EXHIBIT 3.5(a)
RESTATED ARTICLES OF INCORPORATION OF
MCRAE'S, INC.
Pursuant to Section 64 of the Mississippi Business Corporation Act, the
undersigned corporation, pursuant to a resolution duly adopted by its Board of
Directors and Shareholders, hereby adopts the following Restated Articles of
Incorporation which restate the Charter of Incorporation approved by the
Secretary of State on December 31, 1926, and subsequent amendments thereto:
1. The name of the corporation is McRae's, Inc.
2. The period of existence of the corporation shall be ninety-nine
years.
3. The purposes for which the corporation is formed are:
To conduct a general mercantile business, to operate a store or
stores; to buy and sell at retail and wholesale, and for cash or on
credit, and otherwise handle, sell, and deal in and deal with all
types of merchandise commonly sold and bought in department stores or
general stores, such as (but not limited to) all kinds of dry goods,
shoes, clothing of all kinds, housewares, hardware, furniture,
novelties, notions, groceries, and every kind of goods and merchandise
bought and sold by department stores; and otherwise to manufacture,
purchase or otherwise acquire, own, mortgage, pledge, sell, assign and
transfer or otherwise dispose of, to invest, trade, deal in or deal
with, goods, ware, and merchandise and real and personal property of
every class and description.
To buy, own, lease, sell or otherwise acquire or dispose of land,
buildings; and equipment for the carrying on of a department store
business or in connection with the operation of a store or stores; and
to develop, operate, own, lease, or sell real estate of every type or
description, including but not limited to shopping centers, shopping
malls, office buildings, and all other types of real estate
development.
To own and operate restaurants.
To do all and everything necessary, suitable and proper for the
accomplishment of any of the purposes or the attainment of any of the
objects or the furtherance of any of the powers herein set
forth, either alone or in association with other corporations, firms,
or individuals, and to do every other act or acts, thing or things,
incidental or pertinent to or growing out of or connected with the
aforesaid objects or purposes or any part of parts thereof.
4. The amount of authorized capital stock is three million (3,000,000)
shares of capital stock all of one class, with each share having a par value of
One and No/100 Dollars ($1.00) each.
5. The par value of shares is One and No/100 Dollars ($1.00).
6. The names of the 1926 incorporators are:
S.P. McRae, Jackson, Mississippi
F.M. McRae, Jackson, Mississippi
D.I. Meredith, Jackson, Mississippi
7. The domicile is at Jackson, Hinds County, Mississippi.
8. The rights and powers that may be exercised by this corporation are
those conferred by the provisions of Chapter 24, Code of 1906, and the
Mississippi laws amendatory thereof.
These Restated Articles of Incorporation correctly set forth without change
the corresponding provisions of the Charter of Incorporation of this corporation
as heretofore amended, and these Restated Articles of Incorporation supersede
the original Charter of Incorporation and all amendments thereto.
This Restatement of the Articles of Incorporation of the corporation was
adopted by the shareholders on May 6, 1986 by the vote of 1,188,753 shares for
such restatement and 0 shares against such restatement.
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Executed in duplicate on May 6, 1986.
MCRAE'S, INC.
By: /s/ RICHARD D. McRAE, JR.
------------------------------------
President
By: /s/ D. CARL BLACK, JR
------------------------------------
Secretary
STATE OF MISSISSIPPI
COUNTY OF HINDS
I, Nancy P. Bush , a notary public, do hereby certify that on this 6th day
of May, 1986, personally appeared before me Richard D. McRae, Jr., who being by
me first duly sworn, declared that he is the President of McRae's, Inc., that he
executed the foregoing document as President of the corporation, and that the
statements contained therein are true.
NANCY P. BUSH
----------------------------------------
NOTARY PUBLIC
My Commission Expires:
7/9/89
(Notarial Seal)
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(TO BE EXECUTED IN DUPLICATE)
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
McRAE's, INC.
Pursuant to the provisions of Section 61 of Mississippi Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:
FIRST: The name of this corporation is McRae's, Inc.
SECOND: The following amendment of the Articles of Incorporation was
adopted by the shareholders of the corporation on May 6 1986 in the manner
prescribed by the Mississippi Business Corporation Act.
(Insert Amendment)
The Articles of Incorporation are hereby amended to add a new paragraph 9,
to read in full as follows:
9. The corporation elects not to be governed by the Mississippi
Shareholder Protection Act, Miss. Code Ann. Section 79-25-1.
THIRD: The number of shares of the corporation outstanding at the time of
such adoption was 1,188,753 and the number of shares entitled to vote thereon
was 1,188,753 .
FOURTH: The designation and number of outstanding shares of each class
entitled to vote thereon as a class were as follows:
Class (Note 1) Number of Shares
- ----- -------- ----------------
None
FIFTH: The number of shares voted for such amendment was 1,188,753 and the
number of shares voted against such amendment was 0
SIXTH: The number of shares of each class entitled to vote thereon as a
class voted for and against such amendment respectively, was:
Number of Shares Voted
----------------------
Class (Note 1) For Against
- ----- -------- --- -------
None
SEVENTH: The manner, if not set forth in such amendment, in which any
exchange, reclassification, or cancellation of issued shares provided for in the
amendment shall be effected, is as follows: (Note 2)
No Change
EIGHTH: The manner in which such amendment effects a change in the amount
of stated capital and the amount of stated capital (expressed in dollars) as
changed by such amendment, are as follows: (Note 2)
No Change
Dated June 2 1986 McRAE'S, INC.
(Exact Corporate Title)
By /s/ RICHARD D. MCRAE, JR.
-------------------------------------
Richard D. McRae, Jr.
Notes: 1. If inapplicable, Its __________________ President
insert "None".
By: /s/ D. CARL BLACK, JR.
------------------------------------
D. Carl Black, Jr.
Its _________________ Secretary
STATE OF MISSISSIPPI
SS
COUNTY OF HINDS
I, Mildred Harden, a notary public, do hereby certify that on this 2nd day
of June, 1986 personally appeared before me Richard D. McRae, Jr., who, being by
me first duly sworn, declared that he is the President of McRae's, Inc. that he
executed the foregoing document as President of the corporation, and that the
statements therein contained are true.
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/s/ MILDRED HARDEN
----------------------------------------
Notary Public
My commission expires __________
(NOTARIAL SEAL)
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F001-Page 1 of 3
OFFICE OF THE MISSISSIPPI SECRETARY OF STATE
P.O. BOX 136, JACKSON, MS 39205-0136 (601) 359-1333
Articles of amendment
The undersigned persons, pursuant to Section 79-4-10.06 (if a profit
corporation) or Section 79-11-305 (if a nonprofit corporation) of the
Mississippi Code of 1972, hereby execute the following document and set
forth:
1. Type of Corporation
[X] Profit [ ] Nonprofit
2. Name of Corporation
McRae's, Inc.
3. The future effective date is _____________
(Complete if applicable)
4. Set forth the text of each amendment adopted.
5. If an amendment for a business corporation provides for an exchange,
reclassification, or cancellation of issued shares, set forth the provisions for
implementing the amendment if they are not contained in the amendment itself.
(Attach page)
6. The amendment(s) was (were) adopted on
03/6/2006 Date(s)
FOR PROFIT CORPORATION (Check the appropriate box)
Adopted by [ ] the incorporators [ ] directors without shareholder action
and shareholder action was not
required.
FOR NONPROFIT CORPORATION (Check the appropriate box)
Adopted by [ ] the incorporators [ ] board of directors without member
action and member action was not
required.
FOR PROFIT CORPORATION
7. If the amendment was approved by shareholders
(a) The designation, number of outstanding shares, number of votes entitled to
be cast by each voting group entitled to vote separately on the amendment, and
the number of votes of each voting group indisputably represented at the meeting
were
No of No of votes No of votes
Designation outstanding shares entitled to be cast indisputably represented
- ----------- ------------------ ------------------- ------------------------
30,000,000
Shares -153,818- -153,818- -0-
F001-Page 2 of 3
OFFICE OF THE MISSISSIPPI SECRETARY OF STATE
P.O. BOX 136, JACKSON, MS 39205-0136 (601) 359-1333
Articles of amendment
________ _________________ ________________ ______________________
(b) EITHER
(i) the total number of votes cast for and against the amendment by each
voting group entitled to vote separately on the amendment was
Total no. of votes Total no. of votes
Voting group cast FOR cast AGAINST
- ------------ ------------------ ------------------
Common -153,818- -0-
__________ __________________ __________________
OR
(ii) the total number of undisputed votes cast for the amendment by each
voting group was
total no. of undisputed
Voting group votes cast FOR the plan
- ------------ -----------------------
__________ _____________________
__________ _____________________
and the number of votes cast for the amendment by each voting group was
sufficient for approval by that voting group.
FOR NONPROFIT CORPORATION
8. If the amendment was approved by the members
(a) The designation, number of memberships outstanding, number of votes entitled
to be cast by each class entitled to vote separately on the amendment, and the
number of votes of each class indisputably represented at the meeting were
No. of memberships No. of votes No. of votes
Designation outstanding entitled to be cast indisputably represented
- ----------- ------------------ ------------------- ------------------------
_________ ________________ _________________ ______________________
_________ ________________ _________________ ______________________
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F001-Page 3 of 3
OFFICE OF THE MISSISSIPPI SECRETARY OF STATE
P.O. BOX 136, JACKSON, MS 39205-0136 (601) 359-1333
Articles of amendment
(b) EITHER
(i) the total number of votes cast for and against the amendment by each
class entitled to vote separately on the amendment was
total no. of votes Total no. of votes
Voting class cast FOR cast AGAINST
- ------------ ------------------ ------------------
__________ ________________ ________________
__________ ________________ ________________
OR
(ii) the total number of undisputed votes cast for the amendment by each
class was
total no. of undisputed
Voting class votes cast FOR the amendment
- ------------ ----------------------------
__________ __________________________
__________ __________________________
and the number of votes cast for the amendment by each voting group was
sufficient for approval by that voting proud.
Signature (Please keep writing within blocks)
By: /s/ JAMES H. BAIREUTHER
---------------------------------
Printed Name Title
James H. Baireuther Senior Vice President and
Chief Administrative Officer
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ATTACHMENT
4. Set forth the text of each amendment adopted.
The name of the corporation is: Carson Pirie Scott II, Inc.
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