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EXHIBIT 3.5
DEPARTMENT OF STATE
THE STATE OF OHIO
ANTHONY J. CELEBREZZE, JR.
Secretary of State
565964
CERTIFICATE
IT IS HEREBY CERTIFIED that the Secretary of State of Ohio has custody of the
Records of Incorporation and Miscellaneous Filings, that said records show the
filing and recording of: AMD CHIN
of:
GRALEIC, INC. FORMERLY GRAELICK, INC.
Recorded on Roll E867 at Frame 0358 of
the Records of Incorporation and Miscellaneous Filings.
WITNESS MY HAND AND THE SEAL OF THE SECRETARY OF STATE, AT THE
CITY OF COLUMBUS, OHIO, THIS 12th DAY OF FEB,
A.D. 1981 .
ANTHONY J. CELEBREZZE, JR.
SECRETARY OF STATE
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Prescribed by Shares ___________
ANTHONY J. CELEBREZZE, JR. E867-0358 Approved by ______
Secretary of State Date _____________
Fees______________
CERTIFICATE OF AMENDMENT
(BY SHAREHOLDERS)
TO THE ARTICLES OF INCORPORATION OF
GRAELICK, INC.
(Name of Corporation)
( ) Chairman of Board
HELEN STOCKS , who is (x) President (check one)
( ) Vice President
and GERALD STOCKS , who is (x) Secretary (check one)
( ) Assistant Secretary
of the above named Ohio corporation for profit with its principal location at
5357 Mill Creek Lane, North Ridgeville, Ohio do hereby certify that: (check the
appropriate box and complete appropriate statements)
____ a meeting of the shareholders was duly called and
____ held on , 19 , at which meeting a quorum of
the shareholders was present in person or by
proxy, and by the affirmative vote of the holders
of shares entitling them to exercise % of the
voting power of the corporation,
X in writing signed by all of the shareholders who
____ would be entitled to a notice of a meeting held
for that purpose,
the following resolution was adopted to amend the articles:
That the name of the corporation be changed from Graelick, Inc. to Graelic, Inc.
IN WITNESS WHEREOF, the above named officers, acting for and on behalf
of the corporation, have subscribed their names this __________ day of January,
1981.
/s/ Helen Stocks
(President)
/s/ Gerald Stocks
(Secretary)
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NOTE: Ohio law does not permit one officer to sign in two capacities. Two
separate signatures are required, even if this necessitates the
election of a second officer before the filing can be made.
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UNITED STATES OF AMERICA,
STATE OF OHIO,
OFFICE OF 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 1 pages, as taken from the original record now in my
official custody 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
by: /s/
NOTICE: This is an official certification only when reproduced in red ink.
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DEPARTMENT OF STATE
THE STATE OF OHIO
ANTHONY J. CELEBREZZE, JR.
Secretary of State
565964
CERTIFICATE
IT IS HEREBY CERTIFIED that the Secretary of State of Ohio has custody of the
Records of Incorporation and Miscellaneous Filings; that said records show the
filing and recording of: ARF
of:
GRAELICK, INC.
Recorded on Roll E844 at Frame 1955 of
the Records of Incorporation and Miscellaneous Filings.
WITNESS MY HAND AND THE SEAL OF THE SECRETARY OF STATE, AT THE
CITY OF COLUMBUS, OHIO, THIS 15th DAY OF DEC, A.D. 1980.
ANTHONY J. CELEBREZZE, JR.
SECRETARY OF STATE
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ARTICLES OF INCORPORATION
OF
GRAELICK, INC.
The undersigned, a majority of whom are citizens of the United States,
desiring to form a corporation, for profit, under Sections 1701.01 et seq. Of
the Revised Code of Ohio, do hereby certify:
FIRST. The name of said corporation shall be GRAELICK, INC.
SECOND. The place in Ohio where its principal office is to be located
is 5357 Mills Creek Lane, North Ridgeville, Lorain County, Ohio.
THIRD. The purposes for which it is formed are:
To engage in advertising, marketing and consulting work in connection
therewith and any other lawful act or activity for which corporations
may be formed under Sections 1701.01 to 1701.98, inclusive, of the Ohio
Revised Code.
FOURTH. The maximum number of shares which the Corporation is
authorized to have outstanding is Seven Hundred Fifty Dollars ($750.00), all of
which shall be Common shares without par value.
The designation and the powers, preferences and rights of each class of
stock of the Corporation, and the qualifications, limitations or restrictions
thereof, shall be as follows:
(a) Except as may be provided by statute, the Common Stock shall have
equal voting powers and the holders thereof shall be entitled to one
(1) vote in person or by proxy for each share of stock held.
(b) The shares of stock of this Corporation shall be issued only upon
the full payment of the sums represented by them.
(c) 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.
(d) Out of any surplus or net profits of the Corporation, dividends may
be declared and paid on the Common Stock when and as declared by the
Board of Directors;
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(e) Notwithstanding any provision of the General Corporation Law of
Ohio, now or hereafter in force, requiring for any purpose the vote or
consent of the holders of shares entitling them to exercise Two-Thirds
(2/3) of the voting power of the Corporation or of any class or classes
of shares thereof, such action, unless otherwise expressly required by
statute, or otherwise herein stated, may be taken by vote or consent of
the holders of shares entitling them to exercise a majority of voting
power of the Corporation or of such class of shares thereof.
(f) On the death or adjudication of incompetency of any stockholder,
the shares owned by such stockholder shall be purchased by the
Corporation at the fair market value determined by the Board of
Directors.
FIFTH. Any article in these Articles of Incorporation shall be subject
to amendment or repeal, and new articles may be made by the affirmative vote of
the holders of record of a majority of the outstanding stock of the Corporation
entitled to vote in respect thereof, given at any annual meeting or at any
special meeting, provided notice of the proposed amendment or repeal or of the
proposed new articles be included in the notice of such meeting.
SIXTH. This Corporation may be dissolved at any time by an affirmative
vote of stockholders of Common Stock holding Fifty One Percent (51%) of its
voting capital stock at a meeting of such stockholders called for that purpose
in the manner not inconsistent with law. In the event of such dissolution, the
affairs of the corporation shall be wound up in the manner provided in the
Articles of Incorporation.
SEVENTH. The Corporation, through its Board of Directors, shall have
the right and power to repurchase any of its outstanding shares at such price
and upon such terms as may be agreed upon between the Corporation and the
selling shareholder or shareholders.
EIGHTH. A 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 or otherwise; nor shall any transaction,
contract or act of the Corporation be void or voidable or in any way affected or
invalidated by reason of the fact that any Director or Officer or any firm of
which such Director of Officer is a member or any corporation of which such
Director or Officer is a shareholder, Director or Officer is in any way _______
________________________________________________________________________
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
contract, transaction, or act shall be taken, nor shall any such Director or
officer be accountable or responsible to the Corporation for or in respect of
any such transaction, contract or 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, officer or Director,
is interested in such
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transaction, contract or act and any such Director or Officer, if such Officer
is a Director, may be counted in determining the existence of quorum at any
meeting of the Board of Directors of the Corporation which shall authorize or
take action in respect of any such contract, transaction, contract or 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 shareholder, officer or director, were not interested
in such transaction, contract or act.
NINTH. Any action required or permitted to be taken by the Board of
Directors may be taken without a meeting if all members of the Board
individually or collectively consent in writing to such action. Such written
consent or consents shall be filed with the minutes of the proceedings of the
Board and shall have the same force and effect as a unanimous vote of the
Directors.
TENTH. The amount of stated capital with which the Corporation shall
begin business is Seven Hundred Fifty Dollars ($750.00).
IN WITNESS WHEREOF, I have hereunto subscribed my name this 9th day of
December, 1980.
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JON R. BURNEY
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JOHN E. SHEPHERD
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DOLORES M. LEDERER
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ORIGINAL APPOINTMENT OF AGENT
OF
GRAELICK, INC.
The undersigned, being all of the Incorporators of GRAELICK,
INC. hereby appoint JON R. BURNEY, a natural person residing in the County in
which the corporation's principal office is located, as agent for said
corporation, upon whom any process, notice or demand required or permitted by
statute, to be served upon the corporation, may be served. His complete address
is:
Suburban West building, Suite 205
20800 Center Ridge Road
Rocky River, Ohio 44116
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JON R. BURNEY
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JOHN E. SHEPHERD
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DOLORES M. LEDERER
* * * * * *
Cleveland, Ohio
Date: December 11, 1980
Gentlemen:
I hereby accept appointment as agent for your corporation upon whom all
process, tax notices or demands may be served.
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JON R. BURNEY
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UNITED STATES OF AMERICA,
STATE OF OHIO,
OFFICE OF 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 custody 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
By: /s/
NOTICE: This is an official certification only when reproduced in red ink.
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