EXHIBIT 3.55
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
W.A. WHITNEY CORP.
* * * * *
ARTICLE I. NAME
(Restated)
The name of the corporation is W.A. WHITNEY CORP.
ARTICLE II. REGISTERED AGENT AND REGISTERED OFFICE
(Restated)
The name and address of its registered agent and its registered office in
the State of Illinois are C T Corporation System, 208 S. LaSalle Street,
Chicago, Illinois 60604.
ARTICLE III. PURPOSE
(Amended)
The purpose for which the corporation is organized is the transaction of
any and all lawful business for which corporations may be incorporated under the
Illinois Business Corporation Act.
ARTICLE IV. AUTHORIZED SHARES
RESTATED
Paragraph l: The aggregate number of shares which the corporation is
authorized to issue is 30,000 divided into two classes. The designation of each
class, the number of shares of each class, and the par value, if any, of the
shares of each class, or a statement that the shares of any class are without
par value, are as follows:
Number of Par Value
Shares Per Share
Common 20,000 Without par value
Preferred 10,000 $100.00
Paragraph 2: The preferences, qualifications, limitations, restrictions
and the special or relative rights in respect of the shares of each class are:
Each holder of either common or preferred stock is entitled to one vote
for each share of such stock standing in his name on the books of the
corporation.
The holders of preferred shares shall be entitled to receive dividends
thereon at the rate of six per cent per annum and no more, payable out of
surplus or net profits of the corporation, quarterly, half-yearly or yearly, as
and when declared by the board of directors, before any dividend shall be
declared, set apart for, or paid upon the common shares of the corporation. The
dividends on the preferred stock shall be cumulative, so that if the corporation
fails in any fiscal year to pay such dividends on all of the issued and
outstanding preferred stock, such deficiency in the dividends shall be fully
paid, but without interest, before any dividends shall be paid on or set apart
for the common shares. Subject to the foregoing provisions, the preferred stock
shall not be entitled to participate in any other or additional surplus or net
profits of the corporation.
In the event of the dissolution or liquidation of the corporation, or a
sale of all its assets, whether voluntary or involuntary, or in event of its
insolvency or upon any distribution of its capita, there shall be paid to the
holders of the preferred stock its par value of $100 per share plus the amount
of all unpaid accrued dividends thereon, without interest before any sum shall
be paid to or any assets distributed among the holders of the common shares.
After such payment to the holders of the preferred stock, the remaining assets
and funds of the corporation shall be divided among and paid to the holders of
the common shares in proportion to the respective holdings of such shares.
ARTICLE V. ISSUED SHARES AND PAID-IN CAPITAL
RESTATED
The total number of shares of common stock currently issued and
outstanding is 7,319 and the total number of shares of preferred stock currently
issued and outstanding is 8,269. The amount of paid-in capital with respect to
such shares is $835,936.
ARTICLE VI. CUMULATIVE VOTING
(New)
The right to cumulate votes in the election of directors shall not exist
with respect to shares of stock of this corporation.
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ARTICLE VII. PREEMPTIVE RIGHTS
(New)
No preemptive rights shall exist with respect to shares of stock or
securities convertible into shares of stock of this corporation.
ARTICLE VIII. DIRECTORS
(New)
The business and affairs of the corporation shall be managed by or under
the direction of the board of directors.
ARTICLE IX. BYLAWS
(New)
In furtherance and not in limitation of the powers conferred by statute,
the board of directors is expressly authorized to make, alter or repeal the
bylaws of the corporation.
ARTICLE X. AMENDMENT
(New)
The corporation reserves the right to amend, alter, change or repeal any
provision contained in these articles of incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon shareholders
herein are granted subject to this reservation.
Dated: February 10, 1989
/s/ Theodore F. Brolund
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Theodore F. Brolund, President
Attest: /s/ R. W. Stevenson
-----------------------------
Robert W. Stevenson,
Secretary
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JIM EDGAR
Secretary of State
State of Illinois
Submit in Duplicate
Remit payment in Check or Money
Order, payable to "Secretary of
State":
DO NOT SEND CASH!
ARTICLES OF AMENDMENT
Pursuant to the provisions of "The Business Corporation Act of 1983", the
undersigned corporation hereby adopts these Articles of Amendment to its
Articles of Incorporation.
ARTICLE ONE The name of the corporation is W.A. WHITNEY CORP. (Note 1)
ARTICLE TWO The following amendment of the Articles of Incorporation was
adopted on March 6th, 1991 in the manner indicated below.
("X" one box only.)
[ ] By a majority of the incorporators, provided no directors were
named in the articles of incorporation and no directors have been
elected; or by a majority of the board of directors, in accordance
with Section 10.10, the corporation having issued no shares as of
the time of adoption of this amendment;
(Note 2)
[X] By a majority of the board of directors, in accordance with
Section 10.15, shares having been issued but shareholder
action not being required for the adoption of the amendment;
(Note 3)
[ ] By the shareholders, in accordance with Section 10.20, a
resolution of the board of directors having been duly adopted
and submitted to the shareholders. At a meeting of
shareholders, not less than the minimum number of votes
required by statute and by the articles of incorporation were
voted in favor of the amendment;
(Note 4)
[ ] By the shareholders, in accordance with Sections 10.20 and
7.10, a resolution of the board of directors having been duly
adopted and submitted to the shareholders. A consent in
writing has been signed by shareholders having not less than
the minimum number of votes required by statute and by the
articles of incorporation. Shareholders who have not consented
in writing have been given notice in accordance with Section 7.10;
(Note 4)
[ ] By the shareholders, in accordance with Sections 10.20 and
7.10, a resolution of the board of directors have been duly
adopted and submitted to the shareholders. A consent in
writing has been signed by all the shareholders entitled to
vote on this amendment.
(Note 4)
(INSERT AMENDMENT)
(Any article being amended is required to be set forth in its entirety.)
(Suggested language for an amendment to change the corporate name is: RESOLVED,
that the Articles of Incorporation be amended to read as follows:)
RESOLVED: That Article I of the Articles of Incorporation be
amended to read as
follows: ARTICLE I. NAME The name of the corporation is W. A.
WHITNEY CO.
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(NEW NAME)
All changes other than name, include on page 2
(over)
Page 2
Resolution
ARTICLE THREE The manner in which any exchange, reclassification or
cancellation of issued shares, or a reduction of the number of
authorized shares of any class below the number of issued
shares of that class, provided for or effected by this
amendment, is as follows: (If not applicable, insert "No
change")
No change.
ARTICLE FOUR (a) The manner in which said amendment effects a change in the
amount of paid-in capital (Paid-in capital replaces the terms
Stated Capital and Paid in Surplus and is equal to the total
of these accounts) is as follows: (If not applicable, insert
"No change")
No change.
(b) the amount of paid-in capital (Paid in Capital replaces
the terms Stated Capital and Paid in Surplus and is equal to
the total of these accounts) as changed by this amendment is
as follows: (If not applicable, insert "No change")
No change.
Before Amendment After Amendment
Paid-in Capital $--------------- $---------------
(Complete either Item 1 or 2 below)
(1) The undersigned corporation has caused these articles to be signed by its
duly authorized officers, each of whom affirm, under penalties of perjury, that
the facts stated herein are true.
Dated 3 - 6 , 1991 W. A. WHITNEY CORP.
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(Exact Name of Corporation)
attested by /s/ R. W. Stevenson by /s/ Theodore F. Brolund
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(Signature of Secretary or (Signature of President or
Assistant Secretary) Vice President)
Robert W. Stevenson Theodore F. Brolund
Secretary President
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(Type or Print Name and Title) (Type or Print Name and Title)
(2) If amendment is authorized by the incorporators, the incorporators
must sign below.
OR
If amendment is authorized by the directors and there are no officers, then a
majority of the directors or such directors as may be designated by the board,
must sign below.
The undersigned affirms, under penalties of perjury, that the facts stated
herein are true.
Dated , 19
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