healthcare Supt SVCS, LLC
- 3.90 Limited Liability Company Agt of Aramark Healthcare Supt SVCS., LLC
- 3.91 Certificate of Formation of Aramark/hms, LLC
- 3.92 Limited Liability Company Agt of Aramark/hms, LLC
- 3.93 Certificate of Formation of Aramark India Holdings LLC
- 3.94 Operating Agt of Aramark India Holdings LLC
- 3.95 Certificate of Formation of Aramark Industrial SVCS, LLC
- 3.96 Limited Liability Company Agt of Aramark Industrial Services, LLC
- 3.97 Certificate of Incorporation of Aramark Japan, Inc.
- 3.98 By-laws of Aramark Japan, Inc.
- 3.99 Articles of Incorporation of Aramark Kitty Hawk, Inc.
- 3.100 By-laws of Aramark Kitty Hawk, Inc.
- 3.101 Certificate of Limited Partnership of Aramark MGT SVCS LTD Partnership
- 3.102 Amendment to Agmt of Limited Partnership of Aramark MGT SVCS LTD Partnership
- 3.103 Restated Certificate of Incorporation of Aramark Marketing SVCS Group, Inc.
- 3.104 By-laws of Aramark Marketing Services Group, Inc.
- 3.105 Certificate of Inc of Aramark Organizational SVCS, Inc.
- 3.106 By-laws of Aramark Organizational Services, Inc.
- 3.107 Certificate of Formation of Aramark Rav, LLC
- 3.108 Limited Liability Company Agt of Aramark Rav, LLC
- 3.109 Certificate of Incorporation of Aramark Rbi, Inc.
- 3.110 By-laws of Aramark Rbi, Inc.
- 3.111 Certificate of Formation of Aramark Refreshment SVC, LLC
- 3.112 Limited Liability Company Agt of Aramark Refreshment Services, LLC
- 3.113 Certificate of Formation of Aramark Schools, LLC
- 3.114 Limited Liability Company Agt of Aramark Schools, LLC
- 3.115 Certificate of Incorporation of Aramark SCM, Inc.
- 3.116 By-laws of Aramark SCM, Inc.
- 3.117 Certificate of Formation of Aramark Senior Living SVCS, LLC
- 3.118 Limited Liability Company Agt of Aramark SR. Living SVCS, LLC
- 3.119 Certificate of Incorporation of Aramark SR. Notes Company
- 3.120 By-laws of Aramark Senior Notes Company
- 3.121 Articles of Inc of Aramark SVCS MGT of Hi, Inc.
- 3.122 By-laws of Aramark Services Managment of Hi, Inc.
- 3.123 Articles of Inc of Aramark SVCS MGT of Il, Inc.
- 3.124 By-laws of Aramark Services Management of Il, Inc.
- 3.125 Articles of Inc. of Aramark SVCS MGT of Mi, Inc.
- 3.126 By-laws of Aramark Services Management of Mi, Inc.
- 3.127 Certificate of Incorporation of Aramark SVCS MGT of NJ, Inc.
- 3.128 By-laws of Aramark Services Management of NJ, Inc.
- 3.129 Articles of Inc of Aramark SVCS MGT of Oh, Inc.
- 3.130 By-laws of Aramark Services Management of Oh, Inc.
- 3.131 Articles of Inc. of Aramark SVCS MGT of SC, Inc.
- 3.132 By-laws of Aramark Services Management of SC, Inc.
- 3.133 Articles of Inc. of Aramark SVCS MGT of Wi, Inc.
- 3.134 By-laws of Aramark Services Management of Wi, Inc.
- 3.135 Articles of Inc of Aramark SVCS of Kansas, Inc.
- 3.136 By-laws of Aramark SVCS of Kansas, Inc.
- 3.137 Restated Certificate of Incorporation of Aramark SVCS of Puerto Rico, Inc.
- 3.138 By-laws of Aramark SVCS of Puerto Rico, Inc.
- 3.139 Certificate of Incorporation of Aramark SM MGT SVCS, Inc.
- 3.140 By-laws of Aramark SM MGT. SVCS. Inc.
- 3.141 Certificate of Formation of Aramark SMMS LLC
- 3.142 Limited Liability Company Agt of Aramark SMMS LLC
- 3.143 Certificate of Formation of Aramark SMMS Real Estate LLC
- 3.144 Limited Liability Agt of Aramark SMMS Real Estate LLC
- 3.145 Certificate of Formation of Aramark Sports & Entertainment Group, LLC
- 3.146 Limited Liability Company Agt of Aramark Sports & Entertainment Group, LLC
- 3.147 Certificate of Formation of Aramark Sports & Entertainment SVCS of Texas, LLC
- 3.148 Company Agt of Aramark Sports & Entertainment SVCS of Texas, LLC
- 3.149 Certificate of Formation of Aramark Sports & Entertainment SVCS, LLC
- 3.150 Limited Liability Company Agt of Aramark Sports & Entertainment SVCS, LLC
- 3.151 Certificate of Formation of Aramark Sports Facilities, LLC
- 3.152 Operating Agt of Aramark Sports Facilities, LLC
- 3.153 Certificate of Formation of Aramark Sports, LLC
- 3.154 Limited Liability Company of Agt of Aramark Sports, LLC
- 3.155 Certificate of Formation of Aramark Summer Games 1996, LLC
- 3.156 Limited Liability Company Agt of Aramark Summer Games 1996, LLC
- 3.157 Certificate of Formation of Aramark U.S. Offshore SVCS, LLC
- 3.158 Limited Liability Company Agt of Aramark U.S. Offshore SVCS, LLC
- 3.159 Certificate of Incorporation of Aramark Uniform & Career Apparel Group, Inc.
- 3.160 By-laws of Aramark Uniform & Career Apparel Group, Inc.
- 3.161 Certificate of Formation of Aramark Uniform & Career Apparel, LLC
- 3.162 Limited Liability Company Agt of Aramark Uniform & Career Apparel, LLC
- 3.163 Restated Certificate of Inc of Aramark Uniform Manufacturing Company
- 3.164 By-laws of Aramark Uniform Manufacturing Company
- 3.165 Certificate of Formation of Aramark Uniform SVCS (Matchpoint) LLC
- 3.166 Operating Agt of Aramark Uniform SVCS (Matchpoint) LLC
- 3.167 Certificate of Formation of Aramark Uniform SVCS (Midwest) LLC (Delaware)
- 3.168 Operating Agt of Aramark Uniform SVCS (Midwest) LLC (Delaware)
- 3.169 Certificate of Formation of Aramark Uniform SVCS (Texas) LLC
- 3.170 Operating Agt of Aramark Uniform SVCS (Texas) LLC
- 3.171 Certificate of Formation of Aramark Uniform SVCS (Pittsburgh) LLC
- 3.172 Operating Agt of Aramark Uniform SVCS (Pittsburgh) LLC
- 3.173 Certificate of Formation of Aramark Uniform SVCS (Rochester) LLC
- 3.174 Limited Liability Company Agt of Aramark Uniform SVCS (Rochester) LLC
- 3.175 Certificate of Formation of Aramark Uniform SVCS (Santa Ana) LLC
- 3.176 Limited Liability Company Agt of Aramark Uniform SVCS (Santa Ana) LLC
- 3.177 Certificate of Formation of Aramark Uniform SVCS (Syracuse) LLC
- 3.178 Limited Liability Company Agt Aramark Uniform SVCS (Syracuse) LLC
- 3.179 Certificate of Formation of Aramark Uniform SVCS (West Adams) LLC
- 3.180 Operating Agt of Aramark Uniform SVCS (West Adams) LLC
- 3.181 Certificate of Incorporation of Aramark Venue SVCS, Inc.
- 3.182 By-laws of Aramark Venue Services, Inc.
- 3.183 Certificate of Incorporation of Delsac VIII, Inc.
- 3.184 By-laws of Delsac VIII, Inc.
- 3.185 Certificate of Formation of Fine Host Holdings, LLC
- 3.186 Limited Liability Company Agt of Fine Host Holdings, LLC
- 3.187 Certificate of Formation of Galls, an Aramark Company, LLC
- 3.188 Operating Agt of Galls, an Aramark Company, LLC
- 3.189 Certificate of Formation of Harrison Conference Assocs, LLC
- 3.190 Limited Liability Company Agt of Harrison Conference Assocs, LLC
- 3.191 Certificate of Inc of Harrison Conference Center of Glen Cove, Inc.
- 3.192 By-laws of Harrison Conference Center of Glen Cove, Inc.
- 3.193 Articles of Inc of Harrison Conference Center of Lake Bluff, Inc.
- 3.194 By-laws of Harrison Conference Center of Lake Bluff, Inc.
- 3.195 Certificate of Organization of Harrison Conference SVCS of Massachusetts, LLC
- 3.196 Operating Agt of Harrison Conference SVCS of Massachusetts, LLC
- 3.197 Articles of Organization of Harrison Conference SVCS of North Carolina, LLC
- 3.198 Operating Agt of Harrison Conference SVCS of North Carolina, LLC
- 3.199 Certificate of Incorporation of Harrison Conference SVCS of Princeton, Inc.
- 3.200 By-laws of Harrison Conference Services of Princeton, Inc.
- 3.201 Certificate of Organization of Harrison Conference SVCS of Wellesley, LLC
- 3.202 Operating Agt of Harrison Conference SVCS of Wellesley, LLC
- 3.203 Certificate of Formation of Harry M. Stevens, LLC
- 3.204 Operating Agt of Harry M. Stevens, LLC
- 3.205 Certificate of Inc of Harry M. Stevens, Inc. of New Jersey
- 3.206 By-laws of Harry M. Stevens, Inc. of New Jersey
- 3.207 Articles of Inc of Harry M. Stevens, Inc. of Penn.
- 3.208 By-laws of Harry M. Stevens, Inc. of Penn.
- 3.209 Articles of Inc of Kowalski-dickow Assocs, LLC
- 3.210 Limited Liability Company Agt of Kowalski-dickow Assocs, LLC
- 3.211 Articles of Organization-conversion of L&N Uniform Supply Co., LLC
- 3.212 Operating Agt of L&N Uniform Supply Co., LLC
- 3.213 Articles of Organization-conversion of Lake Tahoe Cruises, LLC
- 3.214 Operating Agt of Lake Tahoe Cruises, LLC
- 3.215 Certificate of Formation of Landy Textile Rental SVCS, LLC
- 3.216 Operating Agt of Landy Textile Rental SVCS, LLC
- 3.217 Articles of Inc. of Myassistant, Inc.
- 3.218 By-laws of Myassistant, Inc.
- 3.219 Articles of Inc of Overall Laundry SVCS, Inc.
- 3.220 By-laws of Overall Laundry SVC, Inc.
- 3.221 Articles of Organization of Paradise Hornblower, LLC
- 3.222 Amended and Restated Operating Agt of Paradise Hornblower, LLC
- 3.223 Restated Articles of Incorporation of Restaura, Inc.
- 3.224 By-laws of Restaura, Inc.
- 3.225 Certificate of Formation of Seamless Web Professional Solutions, LLC
- 3.226 Limited Liability Company Agt of Seamlessweb Professional Solutions, LLC
- 3.227 Articles of Inc of Shoreline Operating Company, Inc.
- 3.228 By-laws of Shoreline Operating Company, Inc.
- 3.229 Certificate of Limited Partnership of Tahoe Rocket LP
- 3.230 Limited Partnership Agreement of Tahoe Rocket LP
- 3.231 Certificate of Formation of the Menu Marketing Group, LLC
- 3.232 Limited Liability Company Agt of the Menu Marketing Group, LLC
- 3.233 Articles of Organization of Travel Systems, LLC
- 3.234 Operating Agt of Travel Systems, LLC
- 5.1 Opinion of Simpson Thacher & Barlett LLP
- 12 Ratio of Earnings to Fixed Charges
- 21 List of Subsidiaries of Aramark Corporation
- 23 Consent of the Independent Registered Public Accounting Firm
- 25 Form T-1 Statement of Eligibility
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Letter to Brokers, Dealers
- 99.3 Form of Letter to Clients
- 99.4 Form of Notice of Guaranteed Delivery
Exhibit 3.51
ARTICLES OF INCORPORATION
OF
OGDEN ALLIED FACILITY MANAGEMENT CORPORATION OF IOWA
* * * * *
To the Secretary of State
of the State of Iowa:
We, the undersigned, acting as incorporators of a corporation under the Iowa Business Corporation Act, Chapter 496A, Code of Iowa, adopt the following Articles of Incorporation for such corporation:
I. | The name of the corporation is |
OGDEN ALLIED FACILITY MANAGEMENT CORPORATION OF IOWA
II. | The purpose or purposes which it is authorized to pursue are: |
The transaction of any or all lawful business for which the corporation may be incorporated under the Iowa Business Corporation Act.
III. The aggregate number of shares which the corporation has authority to issue is one hundred (100) with a par value of One Dollar ($1.00) each.
IV. The address of the initial registered office of the corporation in the County of Polk is 222 Grand Avenue, c/o C T Corporation System, Des Moines, Iowa 50312, and the name of its initial registered agent at such address is C T CORPORATION SYSTEM.
V. The number of directors constituting the initial Board of Directors of the corporation is four (4), and the 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 shall qualify are:
NAME | ADDRESS | |
R. RICHARD ABLOW | c/o Ogden Alliance Services Corporation 2 Pennsylvania Plaza New York 10121 | |
CONSTANTINE G. CARAS | c/o Ogden Alliance Services Corporation 2 Pennsylvania Plaza New York 10121 | |
ROBERT M. DIGIA | c/o Ogden Alliance Services Corporation 2 Pennsylvania Plaza New York 10121 | |
SALVATORE S. FERRARA | c/o Ogden Corporation 2 Pennsylvania Plaza New York 10121 |
2
VI. he name and address of each incorporator is:
NAME | ADDRESS | |
RICHARD A. McGUIRK | 1633 Broadway New York, New York 10019 | |
BARRY CHRISTOPHER PAIGE | 1633 Broadway New York, New York 10019 | |
JOHN M. MASTANDREA | 1633 Broadway New York, New York 10019 |
Dated: January 13, 1988. | ||
/s/ Richard A. McGuirk | ||
Richard A. McGuirk | ||
/s/ Barry Christopher Paige | ||
Barry Christopher Paige | ||
/s/ John M. Mastandrea | ||
John M. Mastandrea |
STATE OF NEW YORK)
SS:
COUNTY OF NEW YORK)
On this 13th day of January, A.D. 1988, before me, TIMOTHY E. CARLSON, personally appeared RICHARD A. McGUIRE, BARRY CHRISTOPHER PAIGE and JOHN M. MASTANDREA, to me known to be the persons named in and who executed the foregoing Articles of Incorporation, and acknowledged that they executed the same as their voluntary act and deed.
/s/ Timothy E. Carlson |
Timothy E. Carlson |
Notary Public in and for the State of New York. |
TIMOTHY E. CARLSON Notary Public State of New York No. 41-4846964 Qualified to Queens County Certificate filed in New York County Commission expires Feb. 23, 1997 |
3
Articles of Amendment of
the Articles of Incorporation of
Ogden Allied Facility Management Corporation of Iowa
To the Secretary of State of the State of Iowa:
Pursuant to the provisions of the Iowa Business Corporation Act, Section 493B, 1006, the undersigned corporation hereby amends its Articles of Incorporation, and for that purpose, submits the following Statement:
1. | The name of the corporation is Ogden Allied Facility Management Corporation of Iowa |
2. | On December 19, 1990 the corporation adopted the following amendment(s) of its Articles of Incorporation: |
(Type of attach the complete text of each amendment)
3. | The manner, if not set forth in the amendment, in which any exchange, reclassification, or cancellation of issued shares provided for in the amendment shall be effected, is as follows: |
4. | Complete either a or b, whichever is applicable: |
(a)x Amendment(s) adopted by shareholder action.
At the date of adoption of the amendment, the number of outstanding shares of each voting group entitled to vote separately on the Amendment, and the vote of such shares was:
Voting Group | Number of Shares | Number of Votes Entitled To Be Cast | Number of Votes Represented at the Meeting | Number of Undisputed Shares Voted | ||||||
For | Against | |||||||||
Common Stock | 100 | 100 | 100 | 100 | 0 |
(b)¨ The amendment(s) (was) (were) duly adopted by the incorporators or board of
directors without shareholder approval, as shareholder action is not required.
5. | Unless a delayed date is specified, the effective date of these Articles of Amendment shall be the date of acceptance for filing by the Secretary of State; |
Dated December 20, 1990 | Ogden Allied Facility Management Corporation of Iowa | |||
By | /s/ Peter Allen | |||
Peter Allen, Vice President, Secretary | ||||
(Print name and title) |
ODGDEN ALLIED FACILITY MANAGEMENT CORPORATION OF IOWA
Action by Unanimous Consent in Writing
of the Sole Shareholder in Lieu of Meeting
December 19, 1990
The undersigned, constituting the holder of all the outstanding shares of stock of Ogden Allied Facility Management Corporation of Iowa, an Iowa corporation, by unanimous consent in writing pursuant to the authority of Section 496A.140 of the Iowa Business Corporation Act, without the formality of convening a meeting, does hereby consent to the following action by the Corporation:
RESOLVED, that the Certificate of Incorporation of Ogden Allied Facility Management Corporation of Iowa by amended by changing the First Article thereof so that, as amended, said Article shall be and read as follows:
“The name of the corporation is Ogden Facility Management Corporation of Iowa.”
and it is further
RESOLVED, that the officers of this Corporation and each of them be and they hereby are authorized to execute and deliver all documents and take all actions which in their opinion are necessary or desirable to expand or implement the foregoing resolution.
OGDEN ALLIED ENTERTAINMENT SERVICES, INC. |
/s/ Peter Allen |
Peter Allen |
Senior Vice President, Secretary |
ELAINE BAXTER Secretary of State State of Iowa | Statement of Change of Registered Office or Registered Agent or Both |
Pursuant to the provisions of the Iowa Business Corporation Act or the Iowa Nonprofit Corporation Act, the corporation submits the following statement to change the registered office or registered agent or both, in Iowa:
1. | The name of the corporation is OGDEN FACILITY MANAGEMENT CORPORATION OF IOWA |
2. | The address of the registered office as it currently appears on the records of the secretary of state |
2222 Grand Avenue | Des Moines | Iowa | 50312 | |||
Street | City | State | Zip |
3. | The address of the new registered office of the corporation is c/o The Prentice-Hall Corporation System, Inc. |
729 Insurance Exchange Building | Des Moines | Iowa | 50309 | |||
Street | City | State | Zip |
4. | The name of the registered agent as it currently appears on the records of the secretary of state C T Corporation System |
5. | The name of the new registered agent is The Prentice-Hall Corporation System, Inc. |
6. | The address of the registered office and the address of the business office of the registered agent, as changed, will be identical. |
7. Signature | /s/ Peter Allen | |
Type or print name and title Peter Allen, Vice President & Secretary |
COMPLETE THIS ITEM ONLY IF REGISTERED AGENT IS CHANGED. The undersigned consents to be appointed registered agent for the corporation named in this statement.
Name of new agent The Prentice-Hall Corporation System, Inc.
Signature By: | /s/ Vicki Schreiber | |
Vicki Schreiber, Asst. Vice President |
The information you provide will be open for public inspection under Iowa Code section 22.11
PLEASE READ INSTRUCTIONS ON REVERSE BEFORE COMPLETING
ARTICLES OF AMENDMENT
OF
OGDEN FACILITY MANAGEMENT CORPORATION OF IOWA
TO THE SECRETARY OF STATE OF THE STATE OF IOWA:
Pursuant to Section 1006 of the Iowa Business Corporation Act, the undersigned corporation adopt the following amendment(s) to the corporation’s Articles of Incorporation.
1. | The name of the corporation is Ogden Facility Management Corporation of Iowa. |
2. | The Certificate of incorporation of Ogden Facility Management Corporation of Iowa, be amended by changing the first Article thereof so that, as amended, said Article shall be and read as follows |
The name of the corporation is: ARAMARK Facility Management Corporation of Iowa
3. | The date of adoption of the amendment was August 17, 2000. |
4. | The amendment was approved by the sole shareholder. The designation, number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the amendment, and the number of votes of each voting group indisputably represented at the meeting is as follows: |
There are 100 shares of Common Stock outstanding.
ALL of said shares were voted in favor of the amendment.
5. | The Certificate of incorporation shall be further amended by naming a new Registered Agent and Registered Address for service of process: |
New Agent Name: | CT Corporation System | |
New Agent Address: | 2222 Grand Avenue Des Moines, Iowa 50312 |
OGDEN FACILITY MANAGEMENT CORPORATION OF IOWA | ||
By: | /s/ David I. Buckman | |
David I. Buckman | ||
Assistant Secretary |
COMPLETE THIS ITEM ONLY IF REGISTERED AGENT IS CHANGED.
The undersigned consents to be appointed registered agent for the corporation named in this statement.
Name of new agent | C T Corporation System | |||
Signature | /s/ Ann J. Williams | |||
Ann J. Williams Assistant Vice President |
The information you provide will be open for public inspection under Iowa Code, section 22.11.
FILED
IOWA
SECRETARY OF STATE
8-18-2000
1:39 PM
CHESTER J. CULVER | LUCAS BUILDING, FIRST FLOOR | |
IOWA SECRETARYOF STATE | DES MOINES, IOWA 50319 |
No.: W00315246
490 DP-119636
ARAMARK FACILITY MANAGEMENT CORPORATION
CT CORPORATION SYSTEM
2222 GRAND AVE
DES MOINES, IA 50312
Date: August 5, 2002
CERTIFICATE OF DISSOLUTION
The corporation named above is administratively dissolved pursuant to Iowa Code sections 490.1420(1) and 490.1421, effective as of the date on this certificate. The ground for dissolution is the corporation’s failure to deliver its 2002 Biennial Report to the secretary of state in a form that met the requirements of section 490.1622 within sixty days after the Report was due.
/s/ Chester J. Culver |
CHESTER J. CULVER SECRETARY OF STATE |