Exhibit 3.9
STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
CERTIFICATE OF EXISTENCE
To Whom These Presents Come, Greeting:
I, SUE ANNE GILROY, Secretary of State of Indiana, do hereby certify that
I am, by virtue of the laws of the State of Indiana, the custodian of the
corporate records and the proper official to execute this certificate.
I further certify that records of this office disclose that
NORTH AMERICAN DISTRIBUTION SYSTEMS INC
filed Articles of Incorporation on October 07, 1965, and is a corporation duly
organized and existing under and by virtue of the laws of the State of Indiana.
I further certify this corporation has filed its most recent annual report
required by Indiana law with the Secretary of State, or is not yet required to
file such annual reports, and that Articles of Dissolution have not been filed.
[SEAL] In Witness Whereof, I have hereunto set my
hand and affixed the seal of the State of
SEAL OF THE STATE OF INDIANA Indiana, at the City of Indianapolis, this
Sixteenth day of November, 1999.
1816
/s/ Sue Anne Gilroy
SUE ANNE GILROY, Secretary of State
[Illegible
Initials]
-----------
Deputy
Corporate Certificate No. 1
(Jan. 1954)
10M-
STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
John D. Bottorff, Secretary of State
CERTIFICATE OF INCORPORATION
OF
TRI-CITY MOVING & STORAGE, INC.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
I, John D. Bottorff, Secretary of State of the State of Indiana, hereby
certify that Articles of Incorporation of the above Corporation, in the form
prescribed by my office, prepared and signed in triplicate by all of the
incorporators, and acknowledged and verified by at least three of them before a
Notary Public, have been presented to me at my office accompanied by the fees
prescribed by law; that I have found such Articles conform to law; that I have
endorsed my approval upon the triplicate copies of such Articles; that all fees
have been paid as required by law; that one copy of such Articles has been filed
in my office; and that two copies of such Articles bearing the endorsement of my
approval and filing has been returned by me to the incorporators or their
representatives; all as prescribed by the provisions of the Indiana General
Corporation Act, as amended.
Wherefore, I hereby issue to such Corporation this Certificate of
Incorporation, and further certify that its corporate existence has begun.
In Witness Whereof, I have hereunto set my hand and
affixed the seal of the State of Indiana, at the City of
[STATE SEAL] Indianapolis, this 7th day of OCTOBER, 1965
________________________________________________________
John D. Bottorff, Secretary of State
By______________________________________________________
Deputy
APPROVED
AND
FILED
OCT 7 1979
/s/ John D. Bottorff
SECRETARY OF STATE OF INDIANA
Corporate Form No. 1 (Mar. 1950)--Page One
ARTICLES OF INCORPORATION
Prescribed by the Secretary of State of Indiana
Use White Paper--Size 8x10 1/2 Inches
Filing Requirements--Present 3 Executed Copies
to Secretary of State
Recording Requirements--Record 1 of such 3
Executed Copies, as Approved and Returned by
Secretary of State, with Recorder of County
where Principal Office is Located.
ARTICLES OF INCORPORATION
OF
Tri-City Moving & Storage, Inc.
The undersigned incorporators, desiring to form a corporation (hereinafter
referred to as the "Corporation") pursuant to the provisions of The Indiana
General Corporation Act, as amended (hereinafter referred to as the "Act"),
execute the following Articles of Incorporation.
ARTICLE I
Name
The name of the Corporation is Tri-City Moving & Storage, Inc.
ARTICLE II
Purposes
The purposes for which the Corporation is formed are:
(a) To buy, sell, distribute, warehouse and transport all kinds of
goods, wares, merchandise and commodities, including all
kinds of tangible or intangible property.
(b) To transport for hire as a common or contract or private
carrier all kinds of goods, wares, merchandise and
commodities, including all kinds of tangible or intangible
property.
(c) To own, lease, maintain and operate warehouses and other
appropriate facilities for the storage or safe-keeping for
hire of all kinds of goods, wares, merchandise and
commodities, including all kinds of tangible or intangible
property.
(d) To acquire in any lawful manner and to hold, use, lease,
exchange and dispose of any kind of property, real or personal
or mixed, including specifically but not limited to stocks,
bonds, securities or other evidence of indebtedness of this or
any other corporation or for any person or persons whomsoever.
(e) To borrow and/or loan money with or without security and to
execute guarantee agreements and to mortgage, pledge, or
otherwise secure with property of this corporation any
indebtedness incurred by this corporation.
(f) To do any act which facilitates the achievement of any of the
aforesaid purposes.
Corporate Form No. 1 (Mar. 1950)--Page Two
ARTICLE III
Term of Existence
The period during which the Corporation shall continue is perpetual
ARTICLE IV
Principal Office and Resident Agent
The post-office address of the principal office of the Corporation is 445
N. Sheridan Ave., P. 0. Box 3093, South Bend, St. Joseph County, Indiana and the
name and post-office address of its Resident Agent in charge of such office is
Dan Webber, 4221 Woodvale Drive, South Bend, St. Joseph County, Indiana
ARTICLE V
Amount of Capital Stock
The total number of shares into which the authorized capital stock of the
Corporation is divided is one thousand (1,000) shares consisting of __________
shares with the par value of $__________ per share, and __________ shares
without par value.
Such shares without par value shall be issued by the corporation from time to
time for such an amount of consideration as may be determined from time to time
by the board of directors.
ARTICLE VI
Terms of Capital Stock
Such shares may be sold by the corporation for such an amount of consideration
as shall be fixed from time to time by the board of directors. Transfers of
shares may be made only upon the books of the corporation by the holder named in
the certificate thereof or his attorney duly authorized in writing, and upon
surrender of such certificate properly endorsed by such holder or by the
secretary when authorized by the board of directors with or without the
surrender of such certificate.
The corporation shall have the right to treat the holder of record of any share
as the holder in fact thereof and accordingly shall not be bound to recognize
any equitable or other claim to or interest in such share on the part of any
other person whether or not it shall have the express or other notice thereof.
Corporate Form No. 1 (Mar. 1950)--Page Three
ARTICLE VII
Voting Rights of Capital Stock
Each share of stock shall be entitled to one vote.
ARTICLE VIII
Paid-in Capital
The amount of paid-in capital, with which the Corporation is beginning
business, is $ One Thousand ($1,000.00)
ARTICLE IX
Data Respecting Directors
Section 1. Number. The maximum number of directors shall be 15. The exact
number of directors may be specified from time to time by the bylaws at not less
than 3 nor more than 15; whenever the bylaws do not so specify, the exact number
will be 3.
Section 2. Qualifications. Directors need not be shareholders of the
Corporation. A majority of the Directors at any time shall be citizens of the
United States.
ARTICLE X
Further Data Respecting Directors
Section 1. Names and Post-Office Addresses. The names and post-office
addresses of the first Board of Directors of the Corporation are as follows:
Name Number and Street or Building City Zone State
---- ----------------------------- ---- ---- -----
James D. Edgett P. O. Box 988 Fort Wayne 1 Indiana
Paul Clarke P. O. Box 988 Fort Wayne 1 Indiana
K. W. Maxfield 5760 Cote de Liesse Rd. Mount Royal, Montreal, Quebec
Section 2. Citizenship. All of such Directors are citizens of the United
States.
Corporate Form No. 1 (Mar. 1950)--Page Four
ARTICLE XI
Data Respecting Incorporators
Section 1. Names and Post-Office Addresses. The names and post-office
addresses of the incorporators of the Corporation are as follows:
Name Number and Street or Building City Zone State
---- ----------------------------- ---- ---- -----
James D. Edgett P. O. Box 988 Fort Wayne 1 Indiana
Paul Clarke P. O. Box 988 Fort Wayne 1 Indiana
K. W. Maxfield 5760 Cote de Liesse Rd. Mount Royal, Montreal, Quebec
Section 2. Age and Citizenship. All of such incorporators are of lawful
age; and all of such incorporators are citizens of the United States.
Section 3. Compliance with Provisions of Sections 15 and 16 of the Act.
The undersigned incorporators hereby certify that the person or persons
intending to form the Corporation first caused lists for subscriptions to the
shares of the capital stock of the Corporation to be opened at such time and
place as he or they determined; when such subscriptions had been obtained in an
amount not less than $1,000, such person or persons, or a majority of them,
called a meeting of such subscribers for the purpose of designating the
incorporators and of electing the first Board of Directors; the incorporators so
designated are those named in Section 1 of this Article; and the Directors so
elected are those named in Section 1 of Article X.
ARTICLE XII
Provisions for Regulation of Business and Conduct
of Affairs of Corporation
Both shareholders and directors shall have the power to make, alter, amend or
repeal the bylaws of the corporation. Meetings of the shareholders may be held
either within or without the state of Indiana if the bylaws so provide. The
books of the corporation, except the duplicate stock register or transfer book,
may be kept either within or without the state of Indiana at such place or
places as may be, from time to time, designated by the board of directors. The
corporation reserves the right to alter, amend, change or repeal any provision
contained in these articles of incorporation in the manner now or hereafter
prescribed by statute and all rights confined upon shareholders herein are
granted subject to this reservation.
Corporate Form No. 1 (Mar. 1950)--Page Five
IN WITNESS WHEREOF, the undersigned, being all of the incorporators
designated in Article XI, execute these Articles of Incorporation and certify to
the truth of the facts herein stated, this 1st day of October, 1965.
/s/ James D. Edgett
----------------------------
(Written Signature)
James D. Edgett
----------------------------
(Printed Signature)
/s/ Paul Clarke
----------------------------
(Written Signature)
Paul Clarke
----------------------------
(Printed Signature)
/s/ K. W. Maxfield
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(Written Signature)
K. W. Maxfield
----------------------------
(Printed Signature)
STATE OF INDIANA }
} SS:
COUNTY OF Allen }
I, the undersigned, a Notary Public duly commissioned to take
acknowledgments and administer oaths in the State of Indiana, certify that James
D. Edgett, Paul Clarke and K. W. Maxfield, being all of the incorporators
referred to in Article XI of the foregoing Articles of Incorporation, personally
appeared before me; acknowledged the execution thereof; and swore to the truth
of the facts therein stated.
WITNESS my hand and Notarial Seal this 6th day of October, 1965.
/s/ Evelyn D. Fox
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(Written Signature)
Evelyn D. Fox
----------------------------
(Printed Signature)
Notary Public
My commission expires
EVELYN D. FOX
My commission expires Feb. 22, 1968
This instrument was prepared by Terry G. Fewell, Attorney at Law, P. 0. Box 988,
Fort Wayne, Indiana
Form SSC-32
State Form 37020
JAN 14 1983
MICROFILMED
STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
CERTIFICATE OF AMENDMENT
OF
TRI-CITY MOVING & STORAGE, INC.
I, EDWIN J. SIMCOX, Secretary of State of Indiana, hereby certify that
Articles of Amendment for the above Corporation have been filed in the form
prescribed by my office, prepared and signed in duplicate in accordance with
Chapter Four of the Indiana General Corporation Act (IC 23-1-4). The name is
amended to:
NORTH AMERICAN DISTRIBUTION SYSTEMS, INC.
NOW, THEREFORE, upon due examination, I find that the Articles of
Amendment conform to law, and have endorsed my approval upon the duplicate
copies of such Articles; that all fees have been paid as required by law; that
one copy of such Articles has been filed in my office; and that the remaining
copy of such Articles bearing the endorsement of my approval and filing has been
returned by me to the Corporation.
In Witness Whereof, I have hereunto set my hand and affixed
the seal of the State of Indiana, at the City of Indianapolis,
[STATE SEAL] this 27th day of December, 1982
--------------------------------------------------------------
EDWIN J. SIMCOX, Secretary of State
By
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Deputy
Corporate Form No. 102 (Jan. 1971)--Page One
ARTICLES OF AMENDMENT (Amending Individual
Articles Only)
APPROVED Prescribed by Larry A. Conrad, Secretary of State
AND of Indiana
FILED
DEC 27 1982 Use Size 8 1/2 x 11 White Paper for Inserts
/s/ Edwin J. Simcox
SECRETARY OF STATE Filing Requirements--Present 2 Executed Copies to
OF INDIANA Secretary of State, Room 155, State House
Indianapolis 46204
Recording Requirements--Not required. However, if
the name of the Corporation is changed by these
Articles, a certified Certificates of Amendment
must be filed with the County Recorder of every
County where the Corporation owns real property
in Indiana.
ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
Tri-City Moving & Storage, Inc.
The undersigned officers of Tri-City Moving & Storage, Inc. (hereinafter
referred to as the "Corporation") existing pursuant to the provisions of the
Indiana General Corporation Act, as amended (hereinafter referred to as the
"Act"), desiring to give notice of corporate action effectuating amendment of
certain provisions of its Articles of Incorporation, certify the following
facts:
ARTICLE I
Text of the Amendment
The exact text of Article(s) I and II of the Articles of Incorporation of
the Corporation, as amended (hereinafter referred to as the "Amendments"), now
is as follows:
Article I
The name of the corporation is North American Distribution Systems, Inc.
Article II
See attached.
(IND. - 929 - 12/5/74)
Article II
The purposes for which the Corporation is formed are:
(1) To establish and carry on activities in connection with the warehousing,
including cold and dry storage, transportation, and distribution of all
goods, wares, merchandise and commodities; to maintain, buy, lease, hire,
build or otherwise operate buildings, storage houses and conveniences for
the care, keeping and transportation of such goods, wares, merchandise and
commodities; to issue warehouse receipts and make advances and loans upon
the security thereof; and to otherwise acquire, sell, mortgage, pledge,
lease, own or manage real or personal property and engage in such
activities necessary and incident to the purposes set forth above.
(2) To buy, sell, hold, take and receive by way of absolute or security title,
and own and otherwise deal in merchandise, real and personal property of
any and every kind, nature and description.
(3) To borrow money and to issue, sell, pledge, mortgage or hypothecate any of
its real or personal properties to secure such loans.
(4) To do any and all other things necessary and incident to the foregoing, or
to do any and all things otherwise permissible under Title 23, Article I,
Chapter 2 of the Indiana Statutues.
Corporate Form No. 102 (Jan. 1971)--Page Two
Prescribed by Larry A. Conrad, Secretary of State
of Indiana
ARTICLE II
Manner of Adoption and Vote
Section 1. Action by Directors (select appropriate paragraph).
(a) The Board of Directors of the Corporation, at a meeting thereof, duly
called, constituted and held on ________________________, 19__, at which a
quorum of such Board of Directors was present, duly adopted a resolution
proposing to the Shareholders of the Corporation entitled to vote in respect the
Amendments that the provisions and terms of Article ______ of its Articles of
Incorporation be amended so as to read as set forth in the Amendments; and
called a meeting of such shareholders, to be held ________________________,
19__, to adopt or reject the Amendments, unless the same were so approved prior
to such date by unanimous written consent.
(b) By written consent executed on October 4, 1982, signed by all of the
members of the Board of Directors of the Corporation, a resolution was adopted
proposing to the Shareholders of the Corporation entitled to vote in respect of
the Amendments, that the provisions and terms of Articles of its Articles of
Incorporation be amended so as to read as set forth in the Amendments, and a
meeting of such shareholders was called to be held October 25, 1982, to adopt or
reject the Amendments, unless the same were so approved prior to such date by
unanimous written consent.
Section 2. Action by Shareholders (select appropriate paragraph).
(a) The Shareholders of the Corporation entitled to vote in respect of the
Amendments, at a meeting thereof, duly called, constituted and held on
________________________, 19__, at which _______________________________________
________________________________________________________________________________
________________________________________________________________________________
were present in person or by proxy, adopted the Amendments.
The holders of the following classes of shares were entitiled to vote as a
class in respect of the Amendments:
(1)
(2)
(3)
(IND. - 929)
Corporate Form No. 102 (Jan. 1971)--Page Three
Prescribed by Larry A. Conrad, Secretary of State
of Indiana
The number of shares entitled to vote in respect of the Amendments, the
number of shares voted in favor of the adoption of the Amendments, and the
number of shares voted against such adoption are as follows:
Total Shares Entitled to Vote as a Class
----- (as listed immediately above)
-----------------------------
(1) (2) (3)
Shares entitled to vote: _________ _________ _________ _________
Shares voted in favor: _________ _________ _________ _________
Shares voted against: _________ _________ _________ _________
(b) By written consent executed on October 25, 1982, signed by the
holders of 1,000 shares of the Corporation, being all of the shares of the
Corporation entitled to vote in respect of the Amendments, the Shareholders
adopted the Amendments.
Section 3. Compliance with Legal Requirements.
The manner of the adoption of the Amendments, and the vote by which they
were adopted, constitute full legal compliance with the provisions of the Act,
the Articles of Incorporation, and the By-Laws of the Corporation.
ARTICLE III
Statement of Changes Made With Respect to Any Increase
In The Number of Shares Heretofore Authorized
Aggregate Number of Shares
Previously Authorized ____________
Increase ____________
Aggregate Number of Shares
To Be Authorized After Effect of This Amendment ____________
(IND. - 929)
Corporate Form No. 102 (Jan. 1971)--Page Four
Prescribed by Larry A. Conrad, Secretary of State
of Indiana
IN WITNESS WHEREOF, the undersigned officers execute these Articles of
Amendment of the Articles of Incorporation of the Corporation, and certify to
the truth of the facts herein stated, this 7th day of December, 1982.
/s/ Kenneth W. Maxfield /s/ Margaret S. Vegeler
- ----------------------------------- ----------------------------------------
(Written Signature) (Written Signature)
Kenneth W. Maxfield Margaret S. Vegeler
- ----------------------------------- ----------------------------------------
(Printed Signature) (Printed Signature)
President of Secretary of
Tri-City Moving & Storage, Inc. Tri-City Moving & Storage, Inc.
- ----------------------------------- ----------------------------------------
(Name of Corporation) (Name of Corporation)
STATE OF INDIANA }
} SS:
COUNTY OF Allen }
I, the undersigned, a Notary Public duly commissioned to take
acknowledgements and administer oaths in the State of Indiana, certify that
Kenneth W. Maxfield, the President, and Margaret S. Vegeler, the Secretary of
Tri-City Moving & Storage, Inc., the officers executing the foregoing Articles
of Amendment of the Articles of Incorporation, personally appeared before me,
acknowledged the execution thereof, and swore to the truth of the facts therein
stated.
Witness my hand and Notarial Seal this 7th day of December, 1982.
/s/ Carol J. Korte
-----------------------------------
(Written Signature)
Carol J. Korte
-----------------------------------
(Printed Signature)
My Commission Expires: Notary Public
July 15, 1986
- ------------------------------------
COUNTY OF RESIDENCE: Allen
This instrument was prepared by Mark J. Fritz , Attorney at Law,
------------------------------
(Name)
P.O. Box 988 Fort Wayne Indiana 46801
- --------------------------------------------------------------------------------
(Number and Street or Building) (City) (State) (Zip Code)
(IND. - 929)
STATE OF INDIANA, ALLEN COUNTY, SS: FEB 11 1983 83-000728
MICROFILMED
ALLEN COUNTY Recorder's Office.
I, Virginia L. Young, Recorder in and for said County, do hereby certify
that the above is a true and complete copy of the record of a Assumed Name
Certificate for North American Distribution Systems, Inc. d/b/a NADS as the same
appears on the Records of this office in Fort Wayne, Allen County, Indiana.
Document No. 83-00727, of which record I am the lawful custodian.
- -----------------------------
1983 JAN 13 AM 10:08
ALLEN COUNTY RECORDER
/s/ Virginia L. Young
APPROVED WITNESS my hand and official seal, at Fort Wayne, Indiana,
[ILLEGIBLE] this 13th day of January A.D. 1983
JAN [ILLEGIBLE] 1983
[ILLEGIBLE] /s/ Virginia L. Young
----------------------------------------------------------
Recorder Allen County, Indiana.
ASSUMED NAME CERTIFICATE 83-000727
Kenneth W. Maxfield and Margaret S. Vegeler
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(Pres. or Vice-Pres) (Secy or Asst. Secy)
being duly sworn depose and say that: North American Distribution Systems, Inc.,
------------------------------------------
(Name of Corporation)
a corporation organized under the laws of the State of Indiana will conduct and
transact business or have an office in the County of Allen State of Indiana,
under the name of NADS ; That the full and true name of this
-----------------
assumed name
corporation is North American Distribution Systems, Inc. and the address of its
principal office in the State of Indiana is P. 0. Box 988, Fort Wayne, Indiana
46801.
Witness our hands and seal this 7th day of December, 1982.
North American Distribution Systems, Inc.
-----------------------------------------
(Name of Corporation)
/s/ Kenneth W. Maxfield
-----------------------------------------
(Pres. of Corporation)
Kenneth W. Maxfield
/s/ Margaret S. Vegeler
-----------------------------------------
(Secy of Corporation)
Margaret S. Vegeler
1983 JAN 13 AM 10:07
ALLEN COUNTY RECORDER
/s/ Virginia L. Young
STATE OF Indiana )
) SS.
COUNTY OF Allen )
Subscribed and sworn to by Kenneth W. Maxfield and Margaret S. Vegeler
upon their oaths before me, a Notary Public in and for said County and State
this 7th day of December, 1982.
/s/ Carol J. Korte
---------------------------
Notary Public
7/15/86
---------------------------
Commission expires
County of Residence: Allen
This instrument was prepared
by: /s/ Mark J. Fritz
---------------------
Mark J. Fritz
I, Virginia L. Young, RECORDER OF ALLEN COUNTY, Allen County, Indiana, hereby
certify that the above and foregoing is a true, full and correct copy of a
certain Certificate of Use of Assumed Name filed by North American Distribution
Systems, Inc., an Indiana Corporation, as the same appears and remains in the
records of my office. Witness by hand and the seal of my office this 13th day of
January, 1983.
/s/ Virginia L. Young
---------------------------------
RECORDER OF ALLEN COUNTY, INDIANA
(Seal)