Exhibit 3.34(a)
STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
CERTIFICATE OF AMENDMENT
OF
MEADOWLARK FARMS, INC.
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I, EDWIN J. SIMCOX, Secretary of State of Indiana, hereby certify that
Articles of Amendment for the above Corporation have been filed in the form
prescribed by my office, prepared and signed in duplicate in accordance with
Chapter Four of the Indiana General Corporation Act (IC 23-1-4). THE NAME OF
THE CORPORATION IS AMENDED AS FOLLOWS:
MEADOWLARK INC.
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NOW, THEREFORE, upon due examination, I find that the Articles of Amendment
conform to law, and 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 Corporation.
In Witness Whereof, I have hereunto set my hand and affixed
the seal of the State of Indiana, at the City of
Indianapolis, this 5/th/ day of March, 1986
/s/ Edwin J. Simcox
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EDWIN J. SIMCOX, Secretary of State
By_________________________________________________________
Deputy
ARTICLES OF AMENDMENT
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OF THE
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ARTICLES OF INCORPORATION
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OF
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MEADOWLARK FARMS, INC.
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The undersigned officers of Meadowlark Farms, Inc.
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(hereinafter referred to as the Corporation") existing pursuant to the
provisions of the Indiana General Corporation Act, 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:
ARTICLE I
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TEXT OF THE AMENDMENT
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The exact text of Article 1.
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of the Articles of Incorporation of the Corporation, as amended (hereinafter
referred to as the "Amendments"), now is as follows:
The name of this corporation shall be Meadowlark Inc.
ARTICLE II
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MANNER OF ADOPTION AND VOTE
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SECTION 1. ACTION BY DIRECTORS (SELECT APPROPRIATE PARAGRAPH).
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(a) The Board of Directors of the Corporation, at a meeting thereof, duly
called, constituted and held on_______________ , 19_____ , at which a quorum of
such Board of Directors was present, duly adopted a resolution proposing to the
Shareholders of the Corporation entitled to vote in respect the Amendments that
the provisions and terms of Article _________________of its Articles of
Incorporation be
amended so as to read as set for the in the Amendments; and called a meeting of
such shareholders, to be held __________________, 19_____, to adopt or reject
the Amendments, unless the same were so approved prior to such date by unanimous
written consent.
(b) By written consent executed on December 18, 1985, signed by all of the
members of the Board of Directors of the Corporation, a resolution was adopted
proposing to the Shareholders of the Corporation entitled to vote in respect of
the Amendments, that the provisions and terms of Articles of its Articles of
Incorporation be amended so as to read as set forth in the Amendments.
Section 2. Action by Shareholders (select appropriate paragraph).
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(a) The Shareholders of the Corporation entitled to vote in respect of the
Amendments, at a meeting thereof, duly called, constituted and held on
_______________________________, 19__________, at which ________________________
________________________________________________________________________________
________________________________________________________________________________
were present in person or by proxy, adopted the Amendments.
The holders of the following classes of shares were entitled to vote as a
class in respect of the Amendments:
(1)
(2)
(3)
The number of shares entitled to vote in respect of the Amendments, the
number of shares voted in favor of the adoption of the Amendments, and the
number of shares voted against such adoption are as follows:
Total Shares Entitled to Vote as a Class
(as listed immediately above)
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(1) (2) (3)
Shares entitled to vote: ______ ______ ______ ______
Shares voted in favor: ______ ______ ______ ______
Shares voted against: ______ ______ ______ ______
(b) By written consent executed on December 18, 1985, signed by the holders
of all shares of the Corporation, being all of the shares of the Corporation
entitled to vote in respect of the Amendments, the Shareholders adopted the
Amendments.
Section 3. Compliance with Legal Requirements.
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The manner of the adoption of the Amendments, and the vote by which they
were adopted, constitute full legal compliance with the provisions of the Act,
the Articles of Incorporation, and the By-Laws of the Corporation.
ARTICLE III
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STATEMENT OF CHANGES MADE WITH RESPECT TO ANY INCREASE IN THE NUMBER OF SHARES
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HERETOFORE AUTHORIZED
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Aggregate Number of Shares
Previously Authorized __________________
Increase __________________
Aggregate Number of Shares
To Be Authorized After Effect of This Amendment ___________________
(No changes made with respect to shares)
IN WITNESS WHEREOF, the undersigned officers execute these Articles of Amendment
of the Articles of Incorporation of the Corporation, and certify to the truth of
the facts herein stated, this 20/th/ day of December, 1985.
/s/ David George Ball /s/ Raymond J. Cook
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(Written Signature) (Written Signature)
DAVID GEORGE BALL RAYMOND J. COOK
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(Printed Signature) (Printed Signature)
Meadowlark Farms, Inc. Meadowlark Farms, Inc.
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(Name of Corporation) (Name of Corporation)
STATE OF CONNECTICUT )
)
COUNTY OF FAIRFIELD )
I, the undersigned, a Notary Public duly commissioned to take
acknowledgments and administer oaths in the State of Connecticut, certify that
David George Ball, the Vice President, and Raymond J. Cooke, the Assistant
Secretary of Meadowlark Farms, Inc. the officers executing the
foregoing Articles of Amendment of the 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 20/th/ day of December, 1985.
/s/ Patricia A. Driscoll
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(Written Signature)
PATRICIA A. DRISCOLL
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(Printed Signature)
My Commission Expires: Notary Public
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This instrument was prepared by Raymond J. Cooke, Attorney at Law, 200 Park
Avenue, New York, New York 10017.
STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
RUE J. ALEXANDER, SECRETARY OF STATE
To Whom These Presents Come, Greeting:
Whereas, there has been presented to me at this office Articles of
Incorporation in triplicate for Meadowlark Farms, Inc. showing capital stock as
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follows:
1000 SHARES HAVING A PAR VALUE OF $10.00 EACH
Said Articles of Incorporation having been prepared and signed in accordance
with "An Act concerning domestic and foreign corporations for profit, providing
penalties for the violation hereof, and repealing all laws or parts of laws in
conflict herewith," approved March 16, 1929, and Acts supplemental thereto.
Whereas, upon due examination, I find that they conform to law:
Now, therefore, I hereby certify that I have this day endorsed my approval
upon the triplicate copies of Articles so presented, and, having received the
fees required bylaw, in the sum of $11.50 have filed one copy of the Articles in
this office and returned two copies bearing the endorsement of my approval to
the incorporators, or their representatives.
In Witness Whereof, I have hereunto set my
hand and affixed the seal of the State of
Indiana, at the City of Indianapolis, this
29/th/ day of November, 1945.
Rue J. Alexander
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Secretary of State
By____________________________
Deputy
-A-
Articles of Incorporation
of
Meadowlark Farms, Inc.
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The undersigned, being three or more natural persons of lawful age, at
least a majority of whom are citizens of the United States, do hereby adopt the
following articles of incorporation, representing beforehand to the Secretary of
State of the State of Indiana and all persons whom it may concern, that
subscription lists for subscriptions to the shares of the capital stock of the
above named corporation for which certificate of incorporation is hereby applied
for, have heretofore been opened in accordance with law and that subscriptions
to the shares of the corporation have been obtained in an amount not less than
One Thousand ($1,000) Dollars.
Be it further remembered that the following Articles of Incorporation and
all matters heretofore done or hereafter to be done are in accordance with "An
Act concerning domestic and foreign corporations for profit, providing penalties
for the violation hereof, and repealing all laws or parts of laws in conflict
herewith," approved March 16, 1929, and all acts amendatory thereof and
supplemental thereto.
1. The name of this corporation shall be Meadowlark Farms, Inc.
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2. The purpose or purposes for which it is formed are as follows:
To carry on and conduct in all if its branches (either as principal or as
manager or agent for others) a general farm business, including______culture,
dairying, animal husbandry, etc., and other businesses and act______ related
thereto, or to the utilization, conservation, reclamation ______ improvement of
lands, ranges or other real property or rights therein, and to ______ and turn
them into account, so as to yield the produce, or carry on other activities, or
recover natural resources, including gas, oil and other minerals; to produce,
purchases, sell and deal in the products of any such land of any business of the
corporation; and generally to do everything in furtherance of the purposes for
which it is organized. To buy, sell, lease, manage, divide, and improve real
estate; to conduct a general real estate brokerage business; to manufacture,
produce and deal in goods, wares and merchandise; to purchase, lease or
otherwise acquire, manage and develop real estate or any rights therein,
including ,mineral, oil and gas rights and to deal in and with the same.
The business or purpose of the corporation is from time to time do any one
or more of the acts and things hereinabove set forth, and it shall have power to
conduct and carry on its said business, or any part thereof, and to have one or
more officers, and to exercise any or all ___corporate powers and rights, in the
State of Indiana, and in the various other states, territories, colonies and
dependencies of the United States in the District of Columbia, and in all PR
Pharmaceuticals any foreign countries.
3. The period during which it is to continue as a corporation is
perpetual.
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4. The post office address of its principal office is
_____________________ Street, Sullivan(City) Sullivan (County) Indiana (State).
The name of its resident agent is R.P. Koenig. The post office address of its
resident agent is 105 South Meridian Street, Indianapolis (City) Marion (County)
Indiana (State).
-B-
5. The total number of shares into which its authorized capital stock is
to be divided is one thousand (1,000) shares consisting of shares as follows:
1000 shares having a par value of $10.00
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No shares without par value.
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-C-
6. (If the shares are to be divided into classes or kinds the
designations of the different classes, the number and par value, if any, of the
shares of each class, and either (a) a statement of the relative rights,
preferences, limitations and restrictions of each class, or (b) a provision
expressly vesting authority in the board of directors, subject to such
restrictions as may be provided, to determine the relative rights, preferences,
limitations and restrictions (other than voting rights) of each class by
resolution or resolutions adopted prior to the issuance of any of the shares of
such class; and, if the shares of any class are to be issuable in series,
descriptions of the several series, and either (a) a statement of the relative
rights, preferences, limitations and restrictions of each series, or (b) a
provision expressly vesting authority in the board of directors, subject to such
restrictions as may be provided, to determine the relative rights, preferences,
limitations and restrictions (other than voting rights) of each series by
resolution or resolutions adopted prior to the issuance of any of the shares of
such series.)
Indicate here: None - - All shares shall be common stock.
-D-
7. (If the shares are to be divided into classes or kinds, a statement of
the voting rights and powers, if any, of the shares of each class, and of each
series if the shares of any class are to be issuable in series, including the
extent, if any, to which the shares of each such class and series shall be
entitled to vote on question of merger, consolidation and the sale of all or of
substantially all of the assets of the corporation.)
Indicate here: The shares are not to be divided into classes; all shares are
common stock.
-E-
8. The amount of paid in capital with which this corporation will begin
business is $1,000.00. (This must not be less that $500.00.)
9. The number of directors of this corporation shall be five (5). (This
must be an exact number and cannot be stated in the alternative.)
10. The names and addresses of the first board of directors are as
follows:
NAME STREET CITY COUNTY STATE
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Pierre F. Goodrich Electric Bldg., Indianapolis, Marion, Indiana
Albert M. Campbell Electric Bldg., Indianapolis, Marion, Indiana
J.B.F. Melville Danville, Vermillion Illinois
Robert P. Koenig Carmel, Indiana
G.Don Sullivan 105 So. Meridian Indianapolis Marion Indiana
-F-
11. The names and post office address of the incorporators are as follows:
NAME STREET CITY COUNTY STATE
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Pierre F. Goodrich Electric Bldg. Indianapolis Marion Indiana
Albert M. Campbell Electric Bldg. Indianapolis Marion Indiana
Robert P. Koenig Carmel Indiana
-G-
12. (Any other provisions, consistent with the laws of this state, for the
regulations of the business and conduct of the affairs of the corporations, and
creating, defining, limiting or regulating the powers of the corporation, of the
directors or of the shareholders or any class or classes of shareholders.)
Indicate here:
The Board of Directors shall have power, without the assent or vote of the
stockholders, to make, alter, amend and repeal the By-Laws of the Corporation;
to determine and vary the amount to be reserved as working capital before the
payment of dividends, and to determine the disposition of net profits over the
capital of the Corporation.
The Board of Directors shall have power, without the assent or vote of the
stockholders, to authorize and cause to be executed mortgages and liens upon
real and personal property of the Corporation, including after-acquired
property. The Corporation may enter into contracts or transact business with
one or more of its directors, or any corporation in which its directors are
stockholders, directors or officers, such contract or transaction shall not be
invalidated or affected by the fact that such director or directors have or may
have interests therein which are or might be adverse to the interests shall be
liable to the Corporation or to any stockholder or creditor thereof, or to any
other person for any loss incurred by reason thereof, nor shall such director be
accountable for any gains; provided that such contract or transaction, at the
time it was entered into, shall have been reasonable and upon terms that were
fair at the time, and that full disclosure of all of the relevant facts,
including the interests of such director, shall have been made to the Board of
Directors before any vote is taken on any such proposition.
Any meeting of the stockholders or directors of the Corporation
whether annual, regular or special, may be held either within or without annual,
regular or special, may be held either within or without the State of Indiana
and if held within the State of Indiana need not be held at the principal office
of the Corporation.
-H-
INCORPORATORS SIGN HERE
/s/ Pierre E. Goodrich
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____________________________________ _______________________________________
/s/ Albert M. Camobell
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____________________________________ _______________________________________
/s/ Robert P. Koenig
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____________________________________ _______________________________________
____________________________________ _______________________________________
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STATE OF INDIANA )
)SS:
COUNTY OF MARION )
THE THREE LINES BELOW ARE FOR INSERTION OF
NAMES BY NOTARY
Before me. /s/ Illegible , a Notary Public in and for said County and
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State, personally appeared:
Pierre F. Goodrich
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Albert M. Campbell
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Robert P. Koenig
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(SEAL) and severally acknowledged the execution of the
foregoing articles of Incorporation.
WITNESS my hand and notarial seal this 29/th/
day of November 1945.
____________________________________
Notary Public
My commission expires September 11,1949.
(Articles of incorporation must be prepared and signed in triplicate
in the form prescribed by the Secretary of State, by all of the incorporators
and acknowledged by at least three of them before a Notary Public, and shall be
presented in triplicate to the Secretary of State at his office accompanied by
the fees prescribed by law.)
NOTICE OF CHANGE OF PRINCIPAL OFFICE
AND RESIDENT AGENT
OF
MEADOWLARK FARMS, INC.
STATE OF INDIANA )
)ss:
COUNTY OF MARION )
The undersigned J.W. Morgan President and W.D. Waldschmidt, Asst. Secretary,
respectively, of MEADOWLARK FARMS, INC. (hereinafter referred to as the
"Corporation"), organized on November 29, 1945, pursuant to the provisions of
the Indiana General Corporation Act, as amended (hereinafter referred to as the
"Act"), desiring to give notice of corporate action effectuating the change of
principal office and resident agent hereby certify the following facts:
1. The principal office and resident agent of the corporation have been
changed so that the statement originally certified in Article IV of the Articles
of Incorporation of the Corporation, as affected by previous similar changes, if
any, now is as follows:
ARTICLE IV
PRINCIPAL OFFICE AND RESIDENT AGENT
The post-office address of the principal office of the Corporation is 105
South Meridian Street, Indianapolis, Marion County, Indiana and the name and
post-office address of its Resident Agent in charge of such office is James W.
Morgan, 105 South Meridian Street, Indianapolis, Marion County, Indiana.
2. The change certified in this Notice was authorized pursuant to a
resolution adopted by the Board of Directors of the Corporation at a meeting
thereof duly called, constituted and held, at which a quorum of such Board of
Directors was present.
NOTICE OF CHANGE OF PRINCIPAL OFFICE
AND RESIDENT AGENT
OF
MEADOWLARK FARMS, INC.
STATE OF INDIANA )
)ss:
COUNTY OF MARION )
The undersigned Vice President and Asst. Secretary, respectively, of MEADOWLARK
FARMS, INC. (hereinafter referred to as the "Corporation"), organized on
November 29, 1945, pursuant to the provisions of the Indiana General Corporation
Act, as amended (hereinafter referred to as the "Act"), desiring to give notice
of corporate action effectuating the change of Resident agent hereby certify the
following facts:
1. The Resident Agent of the corporation has been changed so that the
statement originally certified in Article IV of the Articles of Incorporation of
the Corporation, as affected by previous similar changes, if any, now is as
follows:
ARTICLE IV
PRINCIPAL OFFICE AND RESIDENT AGENT
The post-office address of the principal office of the Corporation is 105
South Meridian Street, Indianapolis, Marion County, Indiana and the name and
post-office address of its Resident Agent in charge of such office is Norman E.
Kelb, 105 South Meridian Street, Indianapolis, Marion County, Indiana.
2. The change certified in this Notice was authorized pursuant to a
resolution adopted by the Board of Directors of the Corporation at a meeting
thereof duly called, constituted and held, at which a quorum of such Board of
Directors was present.
IN WITNESS WHEREOF, the undersigned officers execute these Articles of Amendment
of the Articles of Incorporation of the Corporation, and certify to the truth of
the facts herein stated, this 16/th/ day of May, 1957.
/s/ Albert M. Campbell /s/ M.E. Lohmann
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(Written Signature) (Written Signature)
Albert M. Campbell M.E. Lohmann
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(Printed Signature) (Printed Signature)
Meadowlark Farms, Inc. Meadowlark Farms, Inc.
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(Name of Corporation) (Name of Corporation)
STATE OF INDIANA )
)
COUNTY OF MARION )
I, the undersigned, a Notary Public duly commissioned to take
acknowledgments and administer oaths in the State of Indiana, certify that
Albert M. Campbell, Vice President and H.E. Lohmann, the Assistant Secretary of
Meadowlark Farms, Inc. the officers executing the foregoing Articles of
Amendment of the 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 16/th/ day of May, 1957.
/s/ Alberta R. Meyer
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(Written Signature)
Alberta R. Meyer
---------------------------------
(Printed Signature)
My Commission Expires: Notary Public
September 29, 1957
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