Exhibit 3.27
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 PICKFORDS U.S.A., INC.", CHANGING ITS NAME FROM "ALLIED
PICKFORDS U.S.A., INC." TO "ALLIED INTERNATIONAL N.A., INC.", FILED IN THIS
OFFICE ON THE TWENTY-SECOND DAY OF FEBRUARY, A.D. 1994, AT 1:30 O'CLOCK P.M.
[SEAL]
/s/ William T. Quillen
----------------------------------------
William T. Quillen, Secretary of State
0829174 8100 AUTHENTICATION: 7055203
944039653 DATE: 03-14-94
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
* * * * *
Allied Pickfords U.S.A., Inc., 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 Pickfords,
U.S.A., Inc. be amended by changing the Article thereof numbered "1." so
that, as amended, said Article shall be and read as follows:
"1. The name of the Corporation is:
Allied International N.A., Inc."
SECOND: That in lieu of a meeting and vote of the stockholders
of the Corporation, the sole stockholder has given 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, the Corporation has caused this certificate to be
signed by Michael P. Fergus, its Vice President and Managing Director and
attested by Robert J. Henry, its Secretary, this 21 day of February, 1994.
ALLIED PICKFORDS U.S.A., INC.
By /s/ Michael P. Fergus
------------------------
Michael P. Fergus,
its Vice President and
Managing Director
ATTEST:
By /s/ Robert J. Henry
------------------------------
Robert J. Henry, its Secretary
0151AZ/rm
032160 BK1277PG0603 PAGE 1
State of Delaware
[STATE CREST]
Office of Secretary of State
------------------------
I, MICHAEL RATCHFORD, 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 VAN LINES INTERNATIONAL CORPORATION" FILED IN THIS OFFICE
ON THE FIRST DAY OF APRIL, A.D. 1992, AT 4:30 O'CLOCK P.M.
* * * * * * * * * *
PAULETTE SULLIVAN MOORE RECEIVED FOR RECORD NCCO
000000 92 APR-8 A 9:57.5
[SEAL] /s/ Michael Ratchford
-------------------------------------
Michael Ratchford, Secretary of State
AUTHENTICATION: *3404614
732092025 DATE: 04/03/1992
BK1277 PG0604
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:30 PM 04/01/1992
732092025 - 829174
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 (the "Corporation"), by the unanimous written consent of its members,
filed with the minutes of the Board,
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of the Corporation, 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 Van Lines
International Corporation be amended by changing the Article thereof
numbered "1." so that, as amended, said Article shall be and read as
follows:
"1. The name of the Corporation is:
Allied Pickfords U.S.A., Inc."
SECOND: That in lieu of a meeting and vote of the stockholders of the
Corporation, the sole stockholder has given written consent to said amendment in
accordance with the provisions of Section 228 of the General Corporation Law of
the State of Delaware.
BK1277 PG0605
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, the Corporation has caused this certificate to be
signed by Robert E. Fleisher, its President and attested by Robert J. Henry, its
Secretary, this 30th day of March, 1992.
ALLIED VAN LINES INTERNATIONAL CORPORATION
By /s/ R. E. Fleisher
-----------------------------------
R. E. Fleisher, its President
ATTEST:
By /s/ Robert J. Henry
------------------------------
Robert J. Henry, its Secretary
650AZ/rm
[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 FREIGHT FORWARDING, INCORPORATED", 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.
[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 FREIGHT FORWARDING, INCORPORATED, 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 FREIGHT
FORWARDING, INCORPORATED be amended by changing the Article thereof
numbered that, as amended, said Article shall be and read as
follows:
"1. The name of the corporation is ALLIED VAN LINES INTERNATIONAL
CORPORATION."
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 FREIGHT FORWARDING, INCORPORATED has
caused this certificate to be signed by Robert S. Seeler, its Vice President
and attested by Rex Denkmann, its Assistant Secretary, this 19th day of
November, 1976.
ALLIED FREIGHT FORWARDING, INCORPORATED
By /s/ Robert S. Seeler
-----------------------
Robert S. Seeler
Vice President
ATTEST:
By /s/ Rex Denkmann
-------------------
Rex Denkmann
Assistant Secretary
[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 Incorporation of the "ALLIED FREIGHT FORWARDING, INCORPORATED", as received
and filed in this office the twenty-first day of September, 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-first day of September 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 SEP 21 1976 LEO J. DUGAN, Jr. Recorder
CERTIFICATE OF INCORPORATION
OF
ALLIED FREIGHT FORWARDING, INCORPORATED
1. The name of the corporation is
ALLIED FREIGHT FORWARDING, INCORPORATED
2. The address of its registered office in the State of Delaware is
No. 100 West Tenth Street, in the City of Wilmington, County of New Castle. The
name of its registered agent at such address is The Corporation Trust Company.
3. The nature of the business or purposes to be conducted or
promoted is:
To conduct business as a freight forwarder under part IV of the
Interstate Commerce Act.
To engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of Delaware.
4. The total number of shares of stock which the Corporation shall
have authority to issue is one thousand (1,000); all of such shares shall be
without par value.
5. The name and mailing address of each incorporator is as follows:
NAME MAILING ADDRESS
---- ---------------
G. J. Coyle 100 West Tenth Street
Wilmington, Delaware 19801
W. J. Reif 100 West Tenth Street
Wilmington, Delaware 19801
R. F. Andrews 100 West Tenth Street
Wilmington, Delaware 19801
6. The corporation is to have perpetual existence.
7. 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.
8. Meetings of stockholders may be held within or without the State
of Delaware, as the by-laws may 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 written ballot unless the by-laws of the corporation shall so
provide.
9. 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 this is our act and deed and the facts herein
stated are true, and accordingly have hereunto set our hands and seals this 16th
day of September, 1976.
G. J. Coyle
---------------------
G. J. Coyle
W. J. Reif
---------------------
W. J. Reif
R. F. Andrews
---------------------
R. F. Andrews