RESTATED ARTICLES OF INCORPORATION
OF
SERVICE AMERICA CORPORATION OF WISCONSIN
These restated articles of incorporation consist of the
articles of incorporation as to date. The restated articles of incorporation
were duly adopted in accordance with the provision of the Wisconsin Business
Corporation Law ss. 180.1007. These restated articles of incorporation supersede
and take the place of the existing articles of incorporation and any amendments
to the articles of incorporation.
ARTICLE I
Name
The name of the corporation is Service America Corporation of
Wisconsin.
ARTICLE II
Purposes
The purposes for which the corporation is organized are to
engage in any lawful activity within the purposes for which a corporation may be
organized under the Wisconsin Business Corporation Law, Chapter 180 of the
Wisconsin Statutes.
ARTICLE III
Capital Stock
The aggregate number of shares which the corporation shall
have authority to issue is Fifty-six Thousand (56,000) shares, consisting of one
class only, designated as "Common Stock," of the par value of One Dollar ($1.00)
per share.
ARTICLE IV
Preemptive Rights
No holder of any stock of the corporation shall have any
preemptive right to purchase, subscribe for, or otherwise acquire any shares of
stock of the corporation of any class now or hereafter authorized, or any
securities exchangeable for or convertible into such shares.
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ARTICLE V
Directors
The number of directors shall be fixed by, or in the manner
provided in, the Bylaws.
ARTICLE VI
Right to Purchase Own Shares
and Partial Liquidation
The corporation shall have the right to acquire its own shares
from time to time, upon such terms and conditions as the Board of Directors
shall fix. The Board of Directors of the corporation may, from time to time,
distribute to shareholders in partial liquidation out of stated capital or net
capital surplus a portion of its assets in cash or property as further provided
by law.
ARTICLE VII
Registered Office and Agent
The address of the initial registered office of the
corporation is 222 West Washington Avenue, Madison, Dane County, Wisconsin 53703
and the name of its initial registered agent at such address is CT Corporation
System.
ARTICLE VIII
Incorporator
The name and address of the incorporator is Norrie J. Daroga,
411 East Wisconsin Avenue, Milwaukee, Wisconsin 53202.
ARTICLE IX
The corporation shall not issue nonvoting equity securities.
Executed this 14th day of July, 1999.
By: /s/ Janet L. Steinmayer
--------------------------
Janet L. Steinmayer
Secretary
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Certificate
This is to certify that the Foregoing Restated Articles of Incorporation do not
contain any amendment requiring shareholder approval, and were adopted on
July 14, 1999 by the board of directors or incorporators.