Exhibit 3.1(c)
CERTIFICATE OF CONVERSION FOR ENTITIES CONVERTING
WITHIN OR OFF THE RECORDS OF THE OHIO SECRETARY OF STATE
Filing Fee: $125
(CHECK ONLY ONE (1) BOX)
(1) x | Converting Within The Records of the Ohio Secretary of State | (2) ¨ | Converting Off The Records of the Ohio (187-VXX) |
Name of the converting entity:AMRESCO INC.
Jurisdiction of Formation:Ohio
Charter/Registration Number:484505
The converting entity is a:
(Check Only (1) One Box)
x | Domestic Corporation |
¨ | Foreign Corporation |
¨ | Domestic Nonprofit Limited Liability Company |
¨ | Foreign Nonprofit Limited Liability Company |
¨ | Domestic For-Profit Limited Liability Company |
¨ | Foreign For-Profit Limited Liability Company |
¨ | Partnership |
¨ | Domestic Limited Partnership |
¨ | Foreign Limited Partnership |
¨ | Domestic Limited Liability Partnership |
¨ | Foreign Limited Liability Partnership |
¨ | Business Trust |
The converting entity hereby states that it has complied with all laws in the jurisdiction under which it exists and that those laws permit the conversion.
[SEAL]
Name of the converted entity:AMRESCO, LLC
Jurisdiction of Formation:Ohio
The converted entity is a:
(Check Only (1) One Box)
¨ | Domestic Corporation |
¨ | Foreign Corporation |
¨ | Domestic Nonprofit Limited Liability Company |
¨ | Foreign Nonprofit Limited Liability Company |
x | Domestic For-Profit Limited Liability Company |
¨ | Foreign For-Profit Limited Liability Company |
¨ | Partnership |
¨ | Domestic Limited Partnership |
¨ | Foreign Limited Partnership |
¨ | Domestic Limited Liability Partnership |
¨ | Foreign Limited Liability Partnership |
¨ | Business Trust |
12:01 a.m.
Effective Date (Optional) | 2/02/2011 at | (The conversion is effective upon the filing of this certificate or on a later date specified in the certificate that it is not more than ninety days after filing) |
Name and address of the person or entity that will provide a copy of the declaration of conversion upon written request. | ||||||||||||
Theodore Pulkownik | ||||||||||||
Name | ||||||||||||
100 Matsonford Road, Bldg. One, Suite 200 | ||||||||||||
Mailing Address | ||||||||||||
Radnor | PA | 19087 | ||||||||||
City | State | Zip Code |
Required information that must accompany conversion certificate if box 2 is checked | ||
If the converting entity is a domestic or foreign entity that will not be licensed in Ohio, provide the name and address of the statutory agent upon whom any process, notice or demand may be served. |
Name of Statutory Agent | ||||||||||||
Mailing Address | ||||||||||||
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City | State | Zip Code |
¨ | If the agent is an individual using a P.O. Box, check this box to confirm that the agent is an Ohio resident. |
If the converting entity is a domestic or foreign corporation licensed to transact business in Ohio and converting off the records, the certificate of conversion must be accompanied by the affidavits herein attached.(See Instructions)
See instructions for additional filing requirements if
(1) the conversion creates a new domestic entity,
(2) the converted entity is a foreign entity that desires to transact business in Ohio, or
(3) if a foreign or domestic corporation licensed to transact business in this state is the converting entity.
IN WITNESS WHEREOF, the conversion is authorized on behalf of the converting entity and that each person signing the certificate of conversion is authorized to do so.
Required | 2/1/2011 | |||||||
Must be authenticated(signed) by an authorized representative. | Signature | Date | ||||||
Theodore Pulkownik | ||||||||
Print Name | ||||||||
Secretary | ||||||||
Title | ||||||||
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Signature | Date | |||||||
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Print Name | ||||||||
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Title | ||||||||
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Signature | Date | |||||||
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Print Name | ||||||||
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Title |
AFFIDAVIT RELEASES FROM VARIOUS GOVERNMENTAL AUTHORITIES
AMRESCO INC.
Exact Name of Corporation
If a foreign or domestic corporation licensed to transact business in Ohio is the converting entity, the certificate of conversion must be accompanied by the affidavits, receipts, certificates, or other evidence required by division (H) of section 1701.811(B)(4) of the Revised Code.
AGENCY Ohio Department of Taxation Dissolution Section 4485 Northland Ridge Blvd. Columbus, Ohio 43229 | DATE NOTIFIED
1/31/2011 | AGENCY Ohio Job & Family Services Status and Liability Section Data Correspondence Control Fax: 614-752-4811 Phone: 614-466-2319 Overnight: 4020 East 5th Avenue Columbus, OH 43219-1811
| DATE NOTIFIED
1/31/2011
Regular: P.O. Box 182413 Columbus, OH 43218-2413
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AGENCY | DATE NOTIFIED | TREASURER | DATE NOTIFIED | |||||||||
Ohio Bureau of Workers’ Compensation 30 W. Spring Street Columbus, OH 43215 |
1/31/2011 | The treasurer of any county in which the corporation has personal property: | ||||||||||
Cuyahoga
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1/31/2011
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Note: This affidavit must be signed by one or more persons executing the certificate of conversion or by an officer of the corporation.
Signature | Title Secretary |
Theodore Pulkownik | ||||
Name | ||||
6681 Cochran Road | ||||
Street Address / P.O. Box Address |
Solon | OH | 44139 | ||||||||
City | State | Zip Code |
Acknowledged before me and subscribed in my presence on | Date 2-1-2011 | |||
Seal | ||||
[SEAL] | Notary Public | |||
Commission Expires | No expiration | |||
Date |
AFFIDAVIT OF PERSONAL PROPERTY
STATE OF OHIO
County Cuyahoga SS:
Theodore Pulkownik
Name of Officer
Secretary | of | AMRESCO INC. | ||||||
Title of Officer | Name of Corporation |
and that this affidavit is made in compliance with Section 1701.811(B)(4) of the Ohio Revised Code.
That above-named corporation: (Check one (1) of the following)
¨ | Has no personal property in any county in Ohio |
¨ | Is the type required to pay personal property taxes to state authorities only |
x | Has personal property only in the following county (ies) |
Cuyahoga |
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and that the net assets of said corporation are sufficient to pay all personal property taxes accrued to date.
Signature: | Title: | Secretary |
Acknowledged before me and subscribed in my presence on Date 2-1-2011 |
Seal | ||||
Notary Public |
Expiration date of Notary Public’s Commission | No expiration | |||||
Date |
ARTICLES OF ORGANIZATION FOR A DOMESTIC
LIMITED LIABILITY COMPANY
Filing Fee: $125.00
(CHECK ONLY ONE (1) BOX)
(1) x | Articles of Organization for Domestic For-Profit Limited Liability Company (115-LCA) ORC 1705 | (2) ¨ | Articles of Organization for Domestic Nonprofit Limited Liability Company (115-LCA) ORC 1705 |
Name of limited liability company
AMRESCO, LLC
Name must include one of the following words or abbreviations: “limited liability company,” “limited,” “LLC,” “L.L.C.,” “ltd., “or “ltd”
Effective Date (Optional) |
mm/dd/yyyy | (The legal existence of the limited liability company begins upon the filing of the articles or on a later date specified that is not more than ninety days after filing) | ||
This limited liability company shall exist for |
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(Optional) | Period of Existence | |||
Purpose |
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(Optional) |
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¨ | Check here if additional provisions are attached |
ORIGINAL APPOINTMENT OF AGENT
The undersigned authorized member(s), manager(s) or representative(s) of
AMRESCO, LLC |
Name of Limited Liability Company |
hereby appoint the following to be Statutory Agent upon whom any process, notice or demand required or permitted by statute to be served upon the limited liability company may be served. The name and address of the agent is
David Camiener |
Name of Agent |
6681 Cochran Road |
Mailing Address |
Solon | Ohio | 44139 | ||||||||
City | State | Zip Code |
¨ | If the agent is an individual and using a P.O. Box, check this box to certify the agent is an Ohio resident. |
ACCEPTANCE OF APPOINTMENT
The undersigned, named herein as the statutory agent for
AMRESCO, LLC |
Name of Limited Liability Company |
hereby acknowledges and accepts the appointment of agent for said limited liability company
/s/ David Camiener | ||
David Camiener | Agent’s Signature |
By signing and submitting this form to the Ohio Secretary of State, the undersigned hereby certifies that he or she has the requisite authority to execute this document on behalf of the limited liability company identified above.
REQUIRED Articles and original appointment of agent must be authenticated(signed) by a member, manager or other representative. | Signature | 2/1/2011 Date | ||||||
Theodore Pulkownik Print Name | ||||||||
Signature |
Date | |||||||
Print Name | ||||||||
Signature |
Date | |||||||
Print Name |
(See Instructions Below)