Exhibit 3.5
ARTICLES OF INCORPORATION
(R.S. 12:24)
[LOGO APPEARS HERE] | Domestic Business corporation Enclose $80.00 filling fee Make remittance payable to: Secretary of State Do not send cash | Return to: | Corporations Division P.O. Box 84125 Baton Rouge, LA 70804-9125 Phone (504) 825-4704 |
STATE OF LOUISIANA
PARISH OFHouston, Texas
1. | The name of this corporation is:RSCH Holdings, Inc. |
2. | This corporation is formed for the purpose of: (check one) |
x Engaging in any lawful activity for which corporations may be formed.
¨
(Use for limiting Corporate activity)
3. | The duration of this corporation is: (may be perpetual) Perpetual |
4. | The aggregate number of shares which the corporation shall have authority to issue is: 1,000 |
5. | The shares shall consist of one class only and the par value of each share is 0 (shares may be without par value) per share. |
6. The full name and post office address of each incorporator is: See 1 in Addendum |
7. Other provisions: |
8. | The corporation’s federal tax identification number is: applied for |
Sworn to and subscribed before me atHouston, Texas , LA, on this the29th day
of October , 1998.
Incorporator(s) Signature: | ||||
[LOGO APPEARS HERE] | D Bell | |||
/s/ [ILLEGIBLE] | ||||
/s/ [ILLEGIBLE] | ||
Notary | ||
RSCH Holdings, Inc. |
[Illegible] Rev. 8/97 | (see instructions on back) |
(LA – 1 – 3/17/98)
CT [illegible]
Addendum
1. | Name: | Denise Bell | ||
Address: | 311 Dallas Avenue, Houston, TX 77002 | |||
Name: | Paula Voss | |||
Address: | 311 Dallas Avenue, Houston, TX 77002 |
1 OF 1
W. Fox McKelthen Secretary of State | DOMESTIC BUSINESS CORPORATION INITIAL REPORT | |
[LOGO APPEARS HERE] | (R.S. 12:25 and 12:101) |
1. | The name of this corporation is:RSCH Holdings, Inc. |
2. | The location and municipal address (not a P.O. Box only) of this corporation’s registered office: |
8550 United Plaza Boulevard |
Baton Rouge, LA 70809 |
3. | The full name and municipal address (not a P.O. Box only) of each of this corporation’s registered agent(s) is/are: |
C.T. CORPORATION SYSTEM, 8550 United Plaza Boulevard |
Baton Rouge, LA 70809 |
4. | The names and municipal addresses (not a P.O. Box only) of the first directors are: |
See 1 in Addendum |
Incorporator(s) signature(s): |
/s/ D Bell |
Denise Bell |
/s/ Paula Voss |
Paula Voss |
AGENTS AFFIDAVIT AND ACKNOWLEDGEMENT OF ACCEPTANCE
I hereby acknowledge and accept the appointment of registered agent for and on behalf of the above named corporation.
Registered agent(s) signature(s): |
/s/ Victor Alfano |
Victor Alfano, Asst. Secy. |
[LOGO APPEARS HERE]
Sworn to and subscribed before me this29th day ofOctober, 1998.
/s/ [ILLEGIBLE] |
Notary |
§341 Rev. 2/91 | (LA – 1989 – 8/18/94) CT System | (See instructions on back) |
Addendum
1. | Name: | Ruth U. Fertel | ||
Address: | 3321 Hessmer Avenue, Metairie, LA 70002 | |||
Name: | Richard M. Hammer | |||
Address: | 3321 Hessmer Avenue, Metairie, LA 70002 | |||
Name: | Kevin P. Reilly, Jr. | |||
Address: | 3321 Hessmer Avenue, Metairie, LA 70002 | |||
Name: | William L. Hyde, Jr | |||
Address: | 3321 Hessmer Avenue, Metairie, LA 70002 | |||
Name: | Philip S. Brooks | |||
Address: | 3321 Hessmer Avenue, Metairie, LA 70002 | |||
Name: | James Edward Ryder | |||
Address: | 3321 Hessmer Avenue, Metairie, LA 70002 | |||
Name: | Robert Merrick | |||
Address: | 3321 Hessmer Avenue, Metairie, LA 70002 |
1 OF 1
CERTIFICATE OF CORRECTION OF
ARTICLES OF INCORPORATION
OF
RSCH HOLDINGS, INC.
The undersigned hereby certify:
1. | That the name of the corporation isRSCH HOLDINGS, INC.,a Louisiana corporation. |
2. | That the instrument being corrected is entitled Articles of Incorporation, and that said instrument was filed with the Secretary of State of Louisiana on October 30, 1998. |
3. | The name of the corporation is being corrected. |
4. | The corrected name isRCSH HOLDINGS, INC. |
IN WITNESS WHEREOF, this instrument has been signed on behalf ofRSCH HOLDINGS, INC. by its President and Treasurer on this December 15, 1998.
RSCH HOLDINGS, INC. | ||
By: | /S/ WILLIAM L. HYDE | |
William L. Hyde, Jr. President | ||
By: | /S/ THOMAS J. PENNISON | |
Thomas J. Pennison, Jr., CPA Treasurer |