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EXHIBIT 3.21
Name changed to McCOLPIN-CHRISTIE CORP.
CERTIFICATE OF AMENDMENT OF THE
ARTICLES OF INCORPORATION
OF
McCOLPIN-CHRISTIE CORPORATION, LTD.
[To change name to McColpin-Christie Corp.]
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 meeting of the board of directors of McColpin-Christie
Corporation, Ltd., duly held on February 20, 1952, at the principal office of
the corporation at 3410 West 67th Street, Los Angeles, California, at which
meeting a quorum consisting of two of the three directors of this corporation
was 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 its
corporate name be changed to McColpin-Christie Corp.,
"NOW, THEREFORE, IT HEREBY IS RESOLVED, that Article FIRST of the
articles of incorporation of this corporation hereby is amended to read as
follows:
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"'FIRST: That the name of this corporation shall be
McCOLPIN-CHRISTIE CORP.'
"RESOLVED, FURTHER, that the board of directors hereby adopts and
approves said amendment to the articles of incorporation;
"RESOLVED, FURTHER, that the president and secretary of this
corporation be, and they hereby are, and each of them hereby is, authorized
to procure the adoption and approval of said amendment by the vote or
written consent of the shareholders of this corporation;
"RESOLVED, FURTHER, that the president and secretary be, and they
hereby are, authorized and directed to sign, verify, and cause to be filed
a certificate of the 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, and each of them hereby is, authorized
and directed to perform such acts and to execute such instruments as may be
necessary or convenient 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:
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"CONSENT OF SHAREHOLDERS TO THE AMENDMENT
OF THE ARTICLES OF INCORPORATION OF
McCOLPIN-CHRISTIE CORPORATION, LTD.
"WHEREAS, at a meeting of the board of directors of McColpin-Christie
Corporation, Ltd., a California corporation, duly held on February 20,
1952, at the principal office for the transaction of the business of said
corporation at 3410 West 67th Street, Los Angeles, California, at which
meeting a quorum consisting of two of the three directors of said
corporation was at all times present and acting, an amendment of the
articles of incorporation of said corporation was adopted and approved by
resolutions of said board of directors amending Article FIRST of said
articles of incorporation to read as follows:
'FIRST: That the name of this corporation shall be
McCOLPIN-CHRISTIE CORP.'
"NOW, THEREFORE, each of the undersigned, being the owner of the
number of shares of stock of said corporation set down opposite his or her
signature at the end of this certificate, hereby does adopt, approve, and
consent to the foregoing amendment of said articles of incorporation, and
hereby does consent that Article FIRST of said articles of incorporation be
amended to read as follows:
'FIRST: That the name of this corporation shall be
McCOLPIN-CHRISTIE CORP.'
"Witness the signature of each of the undersigned, and following the
signature, the date of signing and the number of shares of said corporation
held of
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record on the date of signing, all of which shares are entitled to vote upon
amendments of said articles of incorporation of the character of the foregoing
amendment.
<Table>
<Caption>
"Signatures of Share- Date of Number of
Holders Signing Shares Owned
---------------------- ------- ------------
/s/ S. L. CHRISTIE May 3, 1952 2,276
-------------------------------
S. L. Christie
/s/ S. L. CHRISTIE ) May 3, 1952
------------------------------- )
S. L. Christie ) 800
and )
/s/ SIGRID CHRISTIE ) May 3, 1952
------------------------------- )
Sigrid Christie )
/s/ E. E. HUGHES ) May 5, 1952
------------------------------- )
E. E. Hughes ) 660
and )
/s/ FLORA HUGHES ) May 6, 1952
------------------------------- )
Flora Hughes )
/s/ GLENFORD J. FOSTER ) May 2, 1952
------------------------------- )
Glenford J. Foster )
and ) 324
/s/ MARGARET J. FOSTER ) May 7, 1952
------------------------------- )
Margaret J. Foster )
/s/ D. G. DINSMORE May 2, 1952 128"
-------------------------------
D. G. Dinsmore
</Table>
THIRD: The total number of shares of McColpin-Christie Corporation, Ltd.
adopting and approving said resolutions of the board of directors that the
articles of incorporation should be amended as stated in said resolutions, and
consenting to the amendment of the articles of incorporation of said
corporation, all as stated and set forth above, is 4,188.
FOURTH: The total number of shares of McColpin-Christie Corporation, Ltd.
entitled to adopt and approve resolutions of the board of directors that the
articles of incorporation be
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amended as set forth herein, and entitled to consent to the amendment of the
articles of incorporation as set forth herein is 4,842.
Dated: May 22, 1952.
/s/ S. L. Christie
-----------------------------------
S. L. Christie, President
/s/ D. G. Dinsmore
-----------------------------------
D. G. Dinsmore, Secretary
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STATE OF CALIFORNIA )
) ss.
County of Los Angeles )
S. L. CHRISTIE and. D. G. DINSMORE, first being 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 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
me this 22nd day of May, 1952.
/s/ Harold S. Nutter
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Notary Public in and for the County
of Los Angeles, State of California.
NOTARY PUBLIC
(SEAL)
My Commission Expires Mar. 20, 1995
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