Exhibit 3.17
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[GRAPHIC OMITTED]
State of California
[Seal of the State of California]
[Seal of the Secretary of State]
SECRETARY OF STATE
I, BILL JONES, Secretary of State of the State of California, hereby
certify:
That the attached transcript of 8 page(s) was prepared by and in this
office from the record on file, of which it purports to be a copy, and that it
is full, true and correct.
IN WITNESS WHEREOF, I execute
this certificate and affix the
Great Seal of the State of
California this day of
[ILLEGIBLE]
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[Seal of the State of California] /s/ Bill Jones
Secretary of State
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FILED
in the office of the Secretary of State
of the State of California
OCT 26, 1960
[ILLEGIBLE], Secretary of State
By /s/ [ILLEGIBLE]
Deputy
ARTICLES OF INCORPORATION OF
NACAL, INC.
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Know all men by these presents, that we, the undersigned, have this day
voluntarily associated ourselves together for the purpose of forming a
corporation under the laws of the State of California; and we hereby certify:
Article I - Paragraph 1 - The name of said corporation shall be NACAL,
Inc.
Article II - Paragraph I - The period during which said corporation shall
continue is perpetual.
Article III - Paragraph 1 - The specific business in which said
corporation is primarily to engage is the transportation of property within the
limits of the State of California.
Paragraph 2 - In addition to the foregoing, the purpose or purposes
for which said corporation is formed are as follows:
A. To acquire, hold, lease, encumber, convey, or otherwise
dispose of real and personal property within or without the State of California,
and take real and personal property by will, gift, or bequest.
B. To act as bailee of property for hire, establishing,
maintaining, and conducting warehouses for the storage, receipt, custody,
shipment, and forwarding of personal property.
C. To maintain offices, appoint agents, and to do all other
things as are necessary, convenient, or expedient in the accomplishment of the
purposes of the organization.
D. To acquire by purchase, or otherwise, the capital shares,
bonds, and securities of this corporation or of any other corporation, domestic
or foreign, and to sell, transfer, or otherwise dispose of same, and to exercise
all rights of a shareholder with respect to any capital shares or stock which it
may hold in any other corporation.
E. To promote, establish, purchase, acquire, own, hold, deal
in, and trade in, manage, exchange, equip, operate, lease, sell, transfer,
mortgage, pledge, or otherwise encumber, and/or in any manner
dispose of, lines of motor transportation by trucks and other vehicles and
conveyances propelled by motors, whether on the ground or in the air (other than
railroads), in the State of California, and to transport thereon and thereover,
for hire, intrastate, baggage, mail, express and/or freight of any and all kinds
and classes; and to acquire, own, hold, construct, repair, equip, operate,
lease, let, mortgage, pledge, or otherwise encumber, exchange, deal in and trade
in, sell or otherwise dispose of, trucks and other vehicles and conveyances of
all kinds propelled by motors, for use on land or in the air, and/or any and all
parts, materials, equipment, appliances, appurtenances, machinery, supplies,
tools, tires, fuels, oils, and/or any and all other articles and property which
are instant to or used in connection with any of the property aforesaid, or
which may be necessary, useful or convenient in carrying on any of the business
aforesaid.
F. To engage in the transportation of property in and to such
other places, other than the State of California, as any regulatory body having
jurisdiction over such business, may from time to time authorize.
G. To acquire, construct, own, hold, maintain, operate, equip,
lease, let, mortgage, pledge, exchange, sell or otherwise dispose of, such
lands, buildings, garages, repair shops, stations, offices and other real and
personal property, as may be necessary, desirable, useful or convenient, for the
purposes of this corporation, either in the State of California or elsewhere.
H. To acquire, and pay for in cash, stock or bonds of this
corporation or otherwise, the goodwill, rights, assets, and property, and to
undertake or assume the whole or any part of the obligations or liabilities of
any person, firm, association, or corporation.
I. To acquire, hold, use, sell, assign, lease, grant licenses
in respect of, mortgage or otherwise, dispose of letters patent of the United
States or any foreign country, patent rights, licenses, and privileges,
inventions, improvements and processes, copyrights, trademarks and trade names,
relating to or useful in connection with any business of this corporation.
J. To borrow money and issue bonds, debentures, notes, and
evidences of indebtedness, secure the payment or performance of its obligations
by mortgage or otherwise.
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K. To purchase, hold, sell and transfer the shares of its own
capital stock; provided it shall not use its funds or property for the purchase
of its own shares of capital stock, when such use would cause any impairment of
its capital, except as otherwise permitted by law, and provided further that
shares of its own capital stock belonging to it shall not be voted upon directly
or indirectly.
L. To assume any obligations, enter into any contracts, or do
any acts incidental to the transaction of its business or to the issue or sale
of its securities, or expedient for the attainment of its corporate purposes.
M. To make conations for the public welfare or for charitable,
scientific, or educational purposes.
N. To sue or be sued in any court.
O. To adopt, use, and at will alter, a corporate seal.
P. To make by-laws.
Q. To appoint such subordinate officers or agents as its
business may require, and allow them suitable compensation.
R. To qualify to do business in any other state, territory,
dependency, or foreign country and conduct business within or without the State
of California.
S. To do any other act authorized by law which is calculated,
directly or indirectly, to promote the interest of the corporation or to enhance
the value of its property.
Article IV - Paragraph 1 - The principal office for the transaction of the
business of said corporation is to be located in the County of Los Angeles,
State of California.
Article V - Paragraph 1 - The total number of shares which said
corporation shall have authority to issue is 1,000 shares, all without par
value. Such shares without nominal or par value may be issued by said
corporation from time to time for such an amount of consideration as may be
found from time to time by the Board of Directors.
Paragraphs 2 - Title to a certificate and to the shares represented
thereby can he transferred only by delivery of the certificate endorsed either
in blank or to a specified person by the person appearing by the certificate to
be the owner of the shares represented thereby.
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Paragraph 3 - The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends and to vote as such owner.
Paragraph 4 - All shares shall have the sane voting rights.
Article VI - Paragraph 1 - The number of directors shall be 3; and the
names and addresses of the persons who are appointed to act as the first
directors are:
A. James D. Edgett
P.0. Box 988
Fort Wayne, Indiana
B. Clyde A. Jewett
4760 Valley Boulevard
Los Angeles 32, California
C. James A. Nevil
c/o Nevil Storage Company
San Francisco, California
Paragraph 2 - The directors need not be shareholders of said
corporation. A majority of the directors at any time shall be citizens of the
United States.
Paragraph 3 - The number of directors may be changed from time to
time by the adoption of appropriate by-laws.
Article VII - Paragraph 1 - 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 California if
the by-laws so provide. The books of the corporation may be kept either within
or without the State of California, at such place or places as may be from time
to time designated by the Board of Directors.
Paragraph 2 - Th 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 are herein granted subject to this reservation.
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In witness whereof, we, as incorporators and named hereinabove as
directors, have hereunto set our hands and seals as such incorporators and
directors this 23rd day of September , 1960.
/s/ James D. Edgett
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James D. Edgett (Seal)
/s/ Clyde A. Jewett
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Clyde A. Jewett (Seal)
/s/ James A. Nevil
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James A. Nevil (Seal)
State of Indiana)
) SS
County of Allen )
On this 23rd day of Sept., in the year 1960, before me Evelyn A. Fox a
notary public in and for said Allen County, State of Indiana, residing therein,
duly commissioned and sworn, personally appeared James D. Edgett, known to me to
be the person whose name is subscribed to the foregoing Articles of
Incorporation, as incorporator and who is also named therein as director, and
duly acknowledged to me that he executed the same.
In witness whereof, I have hereunto set my hand and affixed my official
seal at Fort Wayne, Ind. the day first above written.
/s/ Evelyn D. Fox
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Notary Public
EVELYN D. FOX
My commission expires Feb. 22, 1964
State of Indiana)
) SS
County of Allen )
On this 27th day of Sept., in the year 1960, before me Evelyn A. Fox a
notary public in and for said Allen County, personally appeared Clyde A. Jewett,
known to me to be the person whose name is subscribed to the foregoing Articles
of Incorporation, as incorporator and who is also named therein as director, and
duly acknowledged to me that he executed the same.
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In witness whereof, I have hereunto set my hand and affixed my official
seal at Fort Wayne the day first above written.
/s/ Evelyn D. Fox
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Notary Public
EVELYN D. FOX
My commission expires Feb. 22, 1964
State of California )
)SS
County of San Francisco )
On this [ILLEGIBLE] day of [ILLEGIBLE], in the year 1960, before me
[ILLEGIBLE] a notary public in and for said [ILLEGIBLE] County, State of
California, residing therein, duly commissioned and sworn, personally appeared
James A. Nevil, known to me to be the person whose name is subscribed to the
foregoing Articles of Incorporation, as incorporator and who is also named
therein as director, and duly acknowledged to me that he executed the same.
In witness whereof, I have hereunto set my hand and affixed my official
seal at San Francisco the day first above written.
MY COMMISSION EXPIRES AUG. 28, 1963 /s/ [ILLEGIBLE]
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Notary Public
NOTARY PUBLIC
[ILLEGIBLE] for the City and County of San Francisco
State of California
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FILED
in the office of the Secretary of State
of the State of California
JUL 9, 1968
FRANK M. JORDAN, Secretary of State
By /s/ [ILLEGIBLE]
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Deputy
CERTIFICATE OF AMENDMENT
OF THE ARTICLES OF INCORPORATION
OF
NACAL, INC.
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STATE OF INDIANA ) ss
COUNTY OF ALLEN )
We, James D. Edgett and Evelyn D. Fox, of the City of Fort Wayne, State of
Indiana, being first duly sworn, hereby certify:
1. We are the President and Assistant Secretary-Treasurer, respectively,
of NACAL, INC.
2. That the Directors unanimously adopted the following resolution at a
special meeting held at 9:30 A.M. on June 28, 1968, at Fort Wayne,
Indiana:
"RESOLVED: That Article VI of the Articles of Incorporation of this
corporation is hereby amended to read in full as follows:
"Article VI - Paragraph 1 - The number of Directors shall be three;
and the names and addresses of the persons who are appointed to act
as the first Directors are:
A. James D. Edgett, P.O. Box 988,
Fort Wayne, Indiana
B. Clyde A. Jewett, 4760 Valley Blvd.,
Los Angeles, California
C. James A. Nevil, c/o Nevil Storage Company,
San Francisco, California
Paragraph 2 - The Directors need not be shareholders of said
corporation. A majority of the Directors at any time shall be
citizens of the United States.
Paragraph 3 - The number of Directors may be changed from time to
time by the adoption of appropriate By-Laws.
Paragraph 4 - Any action required or permitted to be taken by the
Board of Directors may be taken without a meeting, if all members of
the Board consent in writing to such action."
3. That the shareholders adopted said amendment by resolution at a special
meeting held at 1:30 P.M. on June 28, 1968, at Fort Wayne, Indiana. That
the wording of the amended articles as set forth in the Shareholders'
resolution is the same as that set forth in the Directors' resolution in
Paragraph 2 of this certificate.
4. That the number of shares which so voted for the adoption of said
amendment is 501, and that the total number of shares entitled to vote on
said amendment is 501.
In witness whereof we have hereunto set our hands and affixed the seal of NACAL,
INC. this 1st day of July, 1968.
/s/ James D. Edgett
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James D. Edgett, President
[Seal of Nascal, Inc.]
/s/ Evelyn D. Fox
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Evelyn D. Fox
Assistant Secretary-Treasurer
State of Indiana )
) ss:
County of Allen )
Subscribed to and sworn before me at the City of Fort Wayne in the State
of Indiana this 1st day of July, 1968.
MARLENE DEE ZIESK /s/ Marlene Dee Ziesk
My commission expires Feb 19, 1972 -----------------------------
Notary Public
[Seal of Notary Public] [Seal of the Secretary of State]