Exhibit 3.28
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Secretary of State Corporations Division Suite 315, West Tower 2 Martin Luther King Jr. Dr. Atlanta, Georgia 30334-1530 | | DOCKET NUMBER | | : | | 972420131 |
| | CONTROL NUMBER | | : | | 9715002 |
| | EFFECTIVE DATE | | : | | 08/22/1997 |
| | REFERENCE | | : | | 0086 |
| | PRINT DATE | | : | | 09/02/1997 |
| | FORM NUMBER | | : | | 611 |
KING & SPALDING
JODY MECKULCH
191 PEACHTREE STREET
ATLANTA, GA 303031763
CERTIFICATE OF NAME CHANGE AMENDMENT
I, Lewis A. Massey, the Secretary of State and the Corporation Commissioner of the State of Georgia, do hereby certify under the seal of my office that
ROCK-TENN COMPANY OF MISSOURI, INC.
A DOMESTIC PROFIT CORPORATION
has filed articles of amendment in the office of the Secretary of State changing its name to
ROCK-TENN PARTITION COMPANY
and has paid the required fees as provided by Title 14 of the Official Code of Georgia Annotated. Attached hereto is a true and correct copy of said articles of amendment.
WITNESS my hand and official seal in the City of Atlanta and the State of Georgia on the date set forth above.
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 | | /s/ Lewis A. Massey Lewis A. Massey Secretary of State |
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Certification#: 7839017-1 Page 1 of 7
972420131
$20pd
ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
ROCK-TENN COMPANY OF MISSOURI, INC.
1.
The name of the Corporation is Rock-Tenn Company of Missouri, Inc.
2.
Article 1 of the Articles of Incorporation of the Corporation is hereby amended by deleting the present Article I in its entirety and substituting in lieu thereof the following new Article 1:
“The name of the Corporation is Rock-Tenn Partition Company.”
3.
The foregoing amendment was adopted by the incorporator of the Corporation as of August 19, 1997.
4.
The foregoing amendment was duly adopted by the incorporator without shareholder action in accordance with Section 14-2-1005 of the Georgia Business Corporation Code Shareholder approval was not required.
5.
The Corporation certifies that a notice of intent to file Articles of Amendment to change the name of the Corporation and a publishing fee of $40.00 have been mailed or otherwise delivered to an authorized newspaper, as required by law.
Certification#: 7839017-1 Page 2 of 7
IN WITNESS WHEREOF, the undersigned has executed these Articles of Amendment this 19 day of August, 1997.
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| ROCK-TENN COMPANY OF MISSOURI, INC. |
|
/s/ Peter K. Daniel |
| Peter K. Daniel |
| Incorporator |
Certification#: 7839017-1 Page 3 of 7
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Secretary of State Corporations Division Suite 315, West Tower 2 Martin Luther King Jr. Dr. Atlanta, George 30334-1530 | | CONTROL NUMBER | | : | | 9715002 |
| | EFFECTIVE DATE | | : | | 05/02/1997 |
| | COUNTY | | : | | GWINNETT |
| | REFERENCE | | : | | 0045 |
| | PRINT DATE | | : | | 05/05/1997 |
| | FORM NUMBER | | : | | 311 |
PARANET CORPORATION SERVICES, INC.
DONNA HYDE
3761 VENTURE DRIVE, STE 260
DULUTH, GA 30136
CERTIFICATE OF INCORPORATION
I, Lewis A. Massey, the Secretary of State and the Corporation Commissioner of the State of Georgia, do hereby certify under the seal of my office that
ROCK-TENN COMPANY OF MISSOURI, INC.
A DOMESTIC PROFIT CORPORATION
has been duly incorporated under the laws of the State of Georgia on the effective date stated above by the filing of articles of incorporation in the office of the Secretary of State and by the paying of fees as provided by Title 14 of the Official Code of Georgia Annotated.
WITNESS my hand and official seal in the City of Atlanta and the State of Georgia on the date set forth above.
| | |
 | | /s/ Lewis A. Massey Lewis A. Massey Secretary of State |
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Certification#: 7839017-1 Page 4 of 7
ARTICLES OF INCORPORATION
OF
ROCK-TENN COMPANY OF MISSOURI, INC.
1
The name of the Corporation is Rock-Tenn Company of Missouri, Inc
2
The Corporation is organized pursuant to the provisions of the Georgia Business Corporation Code
3
The aggregate number of shares which the Corporation shall have authority to issue is one hundred (100), all of which shall be common stock of $ 01 par value per share
4
No shareholder of the Corporation shall have be entitled to any preemptive right to subscribe for or to purchase any shares or other securities issued by the Corporation
5
The initial Board of Directors of the Corporation shall consist of three (3) members, whose names and addresses are as follows
Bradley Currey, Jr
Rock-Tenn Company
504 Thrasher Street
Norcross, Georgia 30071
Jay Shuster
Rock-Tenn Company
504 Thrasher Street
Norcross, Georgia 30071
David C Nicholson
Rock-Tenn Company
504 Thrasher Street
Norcross, Georgia 30071
Certification#: 7839017-1 Page 5 of 7
6
The street address and county of the Corporation’s initial registered office is 3761 Venture Drive. Suite 260, Duluth, Georgia 30136, Gwinnett County. The initial registered agent of the Corporation at that office is Paranet Corporation Services, Inc
7
The name and address of the incorporator are Peter K. Daniel, King & Spalding, 191 Peachtree Street, Atlanta, Georgia 30303
8
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
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/s/ Peter K. Daniel |
| Peter K. Daniel |
| Incorporator |
-2-
Certification#: 7839017-1 Page 6 of 7
BUSINESS INFORMATION AND SERVICES
Suite 315, West Tower
2 Martin Luther King Jr. Drive
Atlanta, Georgia 30334-1530
(404) 656-2817
Secretary of State TRANSMITTAL INFORMATION FOR GEORGIA J K. JACKSON
State of Georgia PROFIT OR NONPROFIT CORPORATIONS Director
DO NOT WRITE IN SHADED AREA - SOS USE ONLY
DOCKET # 971250005 PENDING CONTROL # P180220 CONTROL # 9715002
Docket Code 311 Corporation Type DP
Date Filed 5-2-97 160.00 10076
Jurisdiction (County) Code 067
Examiner 45
NOTICE TO APPLICANT: PRINT PLAINLY OR TYPE REMAINDER OF THIS FORM
INSTRUCTIONS ARE ON THE BACK OF THIS FORM
1 Corporate Name Reservation Number
Rock-Tenn Company of Missouri, Inc.
Corporate Name (exactly as appears on name reservation)
2 Peter K. Daniel
Applicant/Attorney
191 Peachtree Street, Suite 4600
Address
Telephone Number
Atlanta
Georgia
30303
City
State
Zip Code
3 NOTICE: THIS FORM DOES NOT REPLACE THE ARTICLES OF INCORPORATION MAIL OR DELIVER DOCUMENTS AND THE SECRETARY OF STATE FILING FEE TO THE ABOVE ADDRESS DOCUMENTS SHOULD BE SUBMITTED IN THE FOLLOWING ORDER. (A COVER LETTER IS NOT REQUIRED.)
1 FORM 227 - TRANSMITTAL FROM (ATTACH SECRETARY OF STATE FILING FEE OF $60.00 TO THIS FORM)
2 ORIGINAL ARTICLES OF INCORPORATION
3 ONE COPY OF ARTICLES OF INCORPORATION
I understand that the information on this form will be entered in the Secretary of State business registration database. I certify that a Notice of Incorporation or a Notice of Intent to incorporate with a publishing fee of $40.00 has been or will be mailed or delivered to the authorized newspaper as required by law.
Peter K. Daniel
May 2, 1999
Authorized Signature Date
Certification#: 7839017-1 Page 7 of 7
