Exhibit 3.25
State of Delaware
PAGE 1
Office of the Secretary of State
--------------------------------
I, WILLIAM T. QUILLEN, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "ALLIED FREIGHT FORWARDING, INCORPORATED" FILED IN THIS OFFICE ON
THE SECOND DAY OF JULY, A.D. 1993, AT 9 O'CLOCK A.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO NEW CASTLE
COUNTY RECORDER OF DEEDS ON THE TWENTY-THIRD DAY OF AUGUST, A.D. 1993 FOR
RECORDING.
* * * * * * * * * *
[SEAL]
/s/ William T. Quillen
----------------------------------------
William T. Quillen, Secretary of State
AUTHENTICATION.* 4027222
931875414 DATE: 08/23/1993
STATE 0F DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 07/02/1993
931875414 - 520827
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
ALLIED FREIGHT FORWARDING, INCORPORATED, a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, (the "Corporation")
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of the Corporation, by the unanimous
written consent of its members, filed with the minutes of the board, adopted a
resolution proposing and declaring advisable the following amendment to the
Certificate of Incorporation of the Corporation:
RESOLVED, that the Certificate of Incorporation of Allied Freight
Forwarding, Incorporated be amended by changing the First Article thereof
so that, as amended, said Article shall be and read as follows:
"1. The name of the Corporation is:
Allied Freight Forwarding, Inc."
SECOND: That in lieu of a meeting and vote of stockholders, the
stockholders have given unanimous written consent to said amendment in
accordance with the provisions of Section 228 of the General Corporation Law of
the State of Delaware.
THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Sections 242 and 228 of the General Corporation Law
of the State of Delaware.
IN WITNESS WHEREOF, said Corporation has caused this certificate to be
signed by Michael P. Fergus, its Vice President, and attested by Richard V.
Merrill, its Assistant Secretary, this 28th day of May, 1993.
ALLIED FREIGHT FORWARDING, INCORPORATED
By /s/ Michael P. Fergus
------------------------------------
Michael P. Fergus, Vice President
ATTEST:
By /s/ Richard V. Merrill
-------------------------
Richard V. Merrill
Assistant Secretary
0089/MIN/rm
State of Delaware }
} ss.
New Castle County }
I, Leo J. Dugan, Jr., Recorder of Deeds for New Castle County,
Delaware, do hereby certify that Certified Copy of Certificate of Amendment of
"ALLIED VAN LINES INTERNATIONAL CORPORATION"
was received for record in this office on November 29, 1976 and the same appears
of record in the Recorder's Office for said County.
Witness my hand and Official Seal, this twenty-ninth day of November A.D.
1976
/s/ Leo J. Dugan Jr.
--------------------
Recorder.
[STATE CREST]
State
of
DELAWARE
[GRAPHIC OMITTED]
Office of SECRETARY OF STATE
I, Robert H. Reed, Secretary of State of the State of Delaware, do hereby
certify that the above and foregoing is a true and correct copy of Certificate
of Amendment of the "ALLIED VAN LINES INTERNATIONAL CORPORATION", as received
and filed in this office the twenty-ninth day of November, A.D. 1976, at 10
o'clock A.M.
In Testimony Whereof, I have hereunto set my hand and official seal
at Dover this twenty-ninth day of November in the year of our Lord
one thousand nine hundred and seventy-six.
[STATE SEAL] /s/ Robert H. Reed
----------------------------------------------
Robert H. Reed Secretary of State
/s/ Grover A. Biddle
----------------------------------------------
Grover A. Biddle Assistant Secretary of State
REC'D FOR RECORD NOV 29 1976 LEO J. DUGAN, Jr. Recorder
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
* * * * *
ALLIED VAN LINES INTERNATIONAL CORPORATION, a corporation organized
and existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY.
FIRST: That the Board of Directors of said corporation, by the
unanimous written consent of its members, filed with the minutes of the board,
adopted a resolution proposing and declaring advisable the following amendment
to the Certificate of Incorporation of said corporation:
RESOLVED, that the Certificate of Incorporation of ALLIED VAN LINES
INTERNATIONAL CORPORATION be amended by changing the Article thereof
numbered "First" so that, as amended, said Article shall be and read
as follows:
"FIRST: The name of the corporation is ALLIED FREIGHT FORWARDING,
INCORPORATED."
SECOND: That in lieu of a meeting and vote of stockholders, the
stockholders have given unanimous written consent to said amendment in
accordance with the provisions of Section 228 of The General Corporation Law of
the State of Delaware.
THIRD: That the aforesaid amendment was duly adopted in accordance
with the applicable provisions of Sections 242 and 228 of The General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said ALLIED VAN LINES INTERNATIONAL
CORPORATION has caused this certificate to be signed by Robert S. Seeler, its
Vice President and attested by Terry Fewell, its Assistant Secretary, this 19th
day of November, 1976.
ALLIED VAN LINES INTERNATIONAL
CORPORATION
By /s/ Robert S. Seeler
-----------------------
Robert S. Seeler
Vice President
ATTEST:
By /s/ Terry G. Fewell
----------------------
Terry G. Fewell
Assistant Secretary
State of Delaware
[STATE CREST]
Office of Secretary of State.
I, Elisha C. Dukes, Secretary of State of the State of Delaware, do hereby
certify that the above and foregoing is true and correct copy of Certificate of
Amendment of Certificate of Incorporation of the "ALLIED SEA VAN COMPANY", as
received and filed in this office the seventh day of March, A.D. 1966, at 9
o'clock A.M.
In Testimony Whereof, I have hereunto set my hand and official seal
at Dover this seventh day of March in the year of our Lord one
thousand nine hundred and sixty-six.
[STATE SEAL] /s/ Elisha C. Dukes
---------------------------
Secretary of State
/s/ [ILLEGIBLE]
---------------------------
Ass't Secretary of State
REC'D FOR RECORD Mar 14 1966 LEO J. DUGAN, Jr. RECORDER
ALLIED SEA VAN COMPANY
CERTIFICATE OF AMENDMENT
STATE OF ILLINOIS )
) ss.
COUNTY OF COOK )
We, Ralph Rolapp, President, and John F. Christie, Jr., Secretary of the
Allied Sea Van Company, a corporation organized and existing under and by virtue
of the laws of the State of Delaware, do hereby certify as follows:
l. On February 17, 1958, there was issued by the Secretary of State of
Delaware a certificate of incorporation constituting and creating Allied
Sea Van Company a corporation under the laws of the State of Delaware with
its principal place of business in the City of Wilmington, County of New
Castle, State of Delaware.
2. The aforesaid certificate of incorporation, dated November 17, 1958, as
amended, authorized a common stock of one thousand (1,000) shares of the
par value of Five Dollars ($5.00) each, amounting in the aggregate to Five
Thousand Dollars ($5,000.00).
3. On the 2nd day of February, 1966, the Board of Directors of this
corporation, with the unanimous consent of its shareholders, adopted a
resolution proposing and authorizing an amendment to the aforesaid
certificate of incorporation, to wit:
FIRST: The name of the corporation is ALLIED VAN LINES INTERNATIONAL
CORPORATION.
FOURTH: The total number of shares of stock which the corporation
shall have the authority to issue is twenty thousand (20,000) of the
par value of Five Dollars ($5.00) each, amounting in the aggregate
to One Hundred Thousand Dollars ($100,000.00).
4. The capital of this corporation will not be reduced under or by reason
of the amendment.
5. Said amendment to the certificate of incorporation was duly adopted by
the Board of Directors of this corporation pursuant to and in accordance
with the provisions of Sec. 242 of Title 8 of the Delaware Code.
IN WITNESS WHEREOF, said Ralph Rolapp, President, and said John F.
Christie, Jr., Secretary, of the Allied Sea Van Company, have signed this
certificate and caused the corporate seal of said company to be affixed this
23rd day of February, 1966.
ALLIED SEA VAN COMPANY
By: /s/ Ralph Rolapp
-------------------------
Its President
By: /s/ John F. Christie
-------------------------
Its Secretary
STATE OF ILLINOIS )
) ss.
COUNTY OF COOK )
Ralph Rolapp, being first duly sworn, on oath deposes and says that he is the
President of Allied Sea Van Company; that he has signed the foregoing
Certificate of Amendment and that those matters and representations contained in
said Certificate are true.
/s/ Ralph Rolapp
-------------------------
Ralph Rolapp
SUBSCRIBED AND SWORN TO BEFORE ME
THIS 23rd DAY OF February 1966.
/s/ [ILLEGIBLE]
- ---------------------------------
Notary Public
[STATE CREST]
State
of
DELAWARE
[STATE CREST]
Office of SECRETARY OF STATE
I, John N. McDowell, Secretary of State of the State of Delaware, do
hereby certify that the above and foregoing is a true and correct copy of
Certificate of Incorporation of the "ALLIED SEA VAN COMPANY", as received and
filed in this office the seventeenth day of February, A.D. 1958, at 10 o'clock
A.M.
In Testimony Whereof, I have hereunto set my hand and official seal
at Dover this seventeenth day of February in the year of our Lord
one thousand nine hundred and fifty-eight.
[STAE SEAL] /s/ John N. McDowell
----------------------------------------------
Secretary of State
/s/ MD Tomlinson
----------------------------------------------
Ass't. Secretary of State
REC'D FOR RECORD FEB 17 1958 EDWARD R. HENSEL, RECORDER
CERTIFICATE OF INCORPORATION
OF
ALLIED SEA VAN COMPANY
-o-O-o-
FIRST. The name of the corporation is
ALLIED SEA VAN COMPANY
SECOND. Its principal office in the State of Delaware is located at
No. 100 West Tenth Street, in the City of Wilmington 99, County of New Castle.
The name and address of its resident agent is The Corporation Trust Company, No.
100 West Tenth Street, Wilmington 99, Delaware.
THIRD. The nature of the business, or objects or purposes to be
transacted, promoted or carried on are:
To engage directly or indirectly in the transportation of household
goods, and in all activities incidental to such transportation business,
including port handling operations in the United States and abroad.
To arrange with other firms for ocean shipments, land
transportation, and for all accessorial services in connection therewith.
To manufacture, purchase or otherwise acquire, invest in, own,
mortgage, pledge, sell, assign and transfer or otherwise dispose of, trade, deal
in and deal with goods, wares and merchandise and personal property of every
class and description.
To acquire, and pay for in cash, stock or bonds of this corporation
or otherwise, the good will, 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.
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, trade-marks and trade names, relating to
or useful in connection with any business of this corporation.
To acquire by purchase, subscription or otherwise, and to receive,
hold, own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or
otherwise dispose of or deal in and with any of the shares of the capital stock,
or any voting trust certificates in respect of the shares of capital stock,
scrip, warrants, rights, bonds, debentures, notes, trust receipts, and other
securities, obligations, choses in action and evidences of indebtedness or
interest issued or created by any corporations, joint stock companies,
syndicates, associations, firms, trusts or persons, public or private, or by the
government of the United States of America, or by any foreign government, or by
any state, territory, province, municipality or other political subdivision or
by any governmental agency, and as owner thereof to possess and exercise all the
rights, powers and privileges of ownership, including the right to execute
consents and
vote thereon, and to do any and all acts and things necessary or advisable for
the preservation, protection, improvement and enhancement in value thereof.
To enter into, make and perform contracts of every kind and
description with any person, firm, association, corporation, municipality,
county, state, body politic or government or colony or dependency thereof.
To borrow or raise moneys for any of the purposes of the corporation
and, from time to time without limit as to amount, to draw, make, accept,
endorse, execute and issue promissory notes, drafts, bills of exchange,
warrants, bonds, debentures and other negotiable or non-negotiable instruments
and evidences of indebtedness, and to secure the payment of any thereof and of
the interest thereon by mortgage upon or pledge, conveyance or assignment in
trust of the whole or any part of the property of the corporation, whether at
the time owned or thereafter acquired, and to sell, pledge or otherwise dispose
of such bonds or other obligations of the corporation for its corporate
purposes.
To loan to any person, firm or corporation any of its surplus funds,
either with or without security.
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.
To have one or more offices, to carry on all or any of its
operations and business and without restriction or limit as to amount to
purchase or otherwise acquire, hold, own, mortgage, sell, convey or otherwise
dispose of, real and personal property of every class and description in any of
the states, districts, territories or colonies of the United States, and in any
and all foreign countries, subject to the laws of such state, district,
territory, colony or country.
In general, to carry on any other business in connection with the
foregoing, and to have and exercise all the powers conferred by the laws of
Delaware upon corporations formed under the General Corporation Law of the State
of Delaware, and to do any or all of the things hereinbefore set forth to the
same extent as natural Persons might or could do.
The objects and purposes specified in the foregoing clauses shall,
except where otherwise expressed, be in nowise limited or restricted by
reference to, or inference from, the terms of any other clause in this
certificate of incorporation, but the objects and purposes specified in each of
the foregoing clauses of this article shall be regarded as independent objects
and purposes.
FOURTH. The total number of shares of stock which the corporation
shall have authority to issue is one thousand (1,000) and the par value of each
of such shares is Five Dollars ($5.00), amounting in the aggregate to Five
Thousand Dollars ($5,000.00).
FIFTH. The minimum amount of capital with which the corporation will
commence business is One Thousand Dollars ($1,000.00).
SIXTH. The names and places of residence of the incorporators are as
follows:
NAMES RESIDENCES
----- ----------
H. K. Webb Wilmington, Delaware
H. C. Broadt Wilmington, Delaware
A. D. Atwell Wilmington, Delaware
SEVENTH. The corporation is to have perpetual existence.
EIGHTH. The private property of the stockholders shall not be
subject to the payment of corporate debts to any extent whatever.
NINTH. In furtherance and not in limitation of the powers conferred
by statute, the board of directors is expressly authorized:
To make, alter or repeal the by-laws of the corporation.
To authorize and cause to be executed mortgages and liens upon the
real and personal property of the corporation.
To set apart out of any of the funds of the corporation available
for dividends a reserve or reserves for any proper purpose and to abolish any
such reserve in the manner in which it was created.
By resolution passed by a majority of the whole board, to designate
one or more committees, each committee to consist of two or more of the
directors of the corporation, which, to the extent provided in the resolution or
in the by-laws of the corporation, shall have and may exercise the powers of the
board of directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it. Such committee or committees shall have such name
or names as may be stated in the by-laws of the corporation or as may be
determined from time to time by resolution adopted by the board of directors.
When and as authorized by the affirmative vote of the holders of a
majority of the stock issued and outstanding having voting power given at a
stockholders' meeting duly called for that purpose, or when authorized by the
written consent of the holders of a majority of the voting stock issued and
outstanding, to sell, lease or exchange all of the property and assets of the
corporation, including its good will and its corporate franchises, upon such
terms and conditions and for such consideration, which may be in whole or in
part shares of stock in, and/or other securities of, any other corporation or
corporations, as its board of directors shall deem expedient and for the best
interests of the corporation.
TENTH. Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stock-
holders or any class of them, any court of equitable jurisdiction within the
State of Delaware may, on the application in a summary way of this corporation
or of any creditor or stockholder thereof, or on the application of any receiver
or receivers appointed for this corporation under the provisions of section 291
of Title 8 of the Delaware Code, or on the application of trustees in
dissolution or of any receiver or receivers appointed for this corporation under
the provisions of section 279 of Title 8 of the Delaware Code, order a meeting
of the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
corporation as consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this corporation, as the case may be, and also on this
corporation.
ELEVENTH. Meetings of stockholders may be held outside the State of
Delaware, if the by-laws so provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the corporation. Elections of directors
need not be by ballot unless the by-laws of the corporation shall so provide.
TWELFTH. The corporation reserves the right to amend, alter, change
or repeal any provision contained in this certificate of incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
WE, THE UNDERSIGNED, being each of the incorporators hereinbefore
named, for the purpose of forming a corporation pursuant to the General
Corporation Law of the State of Delaware, do make this certificate, hereby
declaring and certifying that the facts herein stated are true, and accordingly
have hereunto set our hands and seals this 3rd day December A. D. 1957.
H.K. Webb (SEAL)
------------------------------
H.C. Broadt (SEAL)
------------------------------
A.D. Atwell (SEAL)
------------------------------
STATE OF DELAWARE )
) ss:
COUNTY OF NEW CASTLE )
BE IT REMEMBERED that on this 3rd day of December A.D. 1957,
personally came before me, a Notary Public for the State of Delaware, H. K.
Webb, H. C. Broadt and A. D. Atwell, all of the parties to the foregoing
certificate of incorporation, known to me personally to be such, and severally
acknowledged the said certificate to be the act and deed of the signers
respectively and that the facts therein stated are truly set forth.
GIVEN under my hand and seal of office the day and year aforesaid.
M. Ruth Mannering
--------------------------------
M. Ruth Mannering Notary Public.
Notary Public
Appointed Feb. 12, 1957
State of Delaware
Term Two Years