Exhibit 3.50
ARTICLES OF INCORPORATION
OF
SEALY MATTRESS CO., OF GEORGIA, INC.
I.
The name of the corporation is Sealy Mattress Co., of Georgia, Inc.
II.
The general nature of the business or businesses to be transacted by the corporation are as follows:
To buy, sell, own, lease, rent, repair, store, design, manufacture, construct and otherwise deal in personal and real property of every nature and sort at wholesale and retail including primarily, but not limited to mattresses, springs, bedding, fabrics, cloth, materials, articles and commodities.
To own real estate, borrow money, lend money, buy, sell and guarantee the obligation of others and conduct a financing, brokerage, discount and factoring business in connection with the foregoing or otherwise.
In general, to carry on any other business in connection with the foregoing, and to have and exercise all the powers conferred by the laws of the State of Georgia upon corporations formed pursuant thereto.
III.
The authorized capital stock of the corporation shall be $2,500,000.00 which shall consist of 25,000 shares of One Hundred Dollars ($100.00) par value common stock.
IV.
The amount of capital with which the corporation will begin business is not less than Five Hundred Dollars ($500.00).
V.
The corporation is to have perpetual existence.
VI.
The address of the initial registered office of the corporation shall be 2400 First National Bank Tower, Atlanta, Georgia 30303, located in Fulton County, and the initial registered agent of the corporation shall be Robert I. Paller.
VII.
The number of directors constituting the first Board of Directors shall be three (3) and the name and street address of each member of the first Board of Directors is:
DIRECTORS | STREET ADDRESSES | |
Ernest M. Wuliger | ||
Stephen P. Owendorff | ||
N. Herschel Koblenz |
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VIII.
The name and street address of each incorporator of the corporation is as follows:
NAMES | STREET ADDRESSES | |
| Theodore H. Milby |
IX.
The Board of Directors of the corporation may, from time to time and at its discretion, distribute a portion of the assets of the corporation to its shareholders out of the surplus of the corporation.
X.
The Board of Directors of the corporation may, from time to time and at its discretion, cause the corporation to purchase its own shares to the extent of unreserved and unrestricted capital surplus available for said purchase. Provided that no shares so repurchased and held by the corporation shall be voted.
IN WITNESS WHEREOF, the undersigned has executed these Articles of Incorporation on January 18, 1974.
/s/ Theodore H. Milby |
Theodore H. Milby, Incorporator |
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ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
SEALY MATTRESS CO., OF GEORGIA, INC.
Pursuant to the provisions of Title 22, Section 22-904(a) of the Code of Georgia of 1933, as amended, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:
FIRST: The name of the Corporation is Sealy Mattress Co., of Georgia, Inc.
SECOND: The following amendment to the Articles of Incorporation was adopted by the shareholder of the corporation on February 12, 1979, in the manner prescribed by the Georgia Business Corporation Code:
RESOLVED, that the Corporation’s Articles of Incorporation be amended to change the Corporation’s name to Ohio-Sealy Mattress Manufacturing Co.
THIRD: The shareholder vote required to adopt the amendment at a meeting called for such purpose is the affirmative vote of the holders of a majority of the shares entitled to vote thereon.
FOURTH: The number of shares of the corporation outstanding and entitled to vote, upon the proposed amendment as set forth in the resolution of the directors, at the time of such adoption was 1,000.
FIFTH: The number of shares voting for such amendment was 1,000.
Date: February 12, 1979
SEALY MATTRESS CO., OF GEORGIA, INC. | ||
By: | /s/ Ronald E. Trzcinski | |
| Ronald E. Trzcinski, Vice President | ||
ATTEST: |
/s/ Frank J. Cerralvo |
Frank J. Cerralvo, Secretary |