Exhibit 3.17
APPROVED
AND
FILED
IND. SECRETARY OF STATE
ARTICLES OF MERGER
OF
AMBER AIR FREIGHT CORPORATION
(THE "NON-SURVIVING CORPORATION")
INTO
T.G. SHOWN ASSOCIATES, INC.
(THE "SURVIVING CORPORATION")
In accordance with the requirements of the Indiana Business
Corporation Law and the California Corporations Code, the undersigned Surviving
Corporation and Non-Surviving Corporation, parties to a merger (the "Merger"),
pursuant to Indiana Code 23-1-40-1 and Cal. Corporations Code 'SS' 1101,
et seq., file these Articles of Merger and set forth the following facts:
ARTICLE I
Surviving Corporation
The name of the corporation surviving is T.G. Shown Associates, Inc.
The Surviving Corporation is a corporation duly organized on December 23, 1983,
and validly existing under the laws of California.
ARTICLE II
Non-Surviving Corporation
The name of the corporation which will be merged with and into the
Surviving Corporation is Amber Air Freight Corporation. The Non-Surviving
Corporation is an Indiana corporation incorporated on June 3, 1991, under the
laws of Indiana and validly existing
ARTICLE III
Plan of Merger
The Plan of Merger for the Merger of the Non-Surviving Corporation
with and into the Surviving Corporation containing the information required by
Indiana Code 23-1-40-1(b) and by Cal. Corporations Code 'SS' 1101, et seq.
(the "Plan"), is attached hereto as Exhibit A and made a part hereof.
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ARTICLE IV
Effective Time
The Merger shall become effective when these Articles of Merger have
been duly filed with the Secretary of State of Indiana and the Secretary of
State of California.
ARTICLE V
Manner of Adoption and Vote
Section 1. Action by Surviving Corporation. The Merger was duly
approved by the shareholders of the Surviving Corporation by unanimous written
consent dated as of May 26, 2000, following the adoption of the Plan by the
Board of Directors of the Surviving Corporation and recommendation to the
shareholders of the Surviving Corporation that the Plan be approved on May 26,
2000. The Surviving Corporation has one class of capital stock outstanding,
designed as common stock, and each share of common stock was entitled to one
vote with respect to the Plan and the Merger.
Section 2. Action by Non-Surviving Corporation. The Merger was duly
approved by the shareholders of the Non-Surviving Corporation by unanimous
written consent dated as of May 26, 2000, following the adoption of the Plan by
the Board of Directors of the Non-Surviving Corporation and recommendation to
the shareholders of the Non-Surviving Corporation that the Plan be approved on
May 26, 2000. The Non-Surviving Corporation has one class of capital stock
outstanding, designed as common stock, and each share of common stock was
entitled to one vote with respect to the Plan and the Merger.
Section 3. Conformity with Laws. The Plan and the Merger were duly
approved and authorized by the Surviving Corporation under the laws of the State
of California and the Articles of Incorporation and Bylaws of the Surviving
Corporation and by the Non-Surviving Corporation under the laws of the State of
Indiana and the Articles of Incorporation and Bylaws of the Non-Surviving
Corporation.
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IN WITNESS WHEREOF, the Surviving Corporation has caused these
Articles of Merger to be signed by its duly authorized officer on this 26 day of
May 2000.
AMBER AIR FREIGHT CORPORATION
By: [SIGNATURE ILLEGIBLE]
-------------------------
Title: Vice President and
Comptroller
T.G. SHOWN ASSOCIATES, INC.
By: Brian T. Hunt
-------------------------
Title: Secretary
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ENDORSED
FILED
in the office of the Secretary of State
[ILLEGIBLE]
DEC 23 1983
MARCH FONG EU: Secretary of State
Camielle M. Guy
Deputy
ARTICLES OF INCORPORATION
OF
T. G. SHOWN ASSOCIATES INCORPORATED
I
The name of this corporation is T. G. SHOWN ASSOCIATES INCORPORATED.
II
The purpose for which this corporation is formed is to engage in any lawful act
or activity for which a corporation may be organized under the General
Corporation Law of California, other than the banking business, the trust
company business, or the practice of a profession permitted to be incorporated
by the California Corporations Code.
III
The name and address in the State of California of this corporation's initial
agent for service of process is Peter A. Seidenberg, Esq., 2772 Main Street,
Irvine, California 92714.
IV
This corporation is authorized to issue only one class of stock; and the total
number of shares which this corporation is authorized to issue is 1000 (one
thousand).
Dated: 12/21/83 Peter A. Seidenberg
--------------------------
Peter A. Seidenberg
I hereby declare that I am the person who executed the foregoing Articles of
Incorporation, which execution is my act and deed.
12/21/83 Peter A. Seidenberg
--------------------------
Peter A. Seidenberg