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EXHIBIT 3.3
UNITED STATES OF AMERICA,
STATE OF OHIO, }
OFFICE OF THE SECRETARY OF STATE.
I, SHEEROD BROWN,
Secretary of State of the State of Ohio, do hereby certify that the foregoing is
an exemplified copy , carefully compared by me with the original record now in
my official custody as Secretary of State, and found to be true and correct, of
the
ARTICLES OF INCORPORATION
OF
TOWER PARKING, INC.
(AN OHIO CORPORATION)
CHARTER NO. 463819
Filed in this office on the 28th day of February A.D. 1975
and recorded on Roll E42, Frame 1642 of
the Records of Incorporations.
WITNESS my hand and official seal at
Columbus, Ohio, on this 30th day
of December A.D. 1985
/s/Sherrod Brown
SHERROD BROWN
[ SEAL ]
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ARTICLES OF INCORPORATION
OF
TOWER PARKING, INC.
The undersigned, being a citizen of the United States and
desiring to form a corporation for profit under Section 1701.01 et seq. of the
Revised Code of Ohio, does hereby certify:
FIRST: The name of the corporation shall be TOWER PARKING,
INC.
SECOND: The place in Ohio where its principal office is to be
located is Columbus, Franklin County.
THIRD: The purposes for which it is formed are:
To engage in any lawful activity or act for which corporations
may be formed under Section 1701.01 to 1701.98, inclusive of
the Revised Code.
FOURTH: The number of shares which the corporation is
authorized to have outstanding is Five Hundred (500) shares of common stock, all
of which shall be without par value.
FIFTH: The amount of stated capital with which the corporation
shall begin business is Five Hundred Dollars ($500.00).
SIXTH: No holder of shares of the corporation shall have any
preemptive right to subscribe for or to purchase any shares of the corporation
of any class whether such shares or such class be now or hereafter authorized.
SEVENTH: The corporation may purchase, hold, sell, and
transfer the shares of its own capital stock, bonds and other obligations of the
corporation from time to time to such extent and in such manner and upon such
terms as its Board of Directors shall determine; provided that the Corporation
shall not use any of its funds or property for the purchase of its own shares of
capital stock when such use would cause any impairment of the capital of the
corporation; and further provided that shares of its own capital stock belonging
to the corporation shall not be voted upon directly or indirectly.
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EIGHTH: Any director or officer of the corporation shall not
be disqualified by his office from dealing or contracting with the corporation
as a vendor, purchaser, employee, agent, lessor, leasee or otherwise. No
transaction, contract or other act of the corporation shall be void or voidable
or in any way affected or invalidated by reason of the fact that any director or
officer, or any firm or corporation in which such director or officer is a
member or is a shareholder, director or officer, is in any way interested in
such transaction, contract or other act provided the fact that such director,
officer, firm or corporation is so interested shall be disclosed or shall be
known to the Board of Directors or such members thereof as shall be present at
any meeting of the Board of Directors at which action upon any such transaction,
contract or other act shall be taken; nor shall any director or officer be
accountable or responsible to the corporation for or in respect of any
transaction, contract or other act of the corporation or for any gains or
profits realized by him by reason of the fact that he or any firm of which he is
a member or any corporation of which he is a shareholder, director or officer is
interested in such transaction, contract or other act; and any such director may
be counted in determining the existence of a quorum at any meeting of the Board
of Directors of the corporation which shall authorize or take action in respect
of any transaction, contract or other act, and may vote thereat to authorize,
ratify or approve any such transaction, contract or other act, with like force
and effect as if he or any firm of which he is a member or any corporation of
which he is a shareholder, director or officer were not interested in such
transaction, contract or other act.
NINTH: The corporation shall indemnify each person who is or
was a director or officer of the Corporation against any and all liability and
reasonable expense that may be incurred by him in connection with or resulting
from any action, claim, or suit or proceeding, civil or criminal, in which he
may become involved by reason of his being or having been a director or officer
of the Corporation, or by reason of any past or future action taken in his
capacity as such director or officer, whether or not he continues to be such at
the time such liability or expense is incurred, provided such director or
officer acted in good faith, in what he reasonably believed to be the best
interests of the Corporation and provided further that such director or officer
is not adjudged liable for negligence or misconduct in the performance of his
duty in such action, suit or proceeding, and in connection with any criminal
action or proceeding, provided he had no reasonable
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cause to believe that his conduct was unlawful. As set forth in the Article, the
terms "liability" and "expense" shall include, but shall not be limited to,
counsel fees, proper expenses and disbursements, and amounts of judgments, fines
or penalties, and amounts paid in settlements by such director or officer of the
Corporation. In the event that a question arises as to whether or not such
director or officer has met the standards of conduct hereinabove set forth in
this Article, such question shall be conclusively determined by either (1) the
Board of Directors acting by a quorum consisting of directors who are not
involved in such claim, action, suit or proceeding, or (2) by the written
opinion of reputable disinterested legal counsel selected by the Corporation. If
any word, clause or provision of this Article shall, for any reason, be
determined to be invalid, the provisions hereof shall not otherwise be affect
thereby, but shall remain in full force and effect. The foregoing rights of
indemnification shall not be exclusive of other rights to which any such
director or officer may be entitled by contract or as a matter of law, and shall
inure to the benefit of the heirs, legatees and personal representative of any
such person.
IN WITNESS WHEREOF, I have hereunto subscribed my name this 21
day of February, 1975.
TOWER PARKING, INC.
By /s/ Roderick H. Willcox
Roderick H. Willcox
Incorporator
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FORM C-103 PRESCRIBED BY SECRETARY OF STATE TED W. BROWN
ORIGINAL APPOINTMENT OF AGENT
The undersigned, being at least a majority of the incorporators of
Tower Parking, Inc. ,
(Name of Corporation)
hereby appoint F. Herbert Hoffman, Jr.
(Name of Agent)
a natural person resident in the country in which the corporation has its
principal office, a corporation having a business address in the county in which
Tower Parking Inc.
(Name of Corporation)
has its principal office (strike out phrase not applicable), upon whom (which)
any process, notice or demand required or permitted by stature to be served upon
the corporation may be served. His (its) complete address is
11th Floor, 16 E. Broad Street ,
(Street or Avenue)
Columbus , Franklin________ County, Ohio, 43215.
(City or Village) (Zip Code)
Tower Parking, Inc.
(Name of Corporation)
/s/ Roderick H. Willcox
Robert H. Willcox
(Incorporators' name should be typed or printed beneath signatures)
Columbus , Ohio
February 21 , 1975
Tower Parking, Inc
(Name of Corporation)
Gentlemen, I, It (strike out word not applicable) hereby accept(s)
appointment as agent of your corporation upon whom process, tax notices or
demands may be served.
/s/ [illegible]
(Signature of Agent of Name of Corporation)
By ________________________________________
(Signature of Officer Signing and Title)
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Remarks. All articles of incorporation must be accompanied by an original
appointment or agent. There is no filing fee for this appointment.
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UNITED STATES OF AMERICA
STATE OF OHIO
OFFICE THE SECRETARY OF STATE
I, BOB TAFT, Secretary of State of the State of Ohio do
hereby certify that the foregoing is a true and correct copy consisting
of 4 pages, as taken from the original record now in my official
capacity as Secretary of State.
WITNESS my hand and official seal at Columbus,
Ohio this 27th day of
March AD 1998
/s/ Bob Taft
BOB TAFT
Secretary of State
/s/
NOTICE: This is an official certification copy when reproduced in red ink.