Exhibit 3.18
| | | | |
| Secretary of State | | TRANSACTION NUMBER | | : 91364673 (675) |
| Business Services and Regulation | | CHARTER NUMBER | | : 9122662 |
| Suite 315, West Tower | | DATE INCORPORATED | | : 12/23/91 |
| 2 Martin Luther King Jr. Dr. | | EFFECTIVE DATE | | : 12/31/91 |
| Atlanta, Georgia 30334-1530 | | EXAMINER | | : DONNA HYDE |
| | TELEPHONE NUMBER | | : (404) 656-0624 |
REQUESTED BY:
KING & SPALDING
KATHLEEN MCGREGOR
191 PEACHTREE STREET
ATLANTA, GEORGIA 30303
CERTIFICATE OF MERGER
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 articles of merger have been duly filed on the effective date set forth above, merging
“ROCK-TENN TEXAS MILL, INC.”, a Georgia corporation
with and into
“ROCK-TENN COMPANY OF TEXAS”, a Georgia corporation
and the fees therefor paid as provided by law, and that attached hereto is a true and correct copy of said articles of merger.
WITNESS, my hand and official seal, in the City of Atlanta and the State of Georgia on the date set forth below.
DATE: DECEMBER 30, 1991
FORM A6 (JULY 1989)
| | | | |
 | | | | /s/ MAX CLELAND |
| | | | MAX CLELAND |
| | | | SECRETARY OF STATE |
| | | | /s/ VERLEY J. SPIVEY |
| | | | VERLEY J. SPIVEY |
| | | | DEPUTY SECRETARY OF STATE |
| | | | | | |
SECURITIES 656-2894 | | CEMETERIES 656-3079 | | CORPORATIONS 656-2817 | | CORPORATIONS HOT-LINE 404-656-2222 Outside Metro-Atlanta |
Certification#: 7839009-1 Page 1 of 12
CERTIFICATE OF MERGER
OF
ROCK-TENN TEXAS MILL, INC.
WITH AND INTO
ROCK-TENN COMPANY OF TEXAS
Pursuant to the Georgia Business Corporation Code, Rock-Tenn Company of Texas, a Georgia corporation, hereby executes the following Certificate of Merger and certifies that:
FIRST:
The names of the corporations proposing to merge and the names of the States under which the corporations are organized, are as follows:
| | |
Name of Corporation | | State of Incorporation |
| |
| Rock-Tenn Texas Mill, Inc. | | Georgia |
| Rock-Tenn Company of Texas | | Georgia |
The corporations named above are sometimes hereinafter referred to as the “Constituent Corporations.”
SECOND:
The Surviving Corporation shall be Rock-Tenn Company of Texas, its name shall remain “Rock-Tenn Company of Texas” and it shall be governed by the laws of the State of Georgia.
THIRD:
The executed Agreement and Plan of Merger is on file at the principal place of business of the Surviving Corporation, 504 Thrasher Street, Norcross, Georgia 30071.
FOURTH:
A copy of the executed Agreement and Plan of Merger will be furnished by Rock-Tenn Company of Texas, on request and without cost, to any shareholder of either of the Constituent Corporations.
FIFTH:
The Merger has been duly approved by the sole shareholder of each of the Constituent Corporations.
Certification#: 7839009-1 Page 2 of 12
SIXTH:
The Merger shall be effective and shall have been consummated by operation of law without further act or deed upon the part of the Constituent Corporations at 11:30 p.m. on December 31, 1991; and the term “Merger Date,” as used herein, shall mean such time and date.
IN WITNESS WHEREOF, the Surviving Corporation has caused the Certificate of Merger to be executed and sealed by its duly authorized officers, this26th day of December, 1991.
| | | | | | | | |
| [CORPORATE SEAL] | | | | ROCK-TENN COMPANY OF TEXAS |
| | | |
| | | | By: | | /s/ David C. Nicholson |
| | | | | | Name: | | David C. Nicholson |
| | | | | | Title: | | Vice-President |
| | | |
| | | | By: | | /s/ Lever F. Stewart |
| | | | | | Name: | | Lever F. Stewart |
| | | | | | Title: | | Assistant Secretary |
| Sworn to and subscribed before me this 26th day of December, 1991. | | | | | | | | |
| | | | |
| | | | | | | | |
| Notary Public | | | | | | | | |
| | | | |
My Commission Expires: Notary Public, Gwinnett County, Georgia My Commission Expires March 18,1995 | | | | | | | | |
| | | | |
| [NOTARIAL SEAL] | | | | | | | | |
-2-
Certification#: 7839009-1 Page 3 of 12
CERTIFICATE OF PUBLICATION
The undersigned, on behalf of Rock-Tenn Company of Texas (the Corporation”), hereby certifies as follows:
| | 1. | She is counsel to the Corporation. |
| | 2. | Pursuant to Section 14-2-1105.1 of the Georgia Business Corporation Code, a Notice of Intent to File Articles of Merger relative to the merger of the Corporation and Rock-Tenn Texas Mill, Inc., a Georgia corporation, and payment therefor, has been filed with the Gwinnett Daily News, said newspaper being the official organ of the county where the registered office of the Corporation is located. The Gwinnett Daily News has been instructed to publish such Notice one day per week for two (2) consecutive weeks. |
IN WITNESS WHEREOF, the undersigned has set her hand as of this 30th day of December, 1991.
|
| ROCK-TENN COMPANY OF TEXAS |
|
/s/ Mary E. Moore |
| Mary E. Moore |
| Counsel |
Certification#: 7839009-1 Page 4 of 12
| | | | |
| Secretary of State | | TRANSACTION NUMBER | | : 91364632 (672) |
| Business Services and Regulation | | CHARTER NUMBER | | : 9122662 |
| Suite 315, West Tower | | DATE INCORPORATED | | : 12/23/91 |
| 2 Martin Luther King Jr. Dr. | | EFFECTIVE DATE | | : 12/31/91 |
| Atlanta, Georgia 30334-1530 | | EXAMINER | | : DONNA HYDE |
| | TELEPHONE NUMBER | | : (404) 656-0624 |
REQUESTED BY:
KING & SPALDING
KATHLEEN MCGREGOR
191 PEACHTREE STREET
ATLANTA, GEORGIA 30303
CERTIFICATE OF MERGER
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 articles of merger have been duly filed on the effective date set forth above, merging
“ROCK-TENN TEXAS CONVERTING, INC.”, a Georgia corporation
with and into
“ROCK-TENN COMPANY OF TEXAS”, a Georgia corporation
and the fees therefor paid as provided by law, and that attached hereto is a true and correct copy of said articles of merger.
WITNESS, my hand and official seal, in the City of Atlanta and the State of Georgia on the date set forth below.
DATE: DECEMBER 30, 1991
FORM A6 (JULY 1989)
| | | | | | |
| | | | /s/ MAX CLELAND |
| | | | MAX CLELAND |
| | | | SECRETARY OF STATE |
| | | | /s/ VERLEY J. SPIVEY |
| | | | VERLEY J. SPIVEY |
| | | | DEPUTY SECRETARY OF STATE |
| | | | | | |
SECURITIES 656-2894 | | CEMETERIES 656-3079 | | CORPORATIONS 656-2817 | | CORPORATIONS HOT-LINE 404-656-2222 Outside Metro-Atlanta |
Certification#: 7839009-1 Page 5 of 12
CERTIFICATE OF MERGER
OF
ROCK-TENN TEXAS CONVERTING, INC.
WITH AND INTO
ROCK-TENN COMPANY OF TEXAS
Pursuant to the Georgia Business Corporation Code, Rock-Tenn Company of Texas, a Georgia corporation, hereby executes the following Certificate of Merger and certifies that:
FIRST:
The names of the corporations proposing to merge and the names of the States under which the corporations are organized, are as follows:
| | |
Name of Corporation | | State of Incorporation |
| |
| Rock-Tenn Texas Converting, Inc. | | Georgia |
| Rock-Tenn Company of Texas | | Georgia |
The corporations named above are sometimes hereinafter referred to as the “Constituent Corporations.”
SECOND:
The Surviving Corporation shall be Rock-Tenn Company of Texas, its name shall remain “Rock-Tenn Company of Texas” and it shall be governed by the laws of the State of Georgia.
THIRD:
The executed Agreement and Plan of Merger is on file at the principal place of business of the Surviving Corporation, 504 Thrasher Street, Norcross, Georgia 30071.
FOURTH:
A copy of the executed Agreement and Plan of Merger will be furnished by Rock-Tenn Company of Texas, on request and without cost, to any shareholder of either of the Constituent Corporations.
FIFTH:
The Merger has been duly approved by the sole shareholder of each of the Constituent Corporations.
SIXTH:
The Merger shall be effective and shall have been consummated by operation of law without further act or deed upon
Certification#: 7839009-1 Page 6 of 12
the part of the Constituent Corporations at 11:30 p.m. on December 31, 1991; and the term “Merger Date,” as used herein, shall mean such time and date.
IN WITNESS WHEREOF, the Surviving Corporation has caused the Certificate of Merger to be executed and sealed by its duly authorized officers, this26th day of December, 1991.
| | | | | | | | |
| [CORPORATE SEAL] | | | | ROCK-TENN COMPANY OF TEXAS |
| | | |
| | | | By: | | /s/ David C. Nicholson |
| | | | | | Name: | | David C. Nicholson |
| | | | | | Title: | | Vice President |
| | | |
| | | | By: | | /s/ Lever F. Stewart |
| | | | | | Name: | | Lever F. Stewart |
| | | | | | Title: | | Assistant Secretary |
| | | | |
| Sworn to and subscribed before me this 26th day of December, 1991. | | | | | | | | |
| | | | |
| | | | | | | | |
| Notary Public | | | | | | | | |
| | | | |
My Commission Expires: Notary Public, Gwinnett County, Georgia My Commission Expires March 18, 1995 | | | | | | | | |
| | | | |
| [NOTARIAL SEAL] | | | | | | | | |
-2-
Certification#: 7839009-1 Page 7 of 12
CERTIFICATE OF PUBLICATION
The undersigned, on behalf of Rock-Tenn Company of Texas (the “Corporation”), hereby certifies as follows:
| | 1. | She is counsel to the Corporation. |
| | 2. | Pursuant to Section 14-2-1105.1 of the Georgia Business Corporation Code, a Notice of Intent to File Articles of Merger relative to the merger of the Corporation and Rock-Tenn Texas Converting, Inc., a Georgia corporation, and payment therefor, has been filed with the Gwinnett Daily News, said newspaper being the official organ of the county where the registered office of the Corporation is located. The Gwinnett Daily News has been instructed to publish such Notice one day per week for two (2) consecutive weeks. |
IN WITNESS WHEREOF, the undersigned has set her hand as of this 30th day of December, 1991.
|
| ROCK-TENN COMPANY OF TEXAS |
|
/s/ Mary E. Moore |
| Mary E. Moore |
| Counsel |
Certification#: 7839009-1 Page 8 of 12
Please notify the undersigned at 572-4812 if you have any questions with this filing.
|
| Very Truly Yours, |
|
| /s/ Kathleen McGregor |
| Kathleen McGregor |
| Legal Assistant |
Certification#: 7839009-1 Page 9 of 12
| | | | |
Secretary of State Business Services and Regulation Suite 315, West Tower 2 Martin Luther King Jr. Dr. Atlanta, Georgia 30334-1530 | | CHARTER NUMBER COUNTY DATE INCORPORATED EXAMINER TELEPHONE NUMBER | | : 9122662 DP : GWINNETT : DECEMBER 23, 1991 : V. ROBBINS : 404/656-0624 |
REQUESTED BY:
KING & SPALDING
MARY E. MOORE
191 PEACHTREE STREET
ATLANTA, GA 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
“ROCK-TENN COMPANY OF TEXAS”
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: DECEMBER 23, 1991
| | | | |
| | | | /s/ MAX CLELAND |
| | | | MAX CLELAND |
| | | | SECRETARY OF STATE |
| | | | /s/ VERLEY J. SPIVEY |
| | | | VERLEY J. SPIVEY |
| | | | DEPUTY SECRETARY OF STATE |
| | | | | | |
SECURITIES 656-2894 | | CEMETERIES 656-3079 | | CORPORATIONS 656-2817 | | CORPORATIONS HOT-LINE 404-656-222 Outside Metro-Atlanta |
Certification#: 7839009-1 Page 10 of 12
ARTICLES OF INCORPORATION
OF
ROCK-TENN COMPANY OF TEXAS
1.
The name of the Corporation is Rock-Tenn Company of Texas.
2.
The Corporation is authorized to issue 100 shares of stock, designated as “Common Stock”, with each share having a par value of $1.00. Each share of Common Stock shall have one vote on each matter submitted to a vote off the shareholders of the Corporation. The holders of shares of Common Stock shall be entitled to receive, in proportion to the number of shares of Common Stock held, the net assets of the Corporation upon dissolution.
3.
The initial Board of Directors of the Corporation shall consist of two (2) member(s), whose names and addresses are as follows:
| | | | |
| | A. Worley Brown 504 Thrasher Street Norcross, Georgia 30071 | | 
|
| | Bradley Currey, Jr. 504 Thrasher Street Norcross, Georgia 30071 | |
| | 4. | |
The street address and county of the initial registered office of the Corporation in the State of Georgia is 504 Thrasher Street, Gwinnett County, Norcross, Georgia 30071. The initial registered agent of the Corporation at such address is Lever F. Stewart, III. | |
| | 5. | |
The name and address of the Incorporator are Mary E. Moore, c/o King & Spalding, 191 Peachtree Street, N.E. Atlanta, Georgia 30303. | |
6.
The mailing address of the initial principal office of the Corporation is 504 Thrasher Street, Norcross, Georgia, 30071.
IN WITNESS WHEREOF, the undersigned has executed these Articles of Incorporation.
|
/s/ Mary E. Moore |
| Mary E. Moore |
| Incorporator |
Certification#: 7839009-1 Page 11 of 12
MAX CLELAND
Secretary of State
State of Georgia
BUSINESS SERVICES AND REGULATION
Suite 315, West Tower
2 Martin Luther King Jr., Drive Atlanta, Georgia 30334
(404) 656-2817
A199
Eff. 7/1/89
J.F. GULLION
Director
ARTICLES OF INCORPORATION DATA ENTRY FORM
FOR GEORGIA CORPORATIONS
I. Filing Date: 12/23/91
Code: DP
Docket Number: 91357669, 670
Assigned Exam:
Amount: $ 68,100
By:
Charter Number: 9122662
Completed:
DO NOT WRITE ABOVE THIS LINE – SOS USE ONLY
NOTICE TO APPLICANT: PRINT PLAINLY OR TYPE THE REMAINDER OF THIS FORM.
II. Corporate Name:
Rock-Tenn Company of Texas
Mailing Address:
504 Thrasher Street
City: Norcross
County: Gwinnett
State: Georgia
Zip Code: 30071
III. Fees Submitted By:
King & Spalding
Amount Enclosed: $ 160.00
Check Number:
033351
IV. Incorporator: Mary E. Moore c/o King & Spalding
Address: 191 Peachtree Street, N.E.
City: Atlanta
State: Georgia
Zip Code: 30303
Incorporator:
Address:
City:
State:
Zip Code:
V. Registered Agent/Office: Lever F. Stewart, III
Address: 504 Thrasher Street
City: Norcross
County: Gwinnett
State: Georgia
Zip Code: 30071
VI. ARTICLES OF INCORPORATION FILING CHECK-OFF LIST
Applicant
Examiner
1. Original and one conformed copy of Articles of Incorporation
2. Corporate name verification number
3. Authorized shares stated
4. Incorporator’s signature
5. Post effective date, if applicable
6. Number of pages attached:
VII. Applicant/Attorney: Mary E. Moore
Telephone: 572-3572
Address: King & Spalding, 191 Peachtree Street, N.E.
City: Atlanta
State: Georgia
Zip Code: 30303
NOTICE: Attach original and one copy of the Articles of Incorporation and the Secretary of State filing fee ($60.00). Mail or deliver to the above address. This form does not replace the Articles of Incorporation.
I understand that the information on this form will be used in the Secretary of State Corporate database. I certify that a notice of intent to Incorporate and a publishing fee of $40.00 has been mailed or delivered to an authorized newspaper, as required by law.
Signed: Mary E. Moore
Date: 12/23/91
Certification#: 7839009-1 Page 12 of 12
Certification#: 7839009-1 Page 12 of 12
