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- S-4 Registration of securities issued in business combination transactions
- 3.4 EX-3.4
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- 12 Jul 13 Registration of securities issued in business combination transactions (amended)
- 4 Jun 13 Registration of securities issued in business combination transactions
- 13 Aug 04 Registration of securities issued in business combination transactions (amended)
- 1 Jul 04 Registration of securities issued in business combination transactions
- 22 May 03 Registration of securities issued in business combination transactions
Exhibit 3.52
AMENDED AND RESTATED ARTICLES OF INCORPORATION
Pursuant to the provisions of The General and Business Corporation Law of Missouri, the undersigned Corporation certifies the following:
1. | The present name of the Corporation isSealy Mattress Company of Kansas City, Inc. The name under which it was originally organized is Sealy Mattress Co. of Kansas City. |
2. | Amended and Restated Articles of Incorporation of the corporation were adopted by the sole shareholder onMarch , 2013. |
3. | The Amended and Restated Articles of Incorporation are in the form attached hereto. |
4. | Of the600 shares outstanding,600 of such shares were entitled to vote on the amendment and restatement. |
The number of outstanding shares of any class or series entitled to vote thereon as a class were as follows:
Class/Series | Number of Outstanding Shares | |
Common | 600 |
5. | The number of shares voted for and against the amendment and restatement was as follows: |
Class | No. Voted For | No. Voted Against | ||
Common | 600 | -0- |
IN AFFIRMATION THEREOF, the facts stated above are true.
(The undersigned understands that false statements made in this filing are subject to the penalties provided under Section 575.040, RSMo)
/s/ Michael Q. Murray | Michael Q. Murray | Vice President | March 12, 2013 | |||
Authorized Signature | Printed Name | Title | Date |
AMENDED AND RESTATED ARTICLES OF INCORPORATION
ARTICLE ONE
The name of the corporation is: Sealy Mattress Company of Kansas City, Inc.
ARTICLE TWO
Registered agent’s name: CT Corporation System
Address, including street and number, for the registered agent’s office in the state of Missouri: 120 South Central Avenue, Clayton, MO 63105
ARTICLE THREE
The aggregate number, class, and par value of shares that the corporation shall have authority to issue shall be one thousand (1,000) shares of common stock having no par value.
ARTICLE FOUR
The name and physical business or residence address of each incorporator is as follows:
Name | City and State | |
Edward J. Kanter | Kansas City, MO | |
Joseph Hartman | Kansas City, MO | |
I. Gale | Kansas City, MO | |
Chester B. Kaplan | Kansas City, MO |
ARTICLE FIVE
The duration of the corporation is perpetual.
ARTICLE SIX
The corporation is formed to do any and all legal acts permitted to be done by corporations organized under and pursuant to “The General and Business Corporation Law of Missouri.”
ARTICLE SEVEN
The number of directors shall be fixed by, or in the manner provided in, the Bylaws of the corporation.
ARTICLE EIGHT
The power to make, alter, amend, or repeal the Bylaws of the corporation shall be vested in the shareholders or the Board of Directors of the corporation.
ARTICLE NINE
No holder of shares of any class of stock of this corporation, either now or hereafter authorized or issued, shall have any preemptive or preferential right to subscribe for or purchase any shares of any class of stock of this corporation, either now or hereafter authorized whether issued for cash, property or services, or to subscribe for or purchase obligations, bonds, notes, debentures, other securities or stock convertible into stock of any class of this corporation, other than such right, if any, as the Board of Directors in its discretion may from time to. time determine, and at such prices as the Board of Directors may from time to time fix.