Exhibit 3.10
Exhibit 3.10
Secretary of State
Business Services and Regulation
Suite 306, West Tower
2 | | Martin Luther King Jr. Dr. |
Atlanta, Georgia 30334
CHARTER NUMBER COUNTY DATE INCORPORATED EXAMINER
TELEPHONE : 8921468 DP
: FULTON
: NOVEMBER 09, 1989
: DONNA HYDE
: 404-656-0624
REQUESTED BY;
PAUL HASTINGS JANOFSKY & WALKER
LEAH F. SUMNER
133 PEACHTREE ST, NE, 42ND FLOOR
ATLANTA, GEORGIA 30303
CERTIFICATE OF INCORPORATION
I, MAX CLELAND, Secretary of State and the Corporations Commissioner of the State of Georgia do hereby certify, under the seal of my office, that
“SUBURBAN FRANCHISE SYSTEMS, INC.”
has been duly incorporated under the laws of the State of Georgia on the date set forth above, by the filing of articles of incorporation in the office of the Secretary of State and the fees therefor paid, as provided by law, and that attached hereto is a true copy of said articles of incorporation.
WITNESS, my hand and official seal, in the City of Atlanta and the State of Georgia on the date set forth below.
DATE: NOVEMBER 09, 1989
FORM A1 (JULY 1989)
/s/ Max Cleland
MAX CLELAND
SECRETARY OF STATE
/s/ H. Wayne Howell
H. WAYNE HOWELL
DEPUTY SECRETARY OF STATE
SECURITIES CEMETERIES CORPORATIONS CORPORATIONS HOT-LINE
656-2894 656-3079 656-2817 404-656-2222
ARTICLES OF INCORPORATION
OF
SUBURBAN FRANCHISE SYSTEMS, INC.
ARTICLE I
The name of the corporation is “SUBURBAN FRANCHISE SYSTEMS, INC.”
ARTICLE II
The corporation shall have authority to issue not more than 1,000,000 shares of common stock having a par value of $.01 per share.
ARTICLE III
The street address and county of the initial registered office of the corporation is 5600 Roswell Road, Suite 392 North, Atlanta, Fulton County, Georgia. The initial registered agent of the corporation at such address is David E. Krischer.
ARTICLE IV
The name and address of the incorporator is:
David E. Krischer
5600 Roswell Road
Suite 392 North
Atlanta, Georgia 30342
ARTICLE V
The mailing address of the initial principal office of the corporation is 5600 Roswell Road, Suite 392 North, Atlanta, Georgia 30342.
ARTICLE VI
The initial Board of Directors shall consist of one member, whose name and address is as follows:
Name Address
David E. Krischer 5600 Roswell Road
Suite 392 North
Atlanta, Georgia 30342
ARTICLE VII
Pursuant to the Georgia Business Corporation Code, Section 14-2-704, any action required by the Georgia Business Corporation Code to be taken at a meeting of the shareholders and any action which may be taken at a meeting of the shareholders may be taken without a meeting if written consent, setting forth the action so taken, shall be signed by persons who would be entitled to vote at a meeting those shares having voting power to cast not less than the minimum number (or numbers, in the case of voting by classes) of votes that would be necessary to authorize or
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take such action at a meeting of shareholders at which all shares entitled to vote were present and voted, subject to the limitations and notice requirements of Section 14-2-704.
ARTICLE VIII
No director of the corporation shall be personally liable to the corporation or its shareholders for monetary damages for breach of the director’s duty of care or other duty as a director, provided, that this provision shall eliminate or limit the liability of a director only to the extent permitted from time to time by the Georgia Business Corporation Code or any successor law or laws.
IN WITNESS WHEREOF, the undersigned has executed these Articles of Incorporation on behalf of the Incorporator as of the 7th day of November, 1989
/s/ Leah F. Sumner
Leah F. Sumner
Paul, Hastings, Janofsky
& Walker
Georgia-Pacific Center
42nd Floor
133 Peachtree Street, N.E.
Atlanta, Georgia 30303
Attorneys for Incorporator
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