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EXHIBIT 3.20
[Stock increased from $25,000 to $300,000
(30,000 sh. of $10 par)].
CERTIFICATE OF AMENDMENT OF THE
ARTICLES OF INCORPORATION OF
McCOLPIN-CHRISTIE CORPORATION, LTD.
The undersigned, S. L. CHRISTIE and D. G. DINSMORE, hereby do certify that
they are, and at all times herein mentioned have been, respectively, the duly
elected, qualified, and acting president and secretary of McCOLPIN-CHRISTIE
CORPORATION, LTD., a California corporation; and, further, they do certify as
follows:
First: At a special meeting of the board of directors of McColpin-Christie
Corporation, Ltd., duly held at the office of the corporation, 4922 south
Figueroa Street, Los Angeles, California, on October 24, 1947, at which meeting
all of the directors were present and acting, the following resolutions duly
were adopted by unanimous vote:
WHEREAS, the board of directors of this corporation deems it to be for the
best interests of this corporation and of its shareholders that the
articles of incorporation of this corporation be amended to increase the
number of shares of stock which this corporation may be authorized to
issue:
NOW, THEREFORE, IT HEREBY IS RESOLVED, that Article SIXTH of the articles
of incorporation of this corporation be, and said Article SIXTH hereby is,
amended to read as follows:
"SIXTH: The total number of shares which this corporation may issue is
thirty thousand (30,000); the aggregate par value of said shares is
three hundred thousand dollars ($300,000.00); and the par value of
each share is ten dollars ($10.00)."
RESOLVED, FURTHER, that the board of directors of this corporation hereby
adopts said amendment of the articles of incorporation of this corporation.
RESOLVED, FURTHER, that the president and secretary of this corporation be,
and they hereby are, and each of them hereby is, authorized and directed to
present the foregoing amendment to the shareholders of this corporation for
their approval.
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RESOLVED, FURTHER, that the president and secretary of this corporation be,
and they hereby are, authorized and directed to sign, verify, and file or
cause to be filed, a certificate of amendment of the articles of
incorporation of this corporation all in conformity with the laws of the
State of California.
RESOLVED, FURTHER, that the president and secretary of this corporation be,
and they hereby are, authorized and directed to do such acts as may be
necessary to make the foregoing resolutions fully effective.
Second: Shareholders of McColpin-Christie Corporation, Ltd. holding at
least a majority of the voting power of said corporation consented in writing
that the articles of incorporation of said corporation should be amended in the
manner stated in said resolutions adopted by the board of directors of said
corporation. The following is a copy of the form of written consent signed by
said shareholders of said corporation.
"CONSENT OF SHAREHOLDERS TO THE AMENDMENT OF THE ARTICLES OF INCORPORATION
OF McCOLPIN-CHRISTIE CORPORATION, LTD.
"Each of the undersigned hereby certifies as follows:
"1. I own the number of shares of stock of McColpin-Christie Corporation,
Ltd., a California corporation, set down opposite my signature at the end
of this certificate.
"2. I hereby adopt and approve resolutions adopted by the board of
directors of McColpin-Christie Corporation, Ltd. at a meeting held on
October 24, 1947, of which resolutions the following is a copy:
`WHEREAS, the board of directors of this corporation deems it to be
for the best interests of this corporation and of its shareholders
that the articles of incorporation of this corporation be amended to
increase the number of shares of stock which this corporation may be
authorized to issue.
`NOW, THEREFORE, IT HEREBY IS RESOLVED, that Article SIXTH of the
articles of incorporation of this corporation be, and said Article
SIXTH hereby is, amended to read as follows:
"SIXTH: The total number of shares which this corporation may
issue is thirty thousand (30,000); the aggregate par value of
said shares is three hundred thousand dollars ($300,000.00); and
the par value of each share is ten dollars ($10.00)."
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`RESOLVED, FURTHER, that the board of directors of this corporation
hereby adopts said amendment of the articles of incorporation of this
corporation.
`RESOLVED, FURTHER, that the president and secretary of this
corporation be, and they hereby are, and each of them hereby is,
authorized and directed to present the foregoing amendment to the
shareholders of this corporation for their approval.
`RESOLVED, FURTHER, that the president and secretary of this
corporation be, and they hereby are, authorized and directed to sign,
verify, and file or cause to be filed, a certificate of amendment of
the articles of incorporation of this corporation all in conformity
with the laws of the State of California.
`RESOLVED, FURTHER, that the president and secretary of this
corporation be, and they hereby are, authorized and directed to do
such acts as may be necessary to make the foregoing resolutions fully
effective.'
"3. I hereby consent that Article SIXTH of the articles of incorporation of
McColpin-Christie Corporation, Ltd. be amended to read as follows:
`SIXTH: The total number of shares which this corporation may issue is
thirty thousand (30,000); the aggregate par value of said shares is
three hundred thousand dollars ($300,000.00); and the par value of
each share is ten dollars ($10.00).'
<Table>
<Caption>
"Signatures of shareholders Number of Date of
Shares Owned Signing
--------------------------- ------------ -------
/s/ S. L. CHRISTIE )
------------------------ )
S. L. Christie )
) 800 Oct. 25, 1947
/s/ SIGRID CHRISTIE )
------------------------ )
Sigrid Christie )
/s/ S. L. CHRISTIE
------------------------
S. L. Christie 1176 Oct. 25, 1947
/s/ D. G. DINSMORE 78 Oct. 25, 1947
------------------------
D. G. Dinsmore
/s/ E. E. HUGHES )
------------------------ )
E. E. Hughes )
) 100 Oct. 27, 1947
/s/ FLORA HUGHES )
------------------------ )
Flora Hughes )
</Table>
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<Table>
<Caption>
"Signatures of shareholders Number of Date of
Shares Owned Signing
--------------------------- ------------ -------
/s/ G. J. FOSTER ) 60 Oct. 30, 1947
------------------------ )
G. J. Foster )
)
/s/ MARGARET J. FOSTER )
------------------------ )
Margaret J. Foster )
/s/ H. R. JAENECKE 185 Oct. 29, 1947
------------------------
H. R. Jaenecke
-----
2399
</Table>
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"CERTIFICATE OF SECRETARY
"I, D. G. DINSMORE, hereby do certify as follows:
"1. On each of the dates set down opposite the signatures of the persons
who signed the foregoing certificate, I was, and I still am, the duly
elected, qualified, and acting secretary of McColpin-Christie Corporation,
Ltd., a California corporation.
"2. The records of said McColpin-Christie Corporation, Ltd. show that each
of the persons who signed the foregoing certificate owned, on the date set
down opposite his signature, and still owns, the number of shares of
capital stock of said corporation set down opposite his signature.
"Dated: October 30, 1947.
" /s/ D. G. DINSMORE
--------------------------------
D. G. Dinsmore"
Third: The total number of shares of McColpin-Christie Corporation, Ltd.
adopting and approving resolutions adopted by the board of directors of said
corporation that the articles of incorporation of said corporation should be
amended, and consenting to the amendment of the articles of incorporation of
said corporation, all as stated and set forth above, is 2,399.
Fourth: The total number of shares of McColpin-Christie Corporation, Ltd.
entitled to adopt and approve resolutions adopted by the board of directors that
the articles of incorporation of said corporation is amended, and entitled to
consent to the amendment of the articles of incorporation of said corporation,
is 2,400.
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IN WITNESS WHEREOF, the undersigned have executed this certificate of
amendment this 30th day of October, 1947.
/s/ S. L. Christie
--------------------------------
S. L. Christie, President
/s/ D. G. Dinsmore
--------------------------------
(SEAL) D. G. Dinsmore, Secretary
STATE OF CALIFORNIA )
) ss.
COUNTY OF LOS ANGELES )
S. L. CHRISTIE and. D. G. DINSMORE, being first duly sworn, each for
himself deposes and says: S. L. Christie is, and at all tines mentioned in the
foregoing certificate of amendment was, the president of McColpin-Christie
Corporation, Ltd., the California corporation therein named. D. G. Dinsmore is,
and at all times mentioned in the foregoing certificate of amendment was, the
secretary of said corporation. Each of us has read said certificate of
amendment. The statements contained in said certificate of amendment are true of
our own knowledge. The signatures of S. L. Christie and D. G. Dinsmore affixed
to said certificate of amendment are the genuine signatures of the president and
the secretary, respectively, of said corporation.
/s/ S. L. Christie
--------------------------------
S. L. Christie, President
/s/ D. G. Dinsmore
--------------------------------
D. G. Dinsmore, Secretary
Subscribed and sworn to before me
this 30th day of October, 1947
/s/ Harold S. Nutter
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Notary Public in and for the County
of Los Angeles, State of California
(SEAL)