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Exhibit 3.25
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A477951
State of California
[GRAPHIC OMITTED]
THE GREAT SEAL OF THE STATE OF
EUREKA
CALIFORNIA
SECRETARY OF STATE
CORPORATION DIVISION
I, BILL JONES, 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
Jun 28 1996
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/s/ Bill Jones
Secretary of State
THE GREAT SEAL OF THE STATE OF
EUREKA
CALIFORNIA
Sec/State Form CE-107(rev 9/95)
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A477951
ENDORSED
FILED
in the office of the Secretary of State
of the State of California
JUN 21 1996
/s/ Bill Jones
BILL JONES, Secretary of State
RESTATED
ARTICLES OF INCORPORATION OF
SENTRY PARKING CORPORATION
RICHARD E. WILSON, JR., and VELDREE R. LIESEGANG certify that:
1. They are the President and the Secretary, respectively, of SENTRY
PARKING CORPORATION, a California corporation.
2. The Articles of Incorporation of this corporation are amended and
restated to read as follows:
FIRST: The name of this corporation is: SENTRY PARKING CORPORATION.
SECOND: The purpose of the corporation 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.
THIRD: This corporation is authorized to issue only one class of
shares of stock, which shall be designated "Common shares", and the total
number of shares which the corporation is authorized to issue is One
Hundred Thousand (100,000).
FOURTH: The liability of the directors of the corporation for
monetary damages shall be eliminated to the fullest extent permissible
under California law.
FIFTH: The corporation is authorized to indemnify the directors and
officers of the corporation to the fullest extent permissible under
California law.
SIXTH: This corporation elects to be governed by all of the
provisions of the General Corporation Law of 1977 not otherwise applicable
to it under Chapter 23 thereof.
3. The foregoing amendment and restatement of Articles of
Incorporation has been duly approved by the Board of Directors.
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4. The foregoing amendment and restatement of Articles of
Incorporation has been duly approved by the required vote of shareholders in
accordance with Section 902 of the Corporations Code. The total number of
outstanding shares of the corporation is 500. The number of shares voting in
favor of the amendment equaled or exceeded the vote required. The percentage
vote required was more than 50%.
We further declare under penalty of perjury under the laws of the
State of California, that the matters set forth in this Certificate are true and
correct of our own knowledge.
DATED: March 27, 1996.
/s/ Richard E. Wilson
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RICHARD E. WILSON, JR.,
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
OFFICE OF THE
SECRETARY OF STATE
I, MARCH FONG EU, Secretary of State of the State of California, hereby
certify:
That the annexed transcript has been compared with the 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 Slate of California
this
MAR 4 - 1975
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/s/ March Fong Eu
Secretary of State
THE GREAT SEAL OF THE STATE OF
EUREKA
CALIFORNIA
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731834
ENDORSED
FILED
in the office of the Secretary of State
of the State of California
MAR 3 - 1975
MARCH FONG EU, Secretary of State
Janet E. Jauregui
Deputy
ARTICLES OF INCORPORATION
OF
SENTRY PARKING CORPORATION
FIRST: The name of this corporation shall be:
SENTRY PARKING CORPOPATION
SECOND: The purposes for which this corporation is formed are:
(a) Primarily to engage in the specific business of leasing
and operating parking facilities.
(b) To acquire, buy, sell, construct, hold, own, encumber,
improve, lease, let, hire, exchange and generally deal in real property,
personal property, goods, wares and merchandise of any and every kind, and
description, and all rights thereto and interests therein, in every manner
permitted by law.
(c) To enter into joint ventures, partnerships, trust or other
forms of business organization which such joint venture, partnership, trust or
other form of business organization is used to carry on and transact any and all
business which this corporation itself could carry on and transact; to enter
into such form of business organization as general partner, limited partner or
otherwise; to participate in any transaction in such joint venture,
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partnership, trust or other business organization by and through officers,
agents, employees, attorneys or other persons delegated by this corporation to
act for it in such business venture.
(d) To borrow money in any manner and amount authorized by
law, and to evidence such indebtedness by bonds, notes, debentures or other
appropriate instruments, and to execute mortgages, deeds of trust, security
agreements or pledges of and upon the whole or any part of the real and personal
property of this corporation for the purpose of securing the payment of such
indebtedness, to guarantee the obligations of persons, firms, and corporations
whenever expedient or convenient to promote the interests of this corporation.
(e) To engage in any business related or unrelated to those
described in clauses (a) through (d) of this Article SECOND and from time to
time authorized or approved by the Board of Directors of this corporation.
(f) To have and exercise all rights and powers from time to
time granted to a corporation by law.
The above purpose clauses shall not be limited by reference to or
inference from one another, but each such purpose clause shall be construed as a
separate statement conferring independent purposes and powers upon the
corporation.
2.
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THIRD: The county in the State of California where the principal
office for the transaction of the business of the corporation is located in the
County of Los Angeles.
FOURTH:
(a) The number of directors of the corporation is three (3).
(b) The names and addresses of the persons who are appointed
to act as first directors are:
RICHARD C. GREENBERG
515 South Flower Street, Suite 4400
Los Angeles, California 90071
JEAN SAVASKY
515 South Flower Street, Suite 4400
Los Angeles, California 90071
CAROLYN BAUGH
515 South Flower Street, Suite 4400
Los Angeles, California 90071
FIFTH: This corporation is authorized to issue only one class of
shares of stock. The total number of shares which the corporation is authorized
to issue is One Hundred Thousand (100,000) shares. The aggregate par value of
said shares is One Hundred Thousand Dollars ($100,000), and the par value of
each share is One Dollar ($1.00). No distinction shall exist between the shares
of the corporation or the holders thereof.
3.
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IN WITNESS WHEREOF, the undersigned and above named incorporators
and first directors of this corporation have executed these Articles of
Incorporation this 21st day of February, 1975.
/s/ Richard C. Greenberg
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RICHARD C. GREENBERG
/s/ Jean Savasky
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JEAN SAVASKY
/s/ Carolyn Baugh
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CAROLYN BAUGH
STATE OF CALIFORNIA )
) ss.
COUNTY OF LOS ANGELES )
On this day, the 21st day of February, 1975, before me, the
undersigned, a notary public in and for said County and State, personally
appeared RICHARD C. GREENBERG, JEAN SAVASKY and CAROLYN BAUGH known to me to be
the persons whose names are subscribed to the foregoing Articles of
Incorporation and acknowledged to me that they executed the same.
WITNESS my hand and official seal.
[NOTARIAL SEAL]
/s/ [ILLEGIBLE]
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Notary Public in and for
said County and State