Exhibit 3.19
[GRAPHIC OMITTED]
The State of Texas
SECRETARY OF STATE
IT IS HEREBY CERTIFIED that the attached is/are true and correct copies of
the following described document(s) on file in this office:
NORTH AMERICAN VAN LINES OF TEXAS, INC.
FILE NO. 324239-00
ARTICLES OF INCORPORATION MAY 7, 1973
ARTICLES OF AMENDMENT JUNE 10, 1976
CHANGE OF REGISTERED OFFICE AND/OR AGENT JANUARY 6, 1985
[Seal of the State of Texas] IN TESTIMONY WHEREOF, I have hereunto
signed my name officially and caused to
be impressed hereon the Seal of State at
my office in the City of Austin, on
November 15, 1999.
/s/ Elton Bomer
---------------
Elton Bomer
Secretary of State
FILED
In the Office of the
Secretary of State of Texas
MAY 7 1973
/s/ [ILLEGIBLE]
Deputy Director, Corporation Division
ARTICLES OF INCORPORATION
OF
MARLEW, INC.
* * * * *
We, the undersigned natural persons of the age of twenty-one years
or more, at least two of whom are citizens of the State of Texas, acting as
incorporators of a corporation under the Texas Business Corporation Act, do
hereby adopt the following Articles of Incorporation for such corporation:
ARTICLE ONE
The name of the corporation is MARLEW, INC.
ARTICLE TWO
The period of its duration is perpetual.
ARTICLE THREE
The purpose or purposes for which the corporation is organized are:
To engage in the transportation business in Texas and elsewhere and
all other lawful purposes.
ARTICLE FOUR
The aggregate number of shares which the corporation shall have
authority to issue is one thousand (1,000) each without par value.
ARTICLE FIVE
The corporation will not commence business until it has received for
the issuance of its shares consideration of the value of one thousand dollars
($1,000.00), consisting of money, labor done or property actually received,
which sum is not less than One Thousand Dollars ($1,000.00).
ARTICLE SIX
The post office address of its initial registered office is Republic
National Bank Building, c/o C T Corporation System, Dallas, Texas 75201, and the
name of its initial registered agent at such address is C T CORPORATION SYSTEM.
ARTICLE SEVEN
The number of directors of the corporation may be fixed by the
by-laws, but shall not be less than three (3).
The number of directors constituting the initial board of directors
is three (3), and the names and addresses of the persons who are to serve as
directors until the first annual meeting of the shareholders or until their
successors are elected and qualified are:
NAMES ADDRESSES
----- ---------
Donald C. Lewis P. 0. Box 988
Ft. Wayne, Indiana 46801
Martin Weissert P. 0. Box 988
Ft. Wayne, Indiana 46801
Terry G. Fewell P. 0. Box 988
Ft. Wayne, Indiana 46801
ARTICLE EIGHT
The names and address of the incorporators are:
-2-
FILED
In the Office of the
Secretary of State of Texas
JUN 10 1976
/s/ James B. [ILLEGIBLE]
Deputy Director, Corporation Division
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF MARLEW, INC.
Pursuant to the provisions of 4.04(a) of the Texas Business Corporation
Act, the shareholders of Marlew, Inc., have adopted the following Articles of
Amendment to the Articles of Incorporation of the corporation which implement a
change of corporate name:
ARTICLE ONE
The following amendment to the Articles of Incorporation was adopted on
April 9, 1976.
Article One of the Articles of Incorporation is hereby amended to
read as follows: The name of the Corporation is North American Van Lines
of Texas, Inc.
ARTICLE THREE
The number of shares of the corporation outstanding and entitled to vote
at the time of such adoption was 1,000.
ARTICLE FOUR
The number of shares voted for such amendment was 1,000. No shares voted
against such amendment.
DATED: April 9, 1976.
MARLEW, INC.
By: /s/ [ILLEGIBLE]
------------------------
President
By: /s/ [ILLEGIBLE]
------------------------
Secretary
STATE OF INDIANA ss.
COUNTY OF ALLEN ss.
I, the undersigned Notary Public, do hereby certify that on this 9th day
of April, 1976, personally appeared before me Stephen Heiman, who declared that
he is President of the Corporation executing the foregoing Amendment to Articles
of Incorporation, and being first duly sworn, acknowledged that he signed the
foregoing document in the capacity of President of said corporate entity and
declared that the statements therein contained are true and correct.
IN WITNESS WHEREOF, I HAVE HEREUNTO SET MY HAND AND SEAL the day and year
before written.
/s/ Carol Jean Korte
------------------------------
NOTARY PUBLIC IN AND FOR ALLEN
COUNTY, INDIANA
My Commission Expires:
CAROL JEAN KORTE
My commission expires September 25, 1979
STATE OF INDIANA ss.
COUNTY OF ALLEN ss.
I, the undersigned Notary Public, do hereby certify that on this 9th day
of April, 1976, personally appeared before me Michael L. Harvey, who declared
that he is Secretary of the Corporation executing the foregoing Amendment to
Articles of Incorporation, and being first duly sworn, acknowledged that he
signed the foregoing document in the capacity of Secretary of said corporate
entity and declared that the statements therein contained are true and correct.
IN WITNESS WHEREOF, I HAVE HEREUNTO SET MY HAND AND SEAL the day and year
before written.
/s/ Carol Jean Korte
------------------------------
NOTARY PUBLIC IN AND FOR ALLEN
COUNTY, INDIANA
My Commission Expires:
CAROL JEAN KORTE
My commission expires September 25, 1979
-2-
FILED
In the Office of the
Secretary of State of Texas
JAN 06 1985
/s/ Lorna Salzman
Director, Corporation Division
To the Secretary of State
of the State of Texas:
C T Corporation System, as the registered agent for the domestic and
foreign corporations named on the attached list submits the following statement
for the purpose of changing the registered office for such corporations, in the
State of Texas:
1. The name of the corporation is See attached list
2. The post office address of its present registered office is Republic
National Bank Building, c/o C T Corporation System, Dallas, Texas 75201
3. The post office address to which its registered office is to be changed is
1601 Elm Street, c/o C T Corporation System, Dallas, Texas 75201
4. The name of its present registered agent is C T CORPORATION SYSTEM
5. The name of its successor registered agent is C T CORPORATION SYSTEM
6. The post office address of its registered office and the post office
address of the business office of its registered agent, as changed, will
be identical.
7. Notice of this change of address has been given in writing to each
corporation named on the attached list 10 days prior to the date of filing
of this certificate.
Dated January 6, 1985.
C T CORPORATION SYSTEM
By Virginia Colvell
-------------------
Its Vice President
STATE OF New York )
COUNTY OF New York )
I, Regina M. Dunn a notary public, do hereby certify that on this 27th day of
December 1984, personally appeared before me Virginia Colvell who being by me
first duly sworn, declared that she is the Vice President of C T Corporation
System, that she signed the foregoing document as Vice President of the
corporation, and that the statements therein contained are true.
/s/ Regina M. Dunn
------------------
Notary Public
REGINA M. DUNN
Notary Public, State of New York
No. 31-4726520
Qualified in New York County
Commission Expires March 30, 1986
FILED
In the Office of the
Secretary of State of Texas
JUL 13 1990
Corporations Section
To the Secretary of State
of the State of Texas:
C T Corporation System, as the registered agent for the domestic and
foreign corporations named on the attached list submits the following statement
for the purpose of changing the registered office for such corporations, in the
State of Texas:
1. The name of the corporation is See attached list
2. The post office address of its present registered office is c/o C T
CORPORATION SYSTEM, 1601 ELM STREET, DALLAS, TEXAS 75201
3. The post office address to which its registered office is to be changed is
c/o C T CORPORATION SYSTEM, 350 N. ST. PAUL STREET, DALLAS, TEXAS 75201
4. The name of its present registered agent is C T CORPORATION SYSTEM
5. The name of its successor registered agent is C T CORPORATION SYSTEM
6. The post office address of its registered office and the post office
address of the business office of its registered agent, as changed, will
be identical.
7. Notice of this change of address has been given in writing to each
corporation named on the attached list 10 days prior to the date of filing
of this certificate.
Dated July 2, 1990.
C T CORPORATION SYSTEM
By /s/ [ILLEGIBLE]
-------------------
Its Vice President