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EXHIBIT 3.3
FILED
In the office of the Secretary of State
of the State of California
AUG 4 1964
FRANK M. JORDAN, Secretary of State
By /s/ JAMES E. HARRIS
-------------------
Deputy
ARTICLES OF INCORPORATION
OF
OLIVER AND WINSTON, INC.
I
The name of this corporation is OLIVER AND WINSTON, INC.
II
The primary business in which this corporation intends initially to
engage is the purchase and sale of tires and other rubber products.
III
In addition to the foregoing, the general purposes for which said
corporation is formed are:
(a) To purchase, acquire, own, hold, use, lease, either as lessor or
lessee, grant, sell, exchange, subdivide, mortgage, convey in trust, manage,
improve, construct, operate and generally deal in any and all real estate,
improved or unimproved, stores, office buildings, dwelling houses, apartment
houses, hotels, manufacturing plants and other buildings, and any and all other
property of every kind or description, real, personal and mixed and wheresoever
situated, either in California, other states of the United States, the District
of Columbia, territories and colonies of the United States, or foreign
countries.
(b) To acquire, by purchase or otherwise, the goodwill, business,
property rights, franchises and assets of every kind, with or without
undertaking, either wholly or in part, the liabilities of any person, firm,
association or corporation; and to acquire any property or business as a going
concern or otherwise (i) by purchase of the assets thereof wholly or in part
(ii) by acquisition of the shares or any part thereof, or (iii) in any other
manner, and to pay for the same in cash or shares or bonds or other evidences of
indebtedness of this corporation, or otherwise; to hold, maintain and operate,
or in any manner dispose of, the whole or any part of the goodwill, business,
rights and property so acquired, and to conduct, in any lawful manner, the whole
or any part of any business so acquired; and to exercise all the powers
necessary or convenient in and about the management of such business.
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(c) To acquire by purchase, lease or otherwise, lands of any and
every description and leasehold estates and other interests therein; to improve
and hold lands for investment purposes; to construct improvements upon lands
owned by this corporation or held under leasehold or otherwise; to deal in
lands, buying and selling real property of any description; to deal in leasehold
estates and other estates in land less than the fee thereof; to sublet real
property of every kind and character, and to relet and underlet any and all such
real property to engage in the business of subdividing lands and to hire, buy,
sell and deal in any and all classes of real property and improvements thereon
and interests therein.
(d) To hold for investment purposes securities of any kind and every
description in whatsoever manner acquired; to exchange any real or personal
property of this corporation for other real or personal property, including
corporate shares of other corporations or bonds or other obligations thereof;
and to generally deal in any and all classes of real or personal property
hereinbefore mentioned.
(e) To buy, exchange, contract for, lease, and in any and all other
ways acquire, take, hold and own, and to deal in, sell, mortgage, lease or
otherwise dispose of lands, mining claims, mineral rights, oil wells, gas wells,
oil lands, gas lands and other real property, and rights and interests in and to
real property, and to manage, operate, maintain, improve, and develop the said
properties, and each and all of them.
(f) To contract for, purchase, acquire, take, hold, own, use and
enjoy, and to sell, lease, transfer, pledge, mortgage and otherwise dispose of,
mortgage or hypothecate, and generally to invest, trade, deal in and with
royalties covering, affecting or representing interests in oil or gas leases, or
other hydrocarbon or mineral rights.
(g) To supervise and manage all classes or properties, income
bearing or otherwise, for other persons, corporations and associations; to act
as agent, broker or attorney in fact, on a commission basis or otherwise, for
any other person, corporation or association; to negotiate sales, leases,
mortgages, deeds of trust and other encumbrances or properties of other persons,
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corporations and associations, real, personal and mixed and wheresoever
situated; and generally to maintain, conduct and carry on the business of real
estate agent and broker.
(h) To have and exercise all the powers conferred by the laws of the
State of California upon corporations formed under the laws pursuant to and
under which this corporation is formed, as such laws are now in effect or may at
any time hereafter be amended.
(i) To engage in any one or more other businesses or transactions
which the board of this corporation may from time to time authorize or approve,
whether related to the business described in II above or to any other business
then or thereafter done by this corporation.
(j) To become a partner, either general or limited or both, and to
enter into agreements of partnership, with one or more other persons or
corporations, for the purpose of carrying on any business whatsoever which this
corporation may deem proper or convenient in connection with any of the purposes
herein set forth or otherwise, or which may be calculated, directly or
indirectly, to promote the interests of this corporation or to enhance the value
of its property or business.
IV
The county in the State of California in which the principal office
for the transaction of the business of this corporation is to be located is Los
Angeles County.
V
The shares of stock of this corporation shall be of one class only:
the total number of shares of stock which this corporation shall have the
authority to issue is one thousand (1,000) shares of stock, having a One Hundred
Dollar ($100.00) par value, with an aggregate par value of One Hundred Thousand
Dollars ($100,000.00).
VI
The number of directors of the corporation shall be three (3). The
names and addresses of the persons who are appointed to act as the first
directors of this corporation are:
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Ray W. Oliver 1516 Remah Vista Drive
Glendale, California
Sam M. Winston 1926 1/2 North Verdugo Road
Glendale, California
Ann M. Oliver 1516 Remah Vista Drive
Glendale, California
IN WITNESS WHEREOF, for the purpose of forming this corporation
under the laws of the State of California, the undersigned, constituting the
incorporators of this corporation, including the persons named therein as the
first directors of this corporation, have executed these Articles of
Incorporation this 27 day of July, 1964.
/s/ RAY W. OLIVER
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Ray W. Oliver
/s/ SAM M. WINSTON
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Sam M. Winston
/s/ ANN M. OLIVER
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Ann M. Oliver
STATE OF CALIFORNIA )
) SS.
COUNTY OF LOS ANGELES )
On this 27 day of July, 1964, before me, the undersigned, a Notary
Public in and for said County and State, residing therein, duly commissioned and
sworn, personally appeared RAY W. OLIVER, SAM M. WINSTON and ANN M. OLIVER,
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.
/s/ ERIC A. ASHTON
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Notary Public in and for said
County and State
[SEAL]
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NA CHGD TO: OLIVER & WINSTON, INC.
FILED
In the office of the Secretary of State
of the State of California
MARCH 26 1976
MARCH FONG EU, Secretary of State
By /s/ JAMES E. HARRIS
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Deputy
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
SAM M. WINSTON and WILLIAM S. JOHNSTONE, JR. certify:
1. That they are the president and the secretary, respectively, of
OLIVER AND WINSTON, INC., a California corporation.
2. That at a meeting of the board of directors of said corporation, duly
held at Burbank, California, on March 16, 1976, the following resolutions were
adopted:
"RESOLVED, that Article I of the Articles of Incorporation of this
corporation be amended to read as follows: 'The name of this corporation is
OLIVER & WINSTON, INC.'.
RESOLVED FURTHER, that Article V of the Articles of Incorporation of
this corporation be amended to read as follows 'The shares of this corporation
shall be of one class only: The total number of shares which this corporation
shall have authority to issue is one million shares, each having a ten cent
($.10) par value, with an aggregate par value of One Hundred Thousand Dollars
($100,000.00). Upon the amendment of this Article to read as hereinabove set
forth each outstanding share of a par value of $100.00 is split up and converted
into one thousand shares with a par value of ten cents ($.10) each'."
3. That the shareholders have adopted said amendments by written
consent. That the wording of the amended articles, as set forth in the
shareholders' written consent, is the same as that set forth in the directors'
resolutions in Paragraph 2 above.
4. That the number of shares represented by written consent is 256.2.
That the total number of share entitled to vote on or consent to the amendments
is 256.2.
/s/ SAM M. WINSTON
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SAM M. WINSTON, President
/s/ WILLIAM S. JOHNSTONE JR.
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WILLIAM S. JOHNSTONE JR. Secretary
Each of the undersigned declares under penalty of perjury
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that the matters set forth in the foregoing certificate are true and
correct. Executed at Pasadena, California, on March 18, 1976.
/s/ SAM M. WINSTON
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SAM M. WINSTON
/s/ WILLIAM S. JOHNSTONE, JR.
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WILLIAM S. JOHNSTONE, JR.
2.
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FILED
In the office of the Secretary of State
of the State of California
MAR 14 1997
/s/ BILL JONES
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BILL JONES, Secretary of State
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
THOMAS J. BONBURG and WILLIAM S. JOHNSTONE, JR. certify that:
1. They are the President and the Secretary, respectively, of OLIVER &
WINSTON, INC., a California Corporation.
2. Articles VII and VIII are added to the Articles of Incorporation of this
Corporation, which new Articles are to read as follows:
"VII
The liability of the directors of the Corporation for monetary
damages shall be eliminated to the fullest extent permissible under
California law.
VIII
The Corporation is authorized to provide indemnification of agents
(as defined in Section 317 of the Corporations Code) for breach of duty
to the Corporation and its stockholders through bylaw provisions or
through agreements with the agents, or both, in excess of the
indemnification otherwise permitted by Section 317 of the Corporations
Code, subject to the limits on such excess indemnification set forth in
Section 204 of the Corporations Code."
3. The foregoing amendment of Articles of Incorporation has been duly approved
by the Board of Directors.
4. The foregoing amendment 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 171,160. 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.
DATE: 3/10/97
/s/ THOMAS J. BONBURG
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Thomas J. Bonburg, President
/s/ WILLIAM S. JOHNSTONE, JR.
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William S. Johnstone, Jr., Secretary
[SEAL]