Exhibit 3.202
ARTICLES OF INCORPORATION
OF
SPRINT INTERNATIONAL HOLDING, INC.
FIRST
NAME
The name of the corporation is Sprint International Holding, Inc. (the “Corporation”).
SECOND Registered Office
The registered office of the Corporation in the State of Kansas is located at 534 South Kansas Avenue, Suite 1108, Topeka, Kansas 66603, Shawnee County. The name of its resident agent at such address is The Prentice-Hall Corporation System, Inc.
THIRD
Nature of Business
The nature of the business or purposes to be conducted by the Corporation is:
To engage in any lawful act or activity for which corporations may be organized under the Kansas General Corporation Code.
FOURTH
Stock
The total number of shares of stock which the Corporation shall have authority to issue is ten thousand (10,000) shares of common stock, each of such shares of common stock to have a par value of $1.00 per share, and such shares may be issued by the Corporation from time to time for such consideration as fixed from time to time by the Board of Directors.
Each stockholder of the Corporation shall be entitled to one vote for each share of stock held of record on the books of the Corporation.
FIFTH
Incorporator
The name and mailing address of the incorporator is as follows:
Name | Mailing Address |
Michael T. Hyde | 2330 Shawnee Mission Parkway |
Westwood, Kansas 66205 |
SIXTH
Existence
The Corporation shall have perpetual existence.
SEVENTH
Bylaws
The Board of Directors is authorized to make, amend or repeal the Bylaws of the Corporation. Election of directors need not be by written ballot.
EIGHTH
Limitation of Liability
No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty by such director as a director; provided, however, that this ARTICLE EIGHTH shall not eliminate or limit the liability of a director to the extent provided by applicable law (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) under K.SA. Section 17-6424 and amendments thereto or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this ARTICLE EIGHTH shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.
NINTH
Insolvency
Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them or between this Corporation and its stockholders or any class of them, any court of competent jurisdiction within the State of Kansas, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or’ on application of any receiver or receivers appointed for this Corporation under the provisions of K.S.A. Section 17-6901 and amendments thereto, or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of K.S.A. Section 17-6808 and amendments thereto, may order a meeting of the creditors or class of creditors, or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the reorganization, if sanctioned by the court to which the application has been made, shall be binding on all the creditors or class of creditors, or on all the stockholders, or class of stockholders of this Corporation, as the case may be, and also on this Corporation.
2
TENTH
Indemnification
The Corporation shall indemnify its officers, directors, employees and agents to the fullest extent permitted by the Kansas General Corporation Code.
THE UNDERSIGNED, being the incorporator above named, for the purposes of forming a corporation pursuant to the Kansas General Corporation Code, has signed this instrument on the 11th day of December, 1996, and does thereby acknowledge that it is his act and deed and that the facts stated therein are true.
/s/ Michael T. Hyde | |
Michael T. Hyde |
3
CERTIFICATE OF CHANGE OF ADDRESS OF RESIDENT AGENT’S OFFICE
IN COMPLIANCE WITH K.S.A. 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 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 corporations 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. Pelletier | |
John H. Pelletier, Assistant Vice President |
Attest:
By | /s/ Vicki Schreiber | |
Vicki Schreiber, Asst. Secretary |
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. |
363747 | 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. |
698035 | OB-GYN DIAGNOSTICS, INC. |
2049013 | OGDEN FOOD SERVICE 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 |
633065 | SERVICES OF KANSAS, INC. |
41582 | 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 P177A 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. |
CERTIFICATE OF OWNERSHIP AND MERGER
OF
SPRINTLINK GLOBAL HOLDINGS, INC.
(a Kansas corporation)
INTO
SPRINT INTERNATIONAL HOLDING, INC.
(a Kansas corporation)
It is hereby certified that:
1. | The Agreement and Plan of Merger (“Agreement”) has been approved, adopted, certified and executed by each of the constituent corporations in accordance with K.S.A. 17-6701. |
2. | The name of the surviving corporation is Sprint International Holding, Inc. (the “Surviving Corporation”). |
3. | The Articles of Incorporation of the Surviving Corporation shall be the Articles of Incorporation. |
4. | The executed Agreement will be on file at the principal place of business of the Surviving Corporation. |
5. | A copy of the Agreement will be furnished by the Surviving Corporation upon request and without cost, to any stockholder of any constituent corporation. |
6. | The effective date of the Certificate of Ownership and Merger shall be effective upon filing. |
The undersigned declares under penalty of perjury, according to the laws of Kansas, that the foregoing is true and correct.
Executed on December 6, 2001.
Sprint International Holding, Inc. | |
/s/ Tom Gerke | |
Thomas A. Gerke, Vice President |
Attest:
/s/ Michael T. Hyde | |
Michael T. Hyde, Ass ant Secretary |
725-722-3
RGO 53- 25 | KANSAS SECRETARY OF STATE Change of Resident Agent Name and/or Registered Office Address by Resident Agent |
CONTACT: Kansas Office of the Secretary of State | |||
Memorial Hall, 1st Floor 120 S.W. 10th Avenue Topeka, KS 66612-1594 | (785) 296-4564 kssos@soS.ks.gov www.sos.ks.gov |
INSTRUCTIONS: All information must be completed or this document will not be accepted for filing. Please read instructions sheet before completing.
1. I, The Prentice-Hall Corporation System, Kansas, Inc., the resident agent for the entity(ies) listed below, do hereby certify that I have changed my name and/or the registered office address in the state of Kansas for the following business entity(ies): | |||
2. Business entity ID number: This is not the Federal Employer ID Number (FEIN) | See attached list | ||
3. Business entity name: Name must match the name on record with the Secretary of State | See attached list | ||
4. State/Country of organization: | See attached list |
5. Current resident agent name and | The Prentice-Hall Corporation System, Kansas, Inc. | ||
registered office address: | Name | ||
Address must be a street address | 200 S.W. 30th Street | ||
A PO box is unacceptable | Street Address |
Topeka | Kansas | 66611 | |||
City | State | Zip |
6. New resident agent name and | The Prentice-Hall Corporation System, Kansas, Inc. | ||
registered office address: | Name | ||
Address must be a street address | 2900 S. Wanamaker Drive, Suite 204 | ||
A PO box is unacceptable | Street Address |
Topeka | Kansas | 66614 |
City | State | Zip |
7. Effective date: | ☐ | Upon filing |
☒ | Future effective date | July | 13, | 2012 | |||
Month | Day | Year |
8. I declare under penalty of perjury under the laws of the state of Kansas that the foregoing is true and correct and that I have remitted the required fee. | |
/s/ John H. Pelletier | July 6, 2012 | ||
Signature of resident agent | Date (month, day, year) | ||
John H. Pelletier, Assistant Vice President | |||
Name of signer (printed or typed) |
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