Exhibit 3.13
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
NAVTRANS INTERNATIONAL FREIGHT FORWARDING INC
filed Articles of Incorporation on February 24, 1975, and is a corporation duly
organized and existing under and by virtue of the laws of the State of Indiana.
I further certify that 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. 151
(Sept. 1969)
[LOGO] 3
STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
CERTIFICATE OF INCORPORATION
OF
NORTH AMERICAN DISTRIBUTIONS SYSTEMS, INC.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
I, LARRY A. CONRAD, 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 duplicate by the
incorporator(s), and acknowledged and verified by the same 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 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
incorporator(s) or his (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
[SEAL] the seal of the State of Indiana, at the City of Indianapolis,
this 24th day of February, 1975
--------------------------------------------------------------
LARRY A. CONRAD, Secretary of State
By
------------------------------------------------------------
Deputy
NOTE: This form may now also be used for incorporating pursuant to the Medical
Professional Corporation Act, the Dental Professional Corporation Act, and the
Professional Corporation Act of 1965, as well as the General Corporation Act. If
the corporation is to be formed pursuant to the authority of one of these
statutes other than the General Corporation Act, so indicate in the preamble
below, by striking the references to the three inappropriate statutes.
APPROVED
AND
FILED
FEB 24 1975
/s/ Larry A. Conrad
SECRETARY OF
STATE OF INDIANA
Corporate Form No. 101 (Jan. 1974) --Page One
ARTICLES OF INCORPORATION
Larry A. Conrad, Secretary of State of Indiana
Use White Paper--Size 8 1/2 x 11--For Inserts
Filing Requirements--Present 2 Executed Copies to Secretary of State, Room 155,
State House, Indianapolis 46204
Recording Requirements--Recording of Articles of Incorporation is no longer
required by the Indiana General Corporation Act.
ARTICLES OF INCORPORATION
OF
NORTH AMERICAN DISTRIBUTION SYSTEMS, INC.
The undersigned incorporator or incorporators, desiring to form a
corporation (hereinafter referred to as the "Corporation") pursuant to the
provisions of the Indiana General Corporation Act (Medical Professional
Corporation Act/Dental Professional Corporation Act/Professional Corporation Act
of 1965), as amended (hereinafter referred to as the "Act",) execute the
following Articles of Incorporation.
ARTICLE I
Name
The name of the Corporation is North American Distribution Systems, Inc.
ARTICLE II
Purposes
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, 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.
Page One(A)
(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 Statutes.
Corporate Form No. 101--Page Two
Prescribed by Larry A. Conrad, Secretary of State
(Jan. 1971)
ARTICLE III
Period of Existence
The period during which the Corporation shall continue is perpetual.
ARTICLE IV
Resident Agent and Principal Office
Section 1. Resident Agent. The name and address of the Resident Agent in
charge of the Corporation's principal office is
Lawrence P. Kahn P.O. Box 988
- --------------------------------------------------------------------------------
(Name) (Number and Street or Building)
Fort Wayne Indiana 46801
- --------------------------------------------------------------------------------
(City) (State) (Zip Code)
Section 2. Principal Office. The post office address of the principal
office of the Corporation is
P. O. Box 411 New Haven, Indiana 46801
- --------------------------------------------------------------------------------
(Number and Street or Building) (City) (State) (Zip Code)
ARTICLE V
Shares
Section 1. Number.
A. The total number of shares which the Corporation has authority to issue is
1,000.
B. The number of shares which the corporation designates as having par value
is ____ with a par value of $__________.
C. The number of shares which the corporation designates as without par value
is 1,000.
Section 2. Terms.
Such shares may be sold by the Corporation for such an amount of consideration
as shall, from time to time, be fixed 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 therefore, or by his attorney duly constituted in writing, and
upon surrender of such certificate properly endorsed by such holder; or the
secretary when so authorized by the Board of Directors, with or without the
surrender of such certificate.
Page Two (A)
The Corporation shall have the right to treat the holder of record of any share
as a holder in fact thereof, and accordingly, shall not be bound to recognize
any equitable or other claims, to, or interest in, such share on the part of any
other person, whether or not it shall have express or other notice thereof.
Each share of stock shall be entitled to one vote.
Corporate Form No. 101--Page Three
Prescribed by Larry A. Conrad, Secretary of State
(Jan. 1971)
ARTICLE VI
Requirements Prior To Doing Business
The Corporation will not commence business until consideration of the
value of at least $1,000.00 (one thousand dollars) has been received for the
issuance of shares.
ARTICLE VII
Director(s)
Section 1. Number of Directors. The initial Board of Directors is composed
of three member(s). The number of directors may be from time to time fixed by
the By-Laws of the Corporation at any number. In the absence of a By-Law fixing
the number of directors, the number shall be three.
Section 2. Names and Post Office Addresses of the Director(s). The name(s)
and post office address(es) of the initial Board of Director(s) of the
Corporation is (are):
Name Number and Street or Building City State Zip Code
---- ----------------------------- ---- ----- --------
Robert G. Dettmer P. O. Box 988 Fort Wayne, Indiana 46801
Kenneth W. Maxfield P. O. Box 988 Fort Wayne, Indiana 46801
Jack E. Schang P. O. Box 988 Fort Wayne, Indiana 46801
Section 3. Qualifications of Directors. (If Any):
none
Corporate Form No. 101--Page Four
Prescribed by Larry A. Conrad, Secretary of State
(Jan. 1971)
ARTICLE VIII
Incorporator(s)
The name(s) and post office address(es) of the incorporator(s) of the
Corporation is (are):
Name Number and Street or Building City State Zip Code
---- ----------------------------- ---- ----- --------
Lawrence P. Kahn P. O. Box 988 Fort Wayne, Indiana 46801
ARTICLE IX
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 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
provisions 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. 101--Page Five
Prescribed by Larry A. Conrad, Secretary of State
(Jan. 1971)
IN WITNESS WHEREOF, the undersigned, being the incorporator(s) designated
in Article VIII, execute these Articles of Incorporation and certify to the
truth of the facts herein stated, this 12th day of February, 1975.
/s/ Lawrence P. Kahn
- ------------------------------------ -------------------------------------
(Written Signature) (Written Signature)
Lawrence P. Kahn
- ------------------------------------ -------------------------------------
(Printed Signature) (Printed Signature)
-------------------------------------
(Written Signature)
-------------------------------------
(Printed Signature)
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
Lawrence P. Kahn, being the incorporator referred to in Article VIII 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 12th day of February, 1975
/s/ Betty Jeanne Eggman
-------------------------------------
(Written Signature)
Betty Jeanne Eggman
-------------------------------------
(Printed Signature)
My Commission Expires: Notary Public
May 6, 1975
This instrument was prepared by Martin A. Weissert, Attorney at Law,
------------------
(Name)
P. O. Box 988 Fort Wayne, Indiana 46801
- --------------------------------------------------------------------------------
(Number and Street or Building) (City) (State) (Zip Code)
STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
CERTIFICATE OF AMENDED ARTICLES
OF
DEC 15 1981
MICROFILMED
NORTH AMERICAN DISTRIBUTION SYSTEMS, INC.
- --------------------------------------------------------------------------------
I, EDWIN J. SIMCOX, Secretary of State of Indiana, hereby certify that
Amended Articles of Incorporation 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).
Now, therefore, upon due examination, I find that the Amended Articles of
Incorporation 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 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,
[SEAL] this 1st day of December, 1981
--------------------------------------------------------------
EDWIN J. SIMCOX, Secretary of State
By
--------------------------------------------------------------
Deputy
NOTE: This form may now also be used by corporations formed pursuant to the
Medical Professional Corporation Act, the Dental Professional Corporation Act,
and the Professional Corporation Act of 1965, as well as those formed pursuant
to the General Corporation Act. If the corporation is to be formed pursuant to
the authority of one of these statute other than the General Corporation Act, so
indicate in the preamble below, by striking the references to the three
inappropriate statutes.
APPROVED
AND
FILED
DEC 01 1981
/s/ Edwin J. Simcox
SECRETARY OF STATE OF INDIANA
Corporate Form No. 103 (Jan. 1974) --Page One
AMENDED ARTICLES (Completely superseding existing Articles)
Prescribed by Larry A. Conrad, Secretary of State of Indiana
Use White Paper--Size 8 1/2 x 11--for Inserts
Filing Requirements--Present 2 Executed Copies to 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 Certificate of Amended Articles must be
filed with the County Recorder of every County where the Corporation owns real
property in Indiana.
AMENDED ARTICLES OF INCORPORATION
OF
NORTH AMERICAN DISTRIBUTION SYSTEMS, INC.
The undersigned officers of NORTH AMERICAN DISTRIBUTION SYSTEMS, INC.
(hereinafter referred to as the "Corporation") existing pursuant to the
provisions of The Indiana General Corporation Act (Medical Professional
Corporation Act/Dental Professional Corporation Act/ Professional Corporation
Act of 1965), as amended (hereinafter referred to as the "Act"), desiring to
give notice of corporate action effectuating certain Amendments of its Articles
of Incorporation by the adoption of new Amended Articles of Incorporation to
supersede and take the place of its heretofore existing Articles of
Incorporation, certify the following facts:
ARTICLE I
Text of the Amended Articles
The exact text of the entire Articles of Incorporation of the Corporation,
as amended (hereinafter referred to as the "Amended Articles"), now is as
follows:
SEE ATTACHED ARTICLES OF INCORPORATION OF NORTH AMERICAN
DISTRIBUTION SYSTEMS, INC.
NOTE: This form may now also be used for incorporating pursuant to the Medical
Professional Corporation Act, the Dental Professional Corporation Act, and the
Professional Corporation Act of 1965, as well as the General Corporation Act. If
the corporation is to be formed pursuant to the authority of one of these
statutes other than the General Corporation Act, so indicate in the preamble
below by striking the references to the three inappropriate statutes.
Professional Accounting Corporations are considered to be formed pursuant to the
authority of the Indiana General Corporation Act, but subject to the provisions
of IC 23-1-13.5, and appropriate statutory reference should be made in the
preamble or Article II below.
Corporate Form No. 101 (Jan. 1977)--Page One
ARTICLES OF INCORPORATION
Edwin J. Simcox, Secretary of State of Indiana
Use White Paper--Size 8 1/2 x 11--For Inserts
Filing Requirements--Present 2 originally signed and fully executed copies to
Secretary of State, Room 155, State House, Indianapolis 46204
Recording Requirements--Recording of Articles of Incorporation in the Office of
the County Recorder is no longer required by the Indiana General Corporation
Act.
ARTICLES OF INCORPORATION
OF
NORTH AMERICAN DISTRIBUTION SYSTEMS, INC.
The undersigned incorporator or incorporators, desiring to form a
corporation (hereinafter referred to as the "Corporation") pursuant to the
provisions of the Indiana General Corporation Act (Medical Professional
Corporation Act/Dental Professional Corporation Act/Professional Corporation Act
of 1965), as amended (hereinafter referred to as the "Act"), execute the
following Articles of Incorporation.
ARTICLE I
Name
The name of the Corporation is North American Distribution Systems, Inc.
ARTICLE II
Purposes
The purposes for which the Corporation is formed are:
(1) To establish and carry on any and all activities in connection with, and to
make any and all arrangements for, the warehousing (including cold and dry
storage), transportation, and distribution of goods, wares, merchandise and
commodities of all kinds, in intrastate, interstate, or foreign commerce
("activities"); to maintain, buy, lease, hire, build or otherwise operate
offices, buildings, storage houses, equipment and conveniences for the conduct
of the activities; to issue warehouse receipts and make advances and loans upon
the security thereof and to issue, prepare, process, or handle any and all
documents connected with the activities; and to otherwise acquire, sell,
mortgage, pledge, lease, own or manage real or personal property and engage in
any and all
State Form 4159
Page One A
actions necessary and incident to the conduct of the activities.
(2) To buy, sell, hold, take and receive by way of absolute or security title
and own and otherwise deal in merchandise, real or personal property of any and
every kind, nature and description.
(3) To borrow money and to issue, sell, pledge, mortgage or hypotecate any of
its real or personal properties to secure such a loan.
(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 Statutes.
Corporate Form No. 101--Page Two
Prescribed by Edwin J. Simcox, Secretary of State
(Jan. 1977)
ARTICLE III
Period of Existence
The period during which the Corporation shall continue is perpetual.
ARTICLE IV
Resident Agent and Principal Office
Section 1. Resident Agent. The name and address of the Corporation's
Resident Agent for service of process
is C T Corporation System 1011 Merchants Bank Building
-----------------------------------------------------------------------------
(Name) (Number and Street or Building)
Indianapolis, Indiana 46204
- --------------------------------------------------------------------------------
(City) (State) (Zip Code)
Section 2. Principal Office. The post office address of the principal
office of the Corporation is
P. O. Box 988, Fort Wayne, Indiana 46801
- --------------------------------------------------------------------------------
(Number and Street or Building) (City) (State) (Zip Code)
ARTICLE V
Authorized Shares
Section 1. Number of Shares:
The total number of shares which the Corporation is to have authority to issue
is 1,000.
A. The number of authorized shares which the corporation designates as having
par value is __________ with a par value of $__________.
B. The number of authorized shares which the corporation designates as
without par value is 1,000.
Section 2. Terms of Shares (if any):
Such shares may be sold by the Corporation for such an amount of consideration
as shall, from time to time, be fixed 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 therefor, or by his attorney duly constituted in writing, and
upon surrender of such certificate properly endorsed by such holder; or the
secretary when so authorized by the Board of Directors, with or without the
surrender of such certificate.
Page Two (A)
The Corporation shall have the right to treat the holder of record of any share
as a holder in fact thereof, and accordingly, shall not be bound to recognize
any equitable or other claims, to, or interest in, such share on the part of any
other person, whether or not it shall have express or other notice thereof.
Each share of stock shall be entitled to one vote.
Corporate Form No. 101--Page Three
Prescribed by Edwin J. Simcox, Secretary of State
(Jan. 1977)
ARTICLE VI
Requirements Prior To Doing Business
The Corporation will not commence business until consideration of the
value of at least $1,000 (one thousand dollars) has been received for the
issuance of shares.
ARTICLE VII
Director(s)
Section 1. Number of Directors. The initial Board of Directors is composed
of three member(s). The number of directors may be from time to time fixed by
the By-Laws of the Corporation at any number. In the absence of a By-Law fixing
the number of directors, the number shall be three.
Section 2. Names and Post Office Addresses of the Director(s). The name(s)
and post office address(es) of the initial Board of Director(s) of the
Corporation is (are):
Name Number and Street or Building City State Zip Code
---- ----------------------------- ---- ----- --------
Kenneth W. Maxfield, P. O. Box 988 Fort Wayne, IN 46801
Martin A. Weissert, P. O. Box 988 Fort Wayne, IN 46801
B. Wade Monroe, P. O. Box 988 Fort Wayne, IN 46801
Section 3. Qualifications of Directors (if any):
None.
Corporate Form No. 101--Page Four
Prescribed by Edwin J. Simcox, Secretary of State
(Jan. 1977)
ARTICLE VIII
Incorporator(s)
The name(s) and post office address(es) of the incorporator(s) of the
Corporation is (are):
Name Number and Street or Building City State Zip Code
---- ----------------------------- ---- ----- --------
Kenneth W. Maxfield, P. O. Box 988 Fort Wayne, IN 46801
Margaret S. Vegeler, P. O. Box 988 Fort Wayne, IN 46801
ARTICLE IX
Provisions for Regulation of Business
and Conduct of Affairs of Corporation
("Powers" of the Corporation, its directors or shareholders)
Both shareholders and directors shall have the power to make, alter, amend, or
repeal the by-laws of the Corporation. Meetings of 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
provisions 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. 101--Page Five
Prescribed by Edwin J. Simcox, Secretary of State
(Jan. 1977)
IN WITNESS WHEREOF, the undersigned, being all of the incorporator(s)
designated in Article VIII, execute(s) these Articles of Incorporation and
certify to the truth of the facts herein stated, this 25th day of November,
1981.
/s/ Kenneth W. Maxfield /s/ Margaret S. Vegeler
- ------------------------------------ -------------------------------------
(Written Signature) (Written Signature)
Kenneth W. Maxfield Margaret S. Vegeler
- ------------------------------------ -------------------------------------
(Printed Signature) (Printed Signature)
-------------------------------------
(Written Signature)
-------------------------------------
(Printed Signature)
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 and Margaret S. Vegeler, being all of the incorporator(s)
referred to in Article VIII 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 25th day of November, 1981.
/s/ Janet L. Bredeweg
-------------------------------------
(Written Signature)
Janet L. Bredeweg
-------------------------------------
(Printed Signature)
My Commission Expires: Notary Public
6/4/83
This instrument was prepared by Bruce W. Boyarko, Attorney at Law,
----------------
(Name)
5001 U.S. Highway 30 West, Fort Wayne, IN 46818
- --------------------------------------------------------------------------------
(Number and Street or Building) (City) (State) (Zip Code)
Corporate Form No. 103--Page Two
Prescribed by Larry A. Conrad, Secretary of State
(Sept. 1969)
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 of
the Amended Articles 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 1, 1981, 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 Amended Articles, that the provisions and terms of Article ______ of its
Articles of Incorporation be amended so as to read as set forth in the Amended
Articles, and a meeting of such shareholders was called to be held October 23,
1981, 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
Amended Articles, 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)
Corporate Form No. 103--Page Three
Prescribed by Larry A. Conrad, Secretary of State
(Sept. 1969)
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
----- (1) (2) (3)
Shares entitled to vote: _________ _________ _________ _________
Shares voted in favor: _________ _________ _________ _________
Shares voted against: _________ _________ _________ _________
(b) By written consent executed on October 23, 1981, signed by the holders
of __ shares of the Corporation, being all of the shares of the Corporation
entitled to vote in respect of the Amendments, the Shareholders adopted the
Amended Articles.
Section 3. Compliance with Legal Requirements.
The manner of the adoption of the Amended Articles, 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
Corporate Form No. 103--Page Four
Prescribed by Larry A. Conrad, Secretary of State
(Sept. 1969)
IN WITNESS WHEREOF, the undersigned officers execute these Amended
Articles of Incorporation of the Corporation, and certify to the truth of the
facts herein stated, this 25th day of November, 1981.
/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
North American Distribution North American Distributions Systems,
Systems, Inc. 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
North American Distribution Systems, Inc. the officers executing the foregoing
Amended 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 25th day of November, 1981.
/s/ Janet L. Bredeweg
-------------------------------------
(Written Signature)
Janet L. Bredeweg
-------------------------------------
(Printed Signature)
My Commission Expires: Notary Public
6/4/83
This instrument was prepared by Bruce W. Boyarko, Attorney at Law,
----------------
(Name)
5001 U.S. Highway 30 West, Fort Wayne, IN 46818
- --------------------------------------------------------------------------------
(Number and Street or Building) (City) (State) (Zip Code)
State Form 39079
SS-CS1
Rev. 12-79
JAN 19 1982
MICROFILMED
STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
CERTIFICATE OF ASSUMED NAME
To Whom These Presents Come, Greeting:
WHEREAS, there has been presented to me at this office by
NORTH AMERICAN DISTRIBUTION SYSTEMS, INC.
an Indiana corporation, a certificate that said corporation is doing business
under the assumed business name(s) of:
NAVTRANS INTERNATIONAL FREIGHT FORWARDING
said certificate having been prepared and signed in accordance with the
requirements of Indiana law, and having been filed with the Office of the
Recorder of ALLEN County;
WHEREAS, upon due examination, I find that the same conforms to law; NOW
THEREFORE, I, EDWIN J. SIMCOX, hereby certify that I have this day endorsed my
approval on such certificate of assumed business name, and having received the
fees required by law, have filed such certificate in this office bearing the
endorsement of my approval of said assumed business name.
In Witness Whereof, I have hereunto set my hand
and affixed the seal of the State of Indiana, at the
[SEAL] City of Indianapolis, this 28th day of
December, 1981
----------------------------------------------------
EDWIN J. SIMCOX Secretary of State
By
----------------------------------------------------
Deputy
APPROVED
AND
FILED
DEC 28 1981
/s/ Edwin J. Simcox
SECRETARY OF STATE OF INDIANA
STATE OF INDIANA, ALLEN COUNTY, SS: 81-24854
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 Certificate of Use of
Assumed Name from North American Distribution Systems, Inc. to NAVTRANS
International Freight Forwarding as the same appears on the Records of this
office in _________________________ Document No. 81-24853, of which record I am
the lawful custodian.
Book No. _________________ Page __________________
WITNESS my hand and official seal, at Fort Wayne, Indiana,
this 16th day of December A.D. 1981
/s/ Virginia L. Young
----------------------------------------------------------
Recorder Allen County, Indiana.
1981 DEC [ILLEGIBLE] [ILLEGIBLE] 81-24853
ALLEN COUNTY RECORDER APPROVED
/s/ Virginia L. Young AND
FILED
DEC 28 1981
(For Use By Corporation) /s/ Edwin J. Simcox Recorder
SECRETARY OF STATE OF INDIANA Form 1
CERTIFICATE OF ASSUMED NAME
(Filed Pursuant to Burns 50-201)
It is hereby certified that
North American Distribution Systems, Inc.
--------------------------------------------------------------------
(Name of Corporation)
a Indiana Corporation
-----------------------------
(State in which Incorporated)
with its principal office at
5001 U. S. Highway 30 West
Fort Wayne, Indiana 46818
is conducting business under the following name(s) other than as shown by its
Articles of Incorporation, to wit:
NAVTRANS International Freight Forwarding
WITNESS my hand and the seal of said corporation this 14th day of
December, 1981.
North American Distribution Systems, Inc.
-----------------------------------------
(Name of Corporation)
(Corporate Seal) By: /s/ B. Wade Monroe
-------------------------------------
(Signature of Officer)
ATTEST: /s/ B. Wade Monroe
-------------------------------------
(Name Typed)
/s/ Margaret s. Vegeler
- ----------------------------------- -------------------------------------
(Name Typed)
Margaret S. Vegeler , Secretary Treasurer
- ------------------------ -------------------------------------
(Name Typed) (Title)
STATE OF INDIANA }
} SS:
COUNTY OF ALLEN }
B. Wade Monroe, whose signature appears above, being first duly sworn upon
his oath, says that he has personal knowledge of the above stated facts and that
they and each of them are true.
(Signed) /s/ B. Wade Monroe
-----------------------------------------
Subscribed and sworn to before me, a notary public, in and for said county
and state this 14th day of December, 1981.
(Notary Seal) /s/ Betty Jeanne Eggman
-----------------------------------------
MY COMMISSION EXPIRES: Betty Jeanne Eggman
May 8, 1983 -----------------------------------------
- --------------------------------- (Name Typed)
NOTARY PUBLIC
A Resident of Allen County.
- --------------------------------------------------------------------------------
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 my hand and the seal of my office
this 16th day of December, 1981.
/s/ Virginia L. Young
-----------------------------------------
RECORDER OF ALLEN COUNTY,
INDIANA
Form SSC-32
State Form 37020
JAN 14 1983
MICROFILMED
STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
CERTIFICATE OF AMENDMENT
OF
NORTH AMERICAN DISTRIBUTION SYSTEMS, 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:
NAVTRANS INTERNATIONAL FREIGHT FORWARDING, 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 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,
[SEAL] this 27th day of December, 1982
--------------------------------------------------------------
EDWIN J. SIMCOX, Secretary of State
By
--------------------------------------------------------------
Deputy
APPROVED
AND
FILED
DEC 27 1982
/s/ Edwin J. Simcox
SECRETARY OF STATE OF INDIANA
Corporate Form No. 102 (Jan. 1971)--Page One
ARTICLES OF AMENDMENT (Amending Individual Articles Only)
Prescribed by Larry A. Conrad, Secretary of State of Indiana
Use Size 8 1/2 x 11 White Paper for Inserts
Filing Requirements--Present 2 Executed Copies to 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 Certificate 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
North American Distribution Systems, Inc.
The undersigned officers of North American Distribution Systems, 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 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 NAVTRANS International Freight Forwarding,
Inc.
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 Article 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)
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 ____________
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
North American Distribution North American Distribution Systems,
Systems, Inc. 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
North American Distribution Systems, 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
7/15/86
- ------------------------------------
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)
Form SSC-32
State Form 37020
JUL 12 1985
MICROFILMED
STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
CERTIFICATE OF AMENDMENT
OF
NAVTRANS INTERNATIONAL FREIGHT FORWARDING, 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).
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,
[SEAL] this 2nd day of July, 1985
--------------------------------------------------------------
EDWIN J. SIMCOX, Secretary of State
By
--------------------------------------------------------------
Deputy
NOTE: This form may now also be used for amending pursuant to the Medical
Professional Corporation Act, the Dental Professional Corporation Act, and the
Professional Corporation Act of 1965, as well as the General Corporation Act. If
the corporation was formed pursuant to the authority of one of these
statutes other than the General Corporation Act, so indicate in the preamble
below by striking the references to the three inappropriate statutes.
Professional Accounting Corporations are considered to be formed pursuant to the
authority of the Indiana General Corporation Act, but subject to the provisions
of IC 23-1-13.5, and appropriate statutory reference should be made in the
preamble or Article I below.
APPROVED
AND
FILED
JUL 02 1985
/s/ Edwin J. Simcox
SECRETARY OF STATE OF INDIANA
State Form 38333
Corporate Form No. 102 (Oct. 1977) -- Page One
ARTICLES OF AMENDMENT (Amending Individual Articles Only)
Prescribed by Edwin J. Simcox, Secretary of State of Indiana
Use Size 8 1/2 x 11 White Paper for Inserts
Filing Requirements--Present 2 originally signed and fully executed copies to
Secretary of State, Room 155, State House, Indianapolis 46204
Recording Requirements--Recording of Articles of Amendment in the Office of the
County Recorder is generally no longer required by the Indiana General
Corporation Act. However, if the name of the corporation is changed by this
amendment, a certified copy of the Certificate of Amendment must be filed with
the Recorder of every county in which the corporation owns real estate.
ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
NAVTRANS INTERNATIONAL FREIGHT FORWARDING, INC.
The undersigned officers of NAVTRANS International Freight Forwarding,
Inc. (hereinafter referred to as the "Corporation") existing pursuant to the
provisions of the Indiana General Corporation Act (Medical Professional
Corporation Act/Dental Professional Corporation Act/Professional Corporation Act
of 1965), 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) II of the Articles of Incorporation of the
Corporation, as amended (hereinafter referred to as the "Amendments"), now is as
follows:
See Insert Number 1.
Insert Number 1
(1) To establish and carry on any and all activities in connection with, and to
make any and all arrangements for, the warehousing (including cold and dry
storage), transportation, and distribution of goods, wares, merchandise, and
commodities of all kinds, in intrastate, interstate, or foreign commerce
("activities"); to maintain, buy, lease, hire, build or otherwise operate
offices, buildings, storage houses, equipment and conveniences for the conduct
of the activities; to issue warehouse receipts and make advances and loans upon
the security thereof and to issue, prepare, process, or handle any and all
documents connected with the activities; and to otherwise acquire, sell,
mortgage, pledge, lease, own or manage real or personal property and engage in
any and all actions necessary and incident to the conduct of the activities.
(2) To establish and carry on any and all activities in connection with the
transaction of corporate customhouse brokerage business ("activities") in
compliance with all applicable state and federal laws, licensing procedures and
regulations; to maintain, buy, lease, hire, build or otherwise operate offices,
buildings, storage houses, equipment and conveniences for the conduct of
activities; to issue, prepare, process, or handle any and all documents
connected with the activities, and to otherwise acquire, sell, mortgage, pledge,
lease, own or manage real or personal property and engage in any and all actions
necessary and incident to the conduct of the activities.
(3) To buy, sell, hold, take and receive by way of absolute or security title
and own and otherwise deal in merchandise, real or personal property of any and
every kind, nature and description.
(4) To borrow money and to issue, sell, pledge, mortgage or hypothecate any of
its real or personal properties to secure such a loan.
(5) 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 Statutes.
Corporate Form No. 102 (Oct. 1979) -- Page Two
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 of
the Amendments that the provisions and terms of Article(s) ______ 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 June 28, 1985, 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 June 28, 1985, 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 a quorum of such shareholders was
present, 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)
Corporate Form No. 102 (Oct. 1979) -- Page Three
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 June 28, 1985, signed by the
holders of all 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 (indicate "0" or "N/A" if no increase) N/A
Aggregate Number of Shares
To Be Authorized After Effect of This Amendment ____________
Corporate Form No. 102 (Oct. 1979) -- Page Four
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 28th day of June, 1985.
/s/ Kenneth W. Maxfield /s/ Margaret S. Vegeler
- ----------------------------------- ----------------------------------------
(Written Signature) (Written Signature)
Kenneth W. Maxfield Margaret S. Vegeler
- ----------------------------------- ----------------------------------------
(Printed Signature) (Printed Signature)
President or Vice President Secretary or Assistant Secretary
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 K.
W. Maxfield, the President, and Margaret S. Vegeler, the Secretary of the
Corporation, the officers executing the foregoing Articles of Amendment of the
Articles of Incorporation, personally appeared before me, acknowledged the
execution thereof, and swore or attested to the truth of the facts therein
stated.
Witness my hand and Notarial Seal this 28 day of June, 1985.
/s/ Necia D. Stucker
-----------------------------------
(Written Signature)
Necia D. Stucker
-----------------------------------
(Printed Signature)
NOTARY PUBLIC
My Commission Expires: My County of Residence is:
9-28-87 Allen
This instrument was prepared by , Attorney at Law,
-------------------------------
(Name)
- --------------------------------------------------------------------------------
(Number and Street or Building) (City) (State) (Zip Code)