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Exhibit 3.23
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A402723
[GRAPHIC OMITTED] State
of
California
OFFICE OF THE SECRETARY OF STATE
CORPORATION DIVISION
I, MARCH FONG EU, Secretary of State of the State of California, hereby
certify:
That the annexed transcript has been compared with the corporate record on
file in this office, of which it purports to be a copy, and that same is full,
true and correct.
IN WITNESS WHEREOF, I execute
this certificate and affix the Great
Seal of the State of California this
MAY -6 1991
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THE GREAT SEAL OF THE STATE OF
EUREKA
CALIFORNIA
/s/ March Fong Eu
Secretary of State
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A402723
CERTIFICATE OF AMENDMENT OF ENDORSED
ARTICLES OF INCORPORATION FILED
OF In the office of the Secretary of State
CENTURY PARKING, INC. of the State of California
APR 25 1991
MARCH FONG EU, Secretary of State
The undersigned certify that:
1. They are the president and secretary, respectively, of: CENTURY PARKING,
INC.
2. The board of directors of the corporation has approved the amendment of
Article Fifth of the corporation's Articles of Incorporation to read in full as
follows:
"This corporation is authorized to issue only one class of
shares of capital stock, and the total number of shares of
capital stock which this corporation is authorized to issue
is ten thousand (10,000). On the amendment of this article
to read as hereinabove set forth, each outstanding share is
split up, divided, and converted into 100 shares."
3. The amendment was approved by the required vote of shareholders in
accordance with Section 902 of the California Corporation Code. The total number
of outstanding
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shares entitled to vote with respect to the amendment, the number of favorable
votes required, and the number of such shares voting in favor of the amendment
were as follows:
Outstanding voting shares: 90
Number of favorable votes required: 46
Shares voting in favor of amendment: 90
The number of shares voting in favor of the amendment equaled or exceeded the
vote required.
/s/ Raymond T. Liesegang
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RAYMOND T. LIESEGANG, President
/s/ Veldree R. Liesegang
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VELDREE R. LIESEGANG, Secretary
Each of the undersigned declares under penalty of perjury that the
statements contained in the foregoing certificate are true and correct of his or
her own knowledge, and that this declaration was executed as follows:
Date: April 18, 1991
Place: Los Angeles, California
/s/ Raymond T. Liesegang
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RAYMOND T. LIESEGANG, President
/s/ Veldree R. Liesegang
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VELDREE R. LIESEGANG, Secretary
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STATE OF CALIFORNIA
THE GREAT SEAL OF THE STATE OF
EUREKA
CALIFORNIA
DEPARTMENT OF STATE
To all whom these presents shall come, Greetings:
I, FRANK M. JORDAN, Secretary of State of the State of California, hereby
certify;
That the annexed transcript has been compared with the RECORD on file in my
office, of which it purports to be a copy, and that the same is full, true and
correct.
In testimony whereof, I, FRANK M. JORDAN, Secretary of State, have
hereunto caused the Great Seal of the State of California to be
affixed and my name subscribed, at the City of Sacramento, in the
State of California, this JUL 31 1968
THE GREAT SEAL OF THE STATE OF
EUREKA
CALIFORNIA
/s/ Frank M. Jordan
Secretary of State
By /s/ [Illegible]
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Assistant Secretary of State
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ARTICLES OF INCORPORATION
OF
CENTURY PARKING, INC.
* * * * *
KNOW ALL MEN BY THESE PRESENTS: That we, the undersigned, have this day
voluntarily associated ourselves together for the purpose of forming a
corporation under the laws of the State of California, AND WE HEREBY CERTIFY:
FIRST: That the name of the corporation is
CENTURY PARKING, INC.
SECOND: That the specific business in which the said corporation will
primarily engage is:
To engage in the business of owning, operating, leasing, managing, buying,
selling or otherwise dealing in lots, real estate, garages, or other facilities
used to park or store motor vehicles or other similar equipment.
The general purposes and powers of the corporation are:
To manufacture, purchase or otherwise acquire own, mortgage, pledge,
sell, assign and transfer, or otherwise dispose of, to invest, trade, deal in
and deal with, goods, wares and merchandise and real and personal property of
every
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class and description.
To acquire and pay for in cash, stock or bonds of this corporation or
otherwise, the good will, rights, assets and property and to undertaKe or assume
the whole or any part of the obligations or liabilities of any person, firm,
association or corporation.
To acquire, hold, use, sell, assign, lease, grant licenses in respect of,
mortgage or otherwise dispose of letters patent of the United States or any
foreign country, patent rights, licenses and privileges, inventions,
improvements and processes, copyrights, trade-marks and trade names, relating to
or useful in connection with any business of this corporation.
To acquire, subscribe for, hold, own, pledge and otherwise dispose of and
vote shares of stock, bonds and securities of any other corporation, domestic or
foreign.
To enter into, make and perform contracts of every kind and description
with any person, firm, association, corporation, municipality, county, state,
body politic or government or colony or dependency thereof, conducive to the
attainment of any of the objects or purposes of the corporation.
To borrow money and issue bonds, debentures, notes and evidences of
indebtedness and to secure the payment or performance of its obligations by
mortgage, deed of trust,
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pledge or otherwise.
To purchase, hold, sell and transfer the shares of its own capital stock so
far as may be permitted by the laws of the State of California.
To have one or more offices within or without the State of California, to
carry on all or any of its operations and business and, without restriction or
limit as to amount, to purchase or otherwise acquire, hold, own, mortgage, sell,
convey or otherwise dispose of real and personal property of every class and
description in any of the states, districts, territories or colonies of the
United States, and in any and all foreign countries, subject to the laws of such
state, district, territory, colony or country.
The foregoing clauses shall be construed both as objects and powers and it
is hereby expressly provided that the foregoing enumeration of specific powers
shall not be held to limit or restrict in any manner the powers of the
corporation.
In general, to carry on any other business in connection with the
foregoing, and to have and exercise all the powers conferred by the State of
California upon corporations formed under the laws of the State of California.
THIRD: That the county in which the principal office for the transaction of
the business of said corporation
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is located is Los Angeles County, State of California.
FOURTH: The number of its directors is three (3). The names and addresses
of the persons who are appointed to act as the first directors are as follows:
NAMES ADDRESSES
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Gordon O. Larson 16661 Charmel Lane
Pacific Palisades, Calif. 9027
Ray Liesegang 5741 Corbin Avenue
Tarzana, California
Fred Riscen 8639 Columbus Avenue
Apt # 10
Sepulveda, California
The number of directors may be changed from time to time by a by-law fixing
or changing the number duly adopted by the shareholders.
FIFTH: the total number of shares which the corporation is authorized to
issue is one hundred (100) of the par value of Ten Dollars ($10.00) so that the
aggregate par value of all shares amounts to One Thousand Dollars ($1,000).
SIXTH: Subject to the right of shareholders to adopt, amend or repeal
by-laws, by-laws may be adopted, amended, or repealed by the board of directors,
except a by-law or amendment thereof changing the authorized number of
directors.
SEVENTH: This corporation reserves the right to
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to amend, alter, change or repeal any provision contained in these articles or
incorporation in the manner now or hereafter prescribed by statute, and all
rights conferred upon shareholders herein are granted subject to this
reservation.
IN WITNESS WHEREOF, we have hereunto set our hands and seals this 26th day
of July A.D. 1968.
GORDON O. LARSON (SEAL)
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Gordon O. Larson
RAY LIESEGANG (SEAL)
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Ray Liesegang
FRED RISCEN (SEAL)
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Fred Riscen
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STATE OF CALIFORNIA )
) ss:
COUNTY OF LOS ANGELES )
On this 26th day of July, 1968, before me, a notary pub1ic in and for the
county and state aforesaid, personally appeared, Gordon O. Larson, Ray Liesegang
and Fred Riscen, known to me to be the persons whose names are subscribed to and
who executed the within instrument, and acknowledged to me that they executed
the same, and that they are the directors named therein.
IN WITNESS WHEREOF, I have hereto set my hand and affixed my official seal
the day and year above written.
ALLAN STORMS
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Notary Public
My commission expires Oct. 21, 1969