Exhibit 3.5
STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
CERTIFICATE OF EXISTENCE
To Whom These Presents Come, Greeting:
I, SUE ANNE, GILROY, Secretary of State of Indiana, do hereby certify that
I am, by virtue of the laws of the State of Indiana, the custodian of the
corporate records and the proper official to execute this certificate.
I further certify that records of this office disclose that
FLEET INSURANCE MANAGEMENT INC
filed Articles of Incorporation on October 22, 1979, and is a corporation duly
organized and existing under and by virtue of the laws of the State of Indiana.
I further certify that this corporation has filed its most recent annual
report required by Indiana law with the Secretary of State, or is not yet
required to file such annual reports, and that Articles of Dissolution have not
been filed.
[SEAL] In Witness Whereof, I have hereunto set my
hand and affixed the seal of the State of
SEAL OF THE STATE OF INDIANA Indiana, at the City of Indianapolis, this
Sixteenth day of November, 1999.
1816
/s/ Sue Anne Gilroy
SUE ANNE GILROY, Secretary of State
[Illegible
Initials]
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Deputy
Form SSC-01
State Form 4158
STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
CERTIFICATE OF INCORPORATION
OF
FLEET INSURANCE MANAGEMENT, INC.
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I, EDWIN J. SIMCOX, Secretary of State of the State of Indiana, hereby
certify that Articles of Incorporation of the above Corporation, in the form
prescribed by my office, prepared and signed in duplicate by the
incorporator(s), and acknowledged and verified by the same before a Notary
Public, have been presented to me at my office accompanied by the fees
prescribed by law; that I have found such Articles conform to law; that I have
endorsed my approval upon the duplicate copies of such Articles; that all fees
have been paid as required by law; that one copy of such Articles has been filed
in my office; and that the remaining copy of such Articles bearing the
endorsement of my approval and filing has been returned by me to the
incorporator(s) or his (their) representatives; all as prescribed by the
provisions of the INDIANA GENERAL CORPORATION ACT, as amended.
NOW, THEREFORE, I hereby issue to such Corporation this Certificate of
Incorporation, and further certify that its corporate existence has begun.
In Witness Whereof, I have hereunto set my hand and affixed
[SEAL] the seal of the State of Indiana, at the City of Indianapolis,
this 22nd day of OCTOBER, 1979
______________________________________________________________
EDWIN J. SIMCOX, Secretary of State
By____________________________________________________________
Deputy
NOTE: This form may now also be used for incorporating pursuant to the Medical
Professional Corporation Act, the Dental Professional Corporation Act, and the
Professional Corporation Act of 1965, as well as the General Corporation Act. If
the corporation is to be formed pursuant to the authority of one of these
statutes other than the General Corporation Act, so indicate in the preamble
below by striking the references to the three inappropriate statutes.
Professional Accounting Corporations are considered to be formed pursuant to the
authority of the Indiana General Corporation Act, but subject to the provisions
of IC 23-1-13.5, and appropriate statutory reference should be made in the
preamble or Article II below.
APPROVED
AND
FILED
OCT 22 1979
/s/ Edwin J. Simcox
SECRETARY OF STATE OF INDIANA
Corporate Form No. 101 (Jan. 1977)--Page One
ARTICLES OF INCORPORATION
Edwin J. Simcox, Secretary of State of Indiana
Use White Paper--Size 8 1/2 x 11--For Inserts
Filing Requirements--Present 2 originally signed and fully executed copies to
Secretary of State, Room 155, State House, Indianapolis 46204
Recording Requirements--Recording of Articles of Incorporation in the Office of
the County Recorder is no longer required by the Indiana General
Corporation Act.
ARTICLES OF INCORPORATION
OF
FLEET INSURANCE MANAGEMENT, INC.
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The undersigned incorporator or incorporators, desiring to form a
corporation (hereinafter referred to as the "Corporation") pursuant to the
provisions of the Indiana General Corporation Act (Medical Professional
Corporation Act/Dental Professional Corporation Act/Professional Corporation Act
of 1965), as amended (hereinafter referred to as the "Act"), execute the
following Articles of Incorporation.
ARTICLE I
Name
The name of the Corporation is FLEET INSURANCE MANAGEMENT, INC.
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ARTICLE II
Purposes
The purposes for which the Corporation is formed are:
To initiate and continue activities relating to the operation of a
licensed insurance agency.
State Form 4159
Corporate Form No. 101--Page Two
Prescribed by Edwin J. Simcox, Secretary of State
(Jan. 1977)
ARTICLE III
Period of Existence
The period during which the Corporation shall continue is perpetual.
ARTICLE IV
Resident Agent and Principal Office
Section 1. Resident Agent. The name and address of the Corporation's
Resident Agent for service of process
is C T Corporation System 1011 Merchants Bank Building
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(Name) (Number and Street or Building)
Indianapolis Indiana 46204
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(City) (State) (Zip Code)
Section 2. Principal Office. The post office address of the principal
office of the Corporation is
5001 U.S. Highway 30 West Ft. Wayne Indiana 46818
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(Number and Street or Building) (City) (State) (Zip Code)
ARTICLE V
Authorized Shares
Section 1. Number of Shares:
The total number of shares which the Corporation is to have authority to issue
is 1000.
A. The number of authorized shares which the corporation designates as having
par value is -- with a par value of $00.00.
B. The number of authorized shares which the corporation designates as
without par value is 1000.
Section 2. Terms of Shares (if any): Such shares may be sold by the Corporation
for such an amount of consideration as shall, from time to time, be fixed by the
Board of Directors. Transfers of shares may be made only upon the books of the
Corporation by the holder named in the certificate therefore, or by his attorney
duly constituted in writing, and upon surrender of such certificate properly
endorsed by such holder; or the secretary when so authorized by the Board of
Directors, with or without the surrender of such certificate.
The Corporation shall have the right to treat the holder of record of any share
as a holder in fact thereof, and accordingly, shall not be bound to recognize
any equitable or other claims, to, or interest in, such share on the part of any
other person, whether or not it shall have express or other notice thereof.
Each share of stock shall be entitled to one vote.
Corporate Form No. 101--Page Three
Prescribed by Edwin J. Simcox, Secretary of State
(Jan. 1977)
ARTICLE VI
Requirements Prior To Doing Business
The Corporation will not commence business until consideration of the
value of at least $1,000 (one thousand dollars) has been received for the
issuance of shares.
ARTICLE VII
Director(s)
Section 1. Number of Directors: The initial Board of Directors is composed
of 3 member(s). The number of directors may be from time to time fixed by the
By-Laws of the Corporation at any number. In the absence of a By-Law fixing the
number of directors, the number shall be 3.
Section 2. Names and Post Office Addresses of the Director(s): The name(s)
and post office address(es) of the initial Board of Director(s) of the
Corporation is (are):
Name Number and Street or Building City State Zip Code
---- ----------------------------- ---- ----- --------
Kenneth W. Maxfield P. O. Box 988 Fort Wayne IN 46801
W. Richard Helstrom P. O. Box 988 Fort Wayne IN 46801
B. Wade Monroe P. O. Box 988 Fort Wayne IN 46801
Section 3. Qualifications of Directors (if any):
None
Corporate Form No. 101--Page Four
Prescribed by Edwin J. Simcox, Secretary of State
(Jan. 1977)
ARTICLE VIII
Incorporator(s)
The name(s) and post office address(es) of the incorporator(s) of the
Corporation is (are):
Name Number and Street or Building City State Zip Code
---- ----------------------------- ---- ----- --------
W. Richard Helstrom P. O. Box 988 Fort Wayne IN 46801
Gerald A. Burns P. O. Box 988 Fort Wayne IN 46801
ARTICLE IX
Provisions for Regulation of Business
and Conduct of Affairs of Corporation
("Powers" of the Corporation, its directors or shareholders)
Both shareholders and directors shall have the power to make, alter, amend, or
repeal the bylaws of the Corporation. Meetings of shareholders may be held
either within or without the State of Indiana if the bylaws so provide. The
books of the Corporation, except the duplicate stock register or transfer book,
may be kept either within or without the State of Indiana, at such place or
places as may be from time to time designated by the Board of Directors.
The Corporation reserves the right to alter, amend, change, or repeal any
provisions contained in these Articles of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights confined upon shareholders
herein are granted subject to this reservation.
Corporate Form No. 101--Page Five
Prescribed by Edwin J. Simcox, Secretary of State
(Jan. 1977)
IN WITNESS WHEREOF, the undersigned, being all of the incorporator(s)
designated in Article VIII, execute(s) these Articles of Incorporation and
certify to the truth of the facts herein stated, this 12th day of October, 1979.
/s/ W. Richard Helstrom /s/ Gerald A. Burns
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(Written Signature) (Written Signature)
W. Richard Helstrom Gerald A. Burns
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(Printed Signature) (Printed Signature)
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(Written Signature)
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(Printed Signature)
STATE OF INDIANA )
) ss:
COUNTY OF ALLEN )
I, the undersigned, a Notary Public duly commissioned to take
acknowledgements and administer oaths in the State of Indiana, certify that W.
Richard Helstrom & Gerald A. Burns, being both of the incorporator(s) referred
to in Article VIII of the foregoing Articles of Incorporation, personally
appeared before me; acknowledged the execution thereof; and swore to the truth
of the facts therein stated.
Witness my hand and Notarial Seal this 12th day of October, 1979
/s/ Patricia A. Dunn
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(Written Signature)
Patricia A. Dunn
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(Printed Signature)
My Commission Expires: Notary Public
June 8, 1982
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My County of Residence: Allen
This instrument was prepared by Gerald A. Burns, Attorney at Law,
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(Name)
P. O. Box 988 Fort Wayne IN 46801
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(Number and Street or Building) (City) (State) (Zip Code)
[SEAL]
SEAL OF THE STATE OF INDIANA
1816
ARTICLES OF AMENDMENT OF THE Provided by: JOSEPH H. HOGSETT
ARTICLES OF INCORPORATION SECRETARY OF STATE OF INDIANA
State Form 38333 (R5 9-91) CORPORATIONS DIVISION
State Board of Accounts Approved 1988 302 W. WASHINGTON ST RM E018
INDIANAPOLIS IN 46204
TELEPHONE: (317) 232-6576
Indiana Code 23-1-38-1 et seg.
FILING FEE $30.00
PAID
[Illegible]
SECRETARY OF STATE OF INDIANA
INSTRUCTIONS Use 8 1/2 X 11 inch white paper for inserts. Filing requirements -
Present original and one copy to address in upper right corner of this form.
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ARTICLES OF AMENDMENT OF THE
ARTICLES OF INCORPORATION OF:
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Fleet Insurance Management, Inc.
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The undersigned officers of
Fleet Insurance Management, Inc.
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(hereinafter referred to as the "Corporation") existing pursuant to the
provisions of:
(Indicate appropriate act)
|X| Indiana Business Corporation Law |_| Indiana Professional Corporation Act
of 1983
as amended (hereinafter referred to as the "Act"), desiring to give notice of
corporate action effectuating amendment of certain provisions of its Articles of
Incorporation, certify the following facts:
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ARTICLE I Amendment(s)
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SECTION 1 The date of incorporation of the corporation is:
October 22, 1979
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SECTION 2 The name of the corporation following this amendment to the Articles
of Incorporation is:
Fleet Insurance Management, Inc.
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SECTION 3
The exact text of Article(s) II of the Articles of Incorporation is now as
follows:
(a) To initiate and continue activities relating to the operation of a
licensed insurance agency; and
(b) to transact any and all lawful business for which corporations may be
incorporated under the Indiana General Corporation Act.
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SECTION 4 Date of each amendment's adoption:
August 13, 1993
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RECEIVED
[ILLEGIBLE]
93 AUG 26 P5:24
[ILLEGIBLE]
STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
ARTICLES OF AMENDMENT
To Whom These Presents Come, Greeting:
WHEREAS, there has been presented to me at this office, Articles of Amendment
for:
FLEET INSURANCE MANAGEMENT INC
and said Articles of Amendment have been prepared and signed in accordance with
the provisions of the
Indiana Business Corporation Law,
as amended.
NOW, THEREFORE, I, JOSEPH H. HOGSETT, Secretary of State of Indiana, hereby
certify that I have this day filed said articles in this office.
The effective date of these Articles of Amendment is August 26, 1993.
In Witness Whereof, I have hereunto set my
[SEAL] hand and affixed the seal of the State of
Indiana, at the City of Indianapolis, this
SEAL OF THE STATE OF INDIANA Twenty-sixth day of August , 1993
1816 /s/ Joseph H. Hogsett
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JOSEPH H. HOGSETT, Secretary of State
By /s/ [Illegible]
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Deputy