- -------------------------------------------------------------------------------
STATE OF WASHINGTON SECRETARY OF STATE
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I, RALPH MUNRO, Secretary of State of the State of Washington and custodian of
its seal, hereby issue this
CERTIFICATE OF AMENDMENT
to
FORMS MANAGEMENT INCORPORATED
a Washington Profit corporation. Articles of Amendment were filed for record in
this office on the date indicated below.
Changing name to FMC RESOURCE MANAGEMENT CORPORATION
U.B.I. Number: 601 111 339 Date: November 14, 1994
GIVEN UNDER MY HAND AND THE SEAL OF THE STATE
OF WASHINGTON, AT OLYMPIA, THE STATE CAPITAL
/S/ RALPH MUNRO
---------------------------------------------
RALPH MUNRO, SECRETARY OF STATE
ARTICLES OF AMENDMENT
OF
FORMS MANAGEMENT, INCORPORATED
Pursuant to the provisions of the Washington Business Corporation Act,
Chapter 23B.10 RCW, the following Articles of Amendment to the Articles of
Incorporation are submitted for filing.
ARTICLE I
The name of this corporation is currently FORMS MANAGEMENT,
INCORPORATED (the "Corporation"), but is being changed by this amendment to FMC
RESOURCE MANAGEMENT CORPORATION.
ARTICLE II
The amendments to the Articles of Incorporation as adopted are as
follows:
(1) Article I of the Articles of Incorporation is amended to
change the name of the corporation to FMC RESOURCE MANAGEMENT
CORPORATION and shall read as follows:
The name of this corporation shall be FMC RESOURCE MANAGEMENT
CORPORATION.
ARTICLE III
The amendment provides for no exchange, classification, or cancellation
of issued shares.
ARTICLE IV
The amendment was adopted by the Board of Directors of the Corporation
on November 7, 1994.
ARTICLE V
Shareholder action on the amendment is not required under the bylaws of
the Company or the Washington Business Corporation Act and, consequently, the
amendment was adopted by the Board of Directors without shareholder action.
IN WITNESS WHEREOF, the Corporation has caused these Articles of
Amendment to be executed on this 7 day of November, 1994.
FORMS MANAGEMENT, INCORPORATED
(Now FMC RESOURCE MANAGEMENT
CORPORATION)
By: /s/ C. William Smith
---------------------------
C. William Smith, its
President
ARTICLES OF AMENDMENT OF
FORMS MANAGEMENT, INC.
STATE OF WASHINGTON
SECRETARY OF STATE
I, RALPH MUNRO, SECRETARY OF STATE OF THE STATE OF WASHINGTON AND CUSTODIAN OF
ITS SEAL,
hereby certify by this certificate that the attached is a true and
correct copy of
CERTIFICATE OF AMENDMENT
of
FORMS MANAGEMENT INCORPORATED
Changing name to FORMS MANAGEMENT INCORPORATED
as filed in this office on May 16, 1989
Date: October 6, 1999
GIVEN UNDER MY HAND AND THE SEAL OF THE STATE
OF WASHINGTON, AT OLYMPIA, THE STATE CAPITAL
/s/ Ralph Munro
--------------------------------------------
RALPH MUNRO, SECRETARY OF STATE
- --------------------------------------------------------------------------------
STATE OF WASHINGTON SECRETARY OF STATE
- --------------------------------------------------------------------------------
I, RALPH MUNRO, Secretary of State of the State of Washington and custodian of
its seal, hereby issue this
CERTIFICATE OF AMENDMENT
to
FORMS MANAGEMENT COMPANY
a Washington Profit corporation. Articles of Amendment were filed for record in
this office on the date indicated below.
Changing name to FORMS MANAGEMENT INCORPORATED
U.B.I. Number: 601 111 339 Date: May 16, 1989
Given under my hand and the seal of the
State of Washington, at Olympia, the State
Capitol.
/s/ Ralph Munro
----------------------------------------
RALPH MUNRO, SECRETARY OF STATE
ARTICLES OF AMENDMENT
OF
FORMS MANAGEMENT COMPANY
Articles of amendment of the Articles of Incorporation of FORMS
MANAGEMENT COMPANY are herein executed by said corporation, pursuant to the
provisions of Revised Code of Washington 23A.l6.040 and 23A.l6.050, as follows:
1. The current name of the corporation is FORMS MANAGEMENT COMPANY.
2. The amendment to the articles of incorporation of said
corporation is as follows: ARTICLE 1 is amended to read as follows:
The name of this corporation is FORMS MANAGEMENT, INCORPORATED.
3. The date of the adoption of said amendment by the shareholders
of said corporation is May 12, 1989.
4. The number of shares outstanding of said corporation is FIVE
THOUSAND ONE HUNDRED (5,100) shares.
The number of shares entitled to vote on said amendment was
FIVE THOUSAND ONE HUNDRED (5,100).
5. The number of shares voted for and against said amendment,
respectively, were as follows:
For Amendment: 5,100 shares
Against Amendment: -0- shares
FORMS MANAGEMENT COMPANY
/s/ Hugh C. Schuster
---------------------------
HUGH C. SCHUSTER
Dated 5/12 , 1989 ITS PRESIDENT
--------------
STATE OF WASHINGTON
SECRETARY OF STATE
I, RALPH MUNRO, SECRETARY OF STATE OF THE STATE OF WASHINGTON AND CUSTODIAN OF
ITS SEAL,
hereby certify by this certificate that the attached is a true and
correct copy of
CERTIFICATE OF INCORPORATION
of
FORMS MANAGEMENT COMPANY
as filed in this office on September 30, 1988
Date: October 6, 1999
GIVEN UNDER MY HAND AND THE SEAL OF THE STATE
OF WASHINGTON, AT OLYMPIA, THE STATE CAPITAL
/s/ Ralph Munro
-----------------------------------
RALPH MUNRO, SECRETARY OF STATE
- --------------------------------------------------------------------------------
STATE OF WASHINGTON SECRETARY OF STATE
- --------------------------------------------------------------------------------
I, RALPH MUNRO, Secretary of State of the State of Washington and custodian of
its seal, hereby issue this
CERTIFICATE OF INCORPORATION
to
FORMS MANAGEMENT COMPANY
a Washington Profit corporation. Articles of Amendment were filed for record in
this office on the date indicated below.
U.B.I. Number: 601 111 339 Date: September 30, 1988
Given under my hand and the seal of the
State of Washington, at Olympia, the State
Capitol.
/s/ Ralph Munro
------------------------------------------
RALPH MUNRO, SECRETARY OF STATE
ARTICLES OF INCORPORATION
OF
FORMS MANAGEMENT COMPANY
ARTICLE 1
The name of this corporation is FORMS MANAGEMENT COMPANY.
ARTICLE 2
This corporation has perpetual existence.
ARTICLE 3
This corporation is organized for the purposes of transacting any and
all lawful business for which corporations may be incorporated under Title 23A
of the Revised Code of Washington, as amended.
ARTICLE 4
The address of the registered office of the corporation is 11711 North
Creek Parkway South, Bothell, Washington 98011, and the name of the registered
agent at such address is Mark Trumper.
ARTICLE 5
The total authorized number of par value shares of the corporation is
One Hundred Thousand (100,000) shares of the par value of One Dollars ($1.00)
per share, amounting in the aggregate to One Hundred Thousand Dollars
($100,000).
ARTICLE 6
Shareholders of the corporation shall be entitled to preemptive rights
to subscribe for or purchase any part of new or additional issues of stock or
securities convertible into stock of any class whatsoever whether now or
hereafter authorized, and whether issued for cash, property, services, by way of
dividend, or otherwise.
ARTICLE 7
The number of directors of this corporation shall be fixed in the
manner specified by the bylaws of this corporation. The first directors of the
corporation are three (3) in number and his their names and addresses are:
Name Address
--------------------------------------
Hugh C. Schuster 8149 NE 150th
Bothell, WA 98011
Mark J. Trumper 810 Hindley Lane
Edmonds, WA 98020
C. William Smith 12007 12th Drive S.E.
Everett, WA 98020
The first directors shall serve until the first annual meeting of
shareholders and until their successors are elected and qualified.
ARTICLE 8
The name and address of the incorporator are:
Name Address
--------------------------------------
Hugh C. Schuster 8149 NE 150th
Bothell, WA 98011
ARTICLE 9
At each election for directors every shareholder entitled to vote at
such election shall have the right to vote in person or by proxy, the number of
shares owned by him for as may persons as there are directors to be elected, or
to cumulate his votes by giving one candidate as many votes as the number of
such directors multiplied by the number of his shares shall equal, or by
distributing such votes on the same principle among any number of such
candidates.
ARTICLE 10
(1) No contracts or other transactions between the corporation and
any other corporation, and no act of the corporation shall in any way be
affected or invalidated by the fact that any of the directors of the
corporation are pecuniarily or otherwise interested in, or are directors or
officers of, such other corporation; and
(2) Any director individually, or any firm of which any director may
be a member, may be a party to, or may be pecuniarily or otherwise interested
in, any contracts or transactions of the corporation, provided that the fact
that he or such firm is so interested shall be disclosed or shall have been
known to the Board of Directors or a majority thereof.
(3) The directors of the corporation shall have the greatest
limitation of liability authorized under Washington law.
ARTICLE 11
The corporation reserves the right to amend, alter, change or repeal
any provision contained in these Articles of Incorporation, in the manner now or
hereafter prescribed by law, and all rights and powers conferred herein on
shareholders and directors are subject to this reserved power.
DATED: 9/23 , 1988
------------------------
/s/ Hugh G. Schuster
---------------------------------------
Hugh G. Schuster
CONSENT TO APPOINTMENT AS REGISTERED AGENT
I, MARK J. TRUMPER do hereby consent to serve as registered agent for
FORMS MANAGEMENT COMPANY.
I understand that as agent for the corporation, it will be my
responsibility to receive service of process in the name of the corporation; to
forward all mail to the corporation; and to immediately notify the office of the
Secretary of State in the event of my resignation, or of any changes in the
registered office address of the corporation for which I am agent.
DATED: 9/23/88 , 1988
------------------------
/s/ Mark J. Trumper
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MARK J. TRUMPER
Address of Registered Agent:
11711 North Creek Parkway South
Bothell, WA 98011