Exhibit 3.5
ARTICLES OF INCORPORATION
OF
GYM-MARK, INC.
I
The name of this corporation is Gym-Mark, Inc.
II
The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the General Corporation Law.
III
The name and address in the State of California of this corporation’s initial agent for service of process is:
James P. Curley The Gymboree Corporation 700 Airport Boulevard, Suite 200 Burlingame, California 94010-1912 |
IV
This corporation is authorized to issue one class of stock, designated “Common Stock.” The total number of shares of Common Stock which this corporation is authorized to issue is 1,000 shares.
V
Section 1.Limitation of Director’s Liability.
The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.
Section 2.Indemnification of Corporate Agents.
The corporation is authorized to provide indemnification of agents (as defined in Section 317 of the General Corporation Law) of the corporation to the fullest extent permissible under California law.
Section 3.Repeal or Modification.
Any repeal or modification of the foregoing provisions of this Article V by the shareholders of the corporation shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.
Date: July5,1994
/s/ Patrick J. Schultheis |
Patrick J. Schultheis, Incorporator |
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June 30, 1994
Secretary of State of California
1230 J Street
Sacramento, California 95814
Re: | The Gymboree Corporation |
Ladies and Gentlemen:
The Gymboree Corporation hereby gives consent to the use of the corporate name Gym-Mark, Inc.
If you have any questions with regard to this matter, please do not hesitate to call me at any time.
Very truly yours, |
/s/ James P. Curley |
James P. Curley Senior Vice President Chief Financial Officer |
Gymboree Corporation, 700 Airport Blvd, Suite 200 Burlingame, CA 94010-1912 Telephone: 415-579-0600
Main Fax: 415-579-1733 Franchise Fax: 415-696-7452 Merchandise Fax: 415-696-7426 Finance Fax: 415-696-7502