Exhibit 3.31
Certificate No. 30764
STATE OF ILLINOIS
OFFICE OF
THE SECRETARY OF STATE
[GRAPHIC]
To all to whom these Presents Shall Come, Greeting:
Whereas, Articles of amendment to the Articles of Incorporation duly signed and
verified of ALLIED VAN LINES INSURANCE AGENCY, INC. have been filed in the
Office of the Secretary of State on the 14th day of February A.D. 1978, as
provided by "THE BUSINESS CORPORATION ACT" of Illinois, in force July 13, A.D.
1933.
Now Therefore, I, ALAN J. DIXON, Secretary of State of the State of Illinois, by
virtue of the powers vested in me by law, do hereby issue this certificate of
amendment and attach thereto a copy of the Articles of Amendment to the Articles
of Incorporation of the aforesaid corporation.
In Testimony Whereof, I hereto set my hand and cause to be affixed the Great
Seal of the State of Illinois, Done at the City of Springfield this 14th day of
February A.D. 1978 and of the Independence of the United States the two hundred
and 2nd.
[SEAL OF THE STATE OF ILLINOIS]
/s/ Alan J. Dixon
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SECRETARY OF STATE
FORM BCA-55
----------------------------
(Do not write in this space)
Date Paid 2-14-78
License Fee $
Franchise Tax $
Filing Fee $25.00
Clerk
----------------------------
(File in Duplicate)
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
Allied Van Lines
Insurance Agency, Inc.
----------------------
(Exact Corporate Name)
To Alan J. Dixon
Secretary of State
Springfield, Illinois
The undersigned corporation, for the purpose of amending its Articles of
Incorporation and pursuant to the provisions of Section 55 of "The Business
Corporation Act" of the State of Illinois, hereby executes the following
Articles of Amendment:
ARTICLE FIRST: The name of the corporation is:
Allied Van Lines Insurance Agency, Inc.
ARTICLE SECOND: The following amendment or amendments were adopted in the
manner prescribed by "The Business Corporation Act" of the State of Illinois:
Article First is amended to read as follows:
"ARTICLE FIRST: The name of the corporation is:
Vanguard Insurance Agency, Inc."
(ILL. - 741 - 11/7/72)
(Disregard separation into classes
if class voting does not apply to
the amendment voted on.)
ARTICLE THIRD: The number of shares of the corporation outstanding at the
time of the adoption of said amendment or amendments was One Hundred (100); and
the number of shares of each class entitled to vote as a class on the adoption
of said amendment or amendments, and the designation of each such class were as
follows:
Class Number of Shares
N/A
(Disregard separation into classes
if class voting does not apply to
the amendment voted on.)
ARTICLE FOURTH: The number of shares voted for said amendment or
amendments was One Hundred (100), and the number of shares voted against said
amendment or amendments was Zero (0). The number of shares of each class
entitled to vote as a class voted for and against said amendment or amendments,
respectively, was:
Number of Shares Voted
Class For Against
N/A
(Disregard these items unless the
amendment restates the articles of
incorporation.)
Item 1. On the date of the adoption of this amendment, restating the articles of
incorporation, the corporation had ______ shares issued, itemized as follows:
Class Series Number of Par value per share or statement
(If Any) Shares that shares are without par value
Item 2. On the date of the adoption of this amendment restating the articles of
incorporation, the corporation had a stated capital of $________ and a paid-in
surplus of $________ or a total of $_________.
(ILL - 741)
(Disregard this Article where
amendment contains no such
provisions.)
ARTICLE FIFTH: The manner in which the exchange, reclassification, or
cancellation of issued shares, or a reduction of the number of authorized shares
of any class below the number of issued shares of that class, provided for in,
or effected by, this amendment, is as follows:
(Disregard this Paragraph where
amendment does not affect stated
capital or paid-in surplus.)
ARTICLE SIXTH: Paragraph 1: The manner in which said amendment or
amendments effect a change in the amount of stated capital or the amount of
paid-in surplus, or both, is as follows:
(Disregard this Paragraph where
amendment does not affect
stated-capital or paid-in surplus.)
Paragraph 2: The amounts of stated capital and of paid-in surplus as
changed by this amendment are as follows:
Before Amendment After Amendment
Stated capital ..... $ $
Paid-in surplus .... $ $
(ILL. - 741)
IN WITNESS WHEREOF, the undersigned corporation has caused these Articles
of Amendment to be executed in its name by its Vice President, and its corporate
seal to be hereto affixed, attested by its Assistant Secretary, this 9th day of
February, 1978.
Allied Van Lines Insurance Agency, Inc.
---------------------------------------
(Exact Corporate Name)
By: /s/ John Ramsbottom
-----------------------------------
Its Vice President
[CORPORATE SEAL OF
ALLIED VAN LINES INSURANCE AGENCY, INC.]
ATTEST
/s/ [ILLEGIBLE]
- ---------------------------------
Its Assistant Secretary
STATE OF ILLINOIS }
} ss.
COUNTY OF COOK }
I, Evelyn K. Kalata, a Notary Public, do hereby certify that on the 9th
day of February, 1978, John C. Ramsbottom personally appeared before me and,
being first duly sworn by me, acknowledged that he signed the foregoing document
in the capacity therein set forth and declared that the statements therein
contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
/s/ Evelyn K. Kalata
-----------------------------------
Notary Public
[NOTARIAL SEAL OF
EVELYN K. KALATA]
FORM BCA-55
Box 5028 File 945-1
==========================================
ARTICLES OF AMENDMENT
to the
ARTICLES OF INCORPORATION
of
ALLIED VAN LINES
INSURANCE AGENCY, INC.
FILED
FEB 14 1978
/s/ Alan J. Dixon
Secretary of State
FILE IN DUPLICATE
Filing Fee $25.00
Filing Fee for Re-Stated Articles $100.00
==========================================
(43995--15M--8-72)
Certificate No. 82265
STATE OF ILLINOIS
OFFICE OF
THE SECRETARY OF STATE
[GRAPHIC]
To all to whom these Presents Shall Come, Greeting:
Whereas, Articles of Incorporation duly signed and verified of ALLIED VAN LINES
INSURANCE AGENCY, INC. have been filed in the Office of the Secretary of State
on the 9th day of August A.D. 1973, as provided by "THE BUSINESS CORPORATION
ACT" of Illinois, in force July 13, A.D. 1933.
Now Therefore, I, MICHAEL J. HOWLETT, Secretary of State of the State of
Illinois, by virtue of the powers vested in me by law, do hereby issue this
certificate of amendment and attach thereto a copy of the Articles of
Incorporation of the aforesaid corporation.
In Testimony Whereof, I hereto set my hand and cause to be affixed the Great
Seal of the State of Illinois, Done at the City of Springfield this 9th day of
August A.D. 1973 and of the Independence of the United States the one hundred
and 98th.
[SEAL OF THE STATE OF ILLINOIS]
/s/ MICHAEL J. HOWLETT
- ---------------------------
SECRETARY OF STATE
FORM B C A-47
BEFORE ATTEMPTING TO EXECUTE THESE BLANKS BE SURE TO READ CAREFULLY
THE INSTRUCTIONS ON THE BACK THEREOF.
(THESE ARTICLES MUST BE FILED IN DUPLICATE)
----------------------------
(Do not write in this space)
Date Paid 8-9-73
License Fee $ .50
Franchise Tax $22.92
Filing Fee $75.00
------
Clerk 98.42
----------------------------
STATE OF ILLINOIS }
} ss.
COUNTY OF COOK }
TO MICHAEL J. HOWLETT, Secretary of State:
The undersigned,
- --------------------------------------------------------------------------------
Address
Name Number Street City State
- --------------------------------------------------------------------------------
James W. Tallant 2120 S. 25th Avenue, Broadview, Illinois
being one or more natural persons of the age of twenty-one years or more or a
corporation, and having subscribed to shares of the corporation to be organized
pursuant hereto, for the purpose of forming a corporation under "The Business
Corporation Act" of the State of Illinois, do hereby adopt the following
Articles of Incorporation:
ARTICLE ONE
The name of the corporation hereby incorporated is: Allied Van Lines Insurance
Agency, Inc.
ARTICLE TWO
The address of its initial registered office in the State of Illinois is: 2120
South 25th Avenue, in the Village of Broadview (60153) County of Cook and the
(Zip Code)
name of its initial Registered Agent at said address is: James W. Tallant
ARTICLE THREE
The duration of the corporation is: perpetual
ARTICLE FOUR
The purpose or purposes for which the corporation is organized are:
See Schedule Attached.
ARTICLE FIVE
PARAGRAPH 1: The aggregate number of shares which the corporation is authorized
to issue is 100,000 divided into one (1) classes. The designation of each class,
the number of shares of each class, and the par value, if any, of the shares of
each class, or a statement that the shares of any class are without par value,
are as follows:
Class Series Number of Par value per share or statement
(If Any) Shares that shares are without par value
Common None 100,000 $10.00 par value per share
PARAGRAPH 2: The preferences, qualifications, limitations, restrictions and the
special or relative rights in respect of the shares of each class are: None
ARTICLE SIX
The class and number of shares which the corporation proposes to issue
without further report to the Secretary of State, and the consideration
(expressed in dollars) to be received by the corporation therefor, are:
Total consideration to be
Class of shares Number of Shares received therefor:
Common 100 $1,000.00
$
ARTICLE SEVEN
The corporation will not commence business until at least one thousand
dollars has been received as consideration for the issuance of shares.
ARTICLE EIGHT
The number of directors to be elected at the first meeting of the
shareholders is: 4
ARTICLE NINE
PARAGRAPH 1: It is estimated that the value of all property to be owned by the
corporation for the following year wherever located will be $________
PARAGRAPH 2: It is estimated that the value of the property to be located within
the State of Illinois during the following year will be $________
PARAGRAPH 3: It is estimated that the gross amount of business which will be
transacted by the corporation during the following year will be $________
PARAGRAPH 4: It is estimated that the gross amount of business which will be
transacted at or from places of business in the State of Illinois during the
following year will be $________
NOTE: If all the property of the corporation is to be located in this
State and all of its business is to be transacted at or from places of
business in this State, or if the incorporators elect to pay the initial
franchise tax on the basis of its entire stated capital and paid-in surplus,
then the information called for in Article Nine need not be stated.
/s/ James W. Tallant
-------------------------------------
-------------------------------------
Incorporators
-------------------------------------
-------------------------------------
NOTE: There may be one or more incorporators. Each incorporator shall be
either a corporation, domestic or foreign, or a natural person of the age of
twenty-one years or more. If a corporation acts as incorporator, the name of the
corporation and state of incorporation shall be shown and the execution must be
by its President or Vice-President and verified by him, and the corporate seal
shall be affixed and attested by its Secretary or an Assistant Secretary.
OATH AND ACKNOWLEDGMENT
STATE OF ILLINOIS }
} ss.
COUNTY OF COOK }
I, Lenore M. Tipping, A Notary Public, do hereby certify that on the 30th day of
July, 1973 James W. Tallant personally appeared before me and being first duly
sworn by me acknowledged the signing of the foregoing document in the respective
capacities therein set forth and declared that the statements therein contained
are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
above written.
/s/ Lenore M. Tipping
-----------------------------------
Notary Public
[NOTARIAL SEAL OF
LENORE M. TIPPING]
FORM B C A-47
================================================================================
ARTICLES OF INCORPORATION
================================================================================
The following fees are required to be paid at the time of issuing certificate of
incorporation: Filing fee, $20.00; Initial license fee of 50 cents per $1,000.00
or 1/20 of 1% of the amount of stated capital and paid-in surplus the
corporation proposes to issue without further report (Article Six); Franchise
tax of 1/20 of 1% of the issued, as above noted. However, the minimum annual
franchise tax is $10.00 and varies monthly on $20,000 or less, as follows:
January, $15; February, $14.17; March, $13.34; April, $12.50; May, $11.67; June,
$10.84; July $10.00; Aug., $9.17; Sept., $8.34; Oct., $7.50; Nov., $6.67; Dec.,
$5.84; (See Sec. 133, BCA).
In excess of $20,000 the franchise tax per $1,000.00 is as follows: Jan., $0.75;
Feb., .7084; March, .6667; April, .625; May, .5834; June, .5417; July, .50;
Aug., .4584; Sept., .4167; Oct., .375; Nov., .3334; Dec., .2917. All shares
issued in excess of the amount mentioned in Article Six of this application must
be reported within 60 days from date of issuance thereof, and franchise tax and
license fee paid thereon; otherwise, the corporation is subject to a penalty of
1% for each month on the amount until reported and subject to a fine of not to
exceed $500.00.
The same fees are required for a subsequent issue of shares except the filing
fee is $1.00 instead of $20.00.
FILED
AUG - 9 1973
/s/ Michael J. Howlett
Secretary of State
================================================================================
(Rev. 1--Req. 4--50M--5-66) 28458
ALLIED VAN LINES INSURANCE AGENCY, INC.
ARTICLES OF INCORPORATION
ARTICLE FOUR
A. The general purpose of this corporation is to act as agent or broker
for insurance companies in soliciting and receiving applications on all kinds of
insurance and/or cause bonding companies to issue all kinds of bonds. The nature
of the business to be transacted and carried on and the objects and purposes to
be promoted are to do any and all of the things herein mentioned, but only in
conformity with and in the furtherance of the foregoing general purpose, namely:
1. To act as agent or broker for the insurance companies in
soliciting and receiving applications for fire and allied lines, marine,
casualty, accident and health, annuities, life, and all other kinds of
insurance, to cause bonding companies to issue all kinds of bonds, to
collect premiums, to do such other business as may be delegated to agents
or brokers by such companies and to conduct a general insurance agency and
insurance brokerage business.
2. To manufacture, purchase, acquire, sell, transfer and dispose of
goods, wares, merchandise, commodities, supplies, and personal property of
every kind to the extent necessary, proper or incidental to the exercise
of any other powers herein specified.
3. To acquire the good-will, rights, property, franchises and
business and to assume the liabilities of any person, firm, association or
corporation in connection therewith; to hold or in any lawful manner
dispose of the whole or any part of the property so acquired, to conduct
in any lawful manner the whole or any part of the business so acquired and
to exercise all the powers necessary or convenient in and about the
conduct and management of such business.
4. To purchase, hold, sell, assign, transfer, mortgage, pledge or
otherwise dispose of shares of the capital stock of, or any bonds,
securities, or evidence of indebtedness created by any other corporation
or corporations organized under the laws of this state or any other state,
country, nation or government, and while the owner thereof, to exercise
all the rights, powers and privileges of ownership.
5. To issue bonds, debentures or obligations of this corporation
from time to time and to secure the same by mortgage, pledge, deed of
trust or otherwise.
Allied Van Lines Insurance Agency, Inc.
Articles of Incorporation
Article Four
Page 2
6. To lend and advance money, to give credit to such persons, firms,
corporations and associations as may be deemed advisable and upon such
terms and security as may seem expedient, and in particular to customers
and others having dealings with the company, and to become security for
any such persons, firms, associations and corporations.
7. To enter into, make, perform and carry out contracts of every
kind for any lawful purpose, without limit as to amount, with any person,
firm, association or corporation.
8. 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; and provided further that shares of its own
capital stock belonging to it shall not be voted upon directly or
indirectly.
9. 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.
10. In general, to carry on any other business in connection with
the foregoing, whether manufacturing or otherwise, and to have and
exercise all the powers conferred by the laws of Illinois upon
corporations formed under the Business Corporation Act of 1933.
B. The foregoing clauses are to be contrued both as objects and powers;
and it is hereby expressly provided that the enumeration herein of specific
objects and powers shall not be held to limit or restrict in any manner the
general powers of the corporation; provided, however, that nothing herein
contained shall be deemed to authorize or permit the corporation to carry on any
business or to exercise any power or to do any act which a corporation formed
under the above-mentioned Act, or any amendment thereof or supplement thereto or
substitute therefor, may not at the time lawfully carry on or do.