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Ex. 3.11
ARTICLES OF AMENDMENT OF
RADIAL TIRE STORES, INC.
The undersigned corporation hereby executes these Articles of Amendment for the
purpose of amending its charter:
1. The name of the corporation is Radial Tire Stores, Inc.
2. The following amendment to the charter of the corporation has been
adopted by its shareholders in the manner prescribed by law:
The name of said corporation is hereby changed to ITCO Tire Company
of Georgia, Inc.
3. The number of shares of the corporation outstanding at the time of
such adoption was 25; and the number or shares entitled to vote thereon was 25.
4. The number of shares voted for such amendment was 25; and the number
of shares voted against such amendment was zero.
5. Any exchange, reclassification or cancellation of issued shares will
be effected in the following manner: None.
6. Any change in the stated capital of the corporation will be effected
in the following manner: None.
7. The amendment herein effected does not give rise to dissenter's
rights to payment for the reason that the only effect of such amendment is to
change the name of said corporation.
IN WITNESS WHEREOF, these articles are signed by the President and
Secretary of the corporation this 21st day of December, 1994.
RADIAL TIRE STORES, INC.
BY: /s/ A. BURWELL
-------------------------------------
President
BY: /s/ W.E. BERRY
-------------------------------------
Secretary
[STAMP, RADIAL TIRE STORES INC]
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Page 2
NORTH CAROLINA
WILSON COUNTY
I, Kathy Tant Webb, a notary public, hereby certify that on this 21st
day of December, 1994, personally appeared before me Armistead Burwell and
William E. Berry, each of whom being by me first duly sworn, declared that he
signed the foregoing document in the capacity indicated, that he was authorized
so to sign, and that the statements therein contained are true.
/s/ KATHY TANT WEBB
------------------------------
Notary Public
My Commission Expires:
6-5-99
- -----------------------
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COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
December 29, 1994
The State Corporation Commission has found the accompanying articles submitted
on behalf of
ITCO TIRE COMPANY OF GEORGIA, INC.
(FORMERLY RADIAL TIRE STORES, INC.)
to comply with the requirements of law, and confirms payment of all related
fees.
Therefore, it is ORDERED that this
CERTIFICATE OF AMENDMENT
be issued and admitted to record with the articles of amendment in the Office of
the Clerk of the Commission, effective December 29, 1994 at 12:36 PM.
The corporation is granted the authority conferred on it by law in accordance
with the articles, subject to the conditions and restrictions imposed by law.
STATE CORPORATION COMMISSION
By /s/ T.V. MORRISON JR
Commissioner
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ARTICLES OF MERGER
Pursuant to the provisions of Section 13.1-716, et seq., of the Code of
Virginia of 1950, and acts amendatory thereto, the undersigned corporations
adopt the following articles of merger for the purposes of merging them into one
of such corporation.
l. The plan of merger is as follows: The plan of merger dated 1 April
1987 by and between Radial Tire Stores, Inc., a Virginia corporation, Midlothian
Radial Tire Store, Inc., a Virginia corporation, Little Creek Road Radial Tire
Store, Inc., a Virginia corporation, Janaf Radial Tire Store, Inc., a Virginia
corporation, and Hull Street Radial Tire Store, Inc., a Virginia corporation, a
copy of which said plan of merger is attached hereto and marked "Exhibit A."
2. As to Radial Tire Stores, Inc., the board of directors approved the
foregoing plan at a meeting on the 1st day of April, 1987, and notice was waived
by the sole stockholder of record on the 1st day of April, 1987 in the manner
provided by the Virginia State Corporation Act, accompanied by a copy of the
plan of merger. The foregoing plan of merger was adopted by the stockholder on
the 1st day of April, 1987.
3. As to Midlothian Radial Tire Store, Inc., the board of directors
approved the foregoing plan at a meeting or the 1st day of April, 1987 and
notice was waived by the sole
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stockholder of record on the 1st day of April, 1987 in the manner provided by
the Virginia State Corporation Act, accompanied by a copy of the plan of merger.
The foregoing plan of merger was adopted by the stockholder on the 1st day of
April, 1987.
4. As to Little Creek Road Radial Tire Stores, Inc., the board of
directors approved the foregoing plan at a meeting on the 1st day of April, 1987
and notice was waived by the sole stockholder of record on the 1st day of April,
1987 in the manner provided by the Virginia State Corporation Act, accompanied
by a copy of the plan of merger. The foregoing plan of merger was adopted by the
stockholder on the 1st day of April, 1987.
5. As to Janaf Radial Tire Store, Inc., the board of directors approved
the foregoing plan at a meeting on the 1st day of April, 1987 and notice was
waived by the sole stockholder of record on the 1st day of April, 1981 in the
manner provided by the Virginia State Corporation Act, accompanied by a copy of
the plan of merger. The foregoing plan of merger was adopted by the stockholder
on the 1st day of April, 1987.
6. As to Hull Street Radial Tire Store, Inc., the board of directors
approved the foregoing plan at a meeting on the 1st day of April, 1987 and
notice was waived by the sole stockholder of record on the 1st day of April,
1987 in the
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manner provided by the Virginia State Corporation Act, accompanied by a copy of
the plan of merger. The foregoing plan of merger was adopted by the stockholder
on the 1st day of April, 1987.
7. As to each of the undersigned corporations, the number of shares
outstanding and the designation and number of outstanding shares of each class
entitled to vote as a class on such plan are as follows: Entitled to Vote as a
Class
Number of Shares Designation Number of
Name of Corp. Outstanding of Class Shares
Radial Tire Stores, Inc. 25 Common 25
Midlothian Radial Tire 10 Common 10
Store, Inc.
Little Creek Road Radial 10 Common 10
Tire Store, Inc.
Janaf Radial Tire Store, Inc. 10 Common 10
Hull Street Radial Tire 25 Common 25
Store, Inc.
As to each of the undersigned corporations, the total number of shares voted for
and against such plan respectively and as to each class entitled to vote thereon
as a class, the number of shares of such class voted for and against such plan
respectively are as follows:
Total Total Class of
Name of Corp. Voted For Voted Against Stock
Radial Tire Stores, Inc. 25 0 Common
Midlothian Radial Tire 10 0 Common
Store, Inc.
Little Creek Road Radial 10 0 Common
Tire Store, Inc.
Janaf Radial Tire Store, Inc. 10 0 Common
Hull Street Radial Tire 25 0 Common
Store, Inc.
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The amount of the stated capital of the surviving corporation on the
effective date of the merger will be $50,000.00.
IN WITNESS WHEREOF each of the corporations have caused these articles
to be executed in its name by its president and its secretary this 1st day of
April, 1987.
JANAF RADIAL TIRE STORE, INC. RADIAL TIRE STORES, INC.
By /s/ JOHN C. BOLT, JR. By /s/ JOHN C. BOLT, JR.
------------------------------- --------------------------------
John C. Bolt, Jr. John C. Bolt, Jr.
President President
By /s/ WILLIAM E. BERRY By /s/ WILLIAM E. BERRY
------------------------------- --------------------------------
William E. Berry William E. Berry
Secretary Secretary
HULL STREET RADIAL TIRE MIDLOTHIAN RADIAL TIRE STORE, INC.
STORE, INC.
By /s/ JOHN C. BOLT, JR. By /s/ JOHN C. BOLT, JR.
------------------------------- --------------------------------
John C. Bolt, Jr. John C. Bolt, Jr.
President President
By /s/ WILLIAM E. BERRY By /s/ WILLIAM E. BERRY
------------------------------- --------------------------------
William E. Berry William E. Berry
Secretary Secretary
LITTLE CREEK ROAD RADIAL
TIRE STORE, INC.
By /s/ JOHN C. BOLT, JR.
--------------------------------
John C. Bolt, Jr.
President
By /s/ WILLIAM E. BERRY
--------------------------------
William E. Berry
Secretary
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EXHIBIT A
PLAN OF MERGER
THIS PLAN OF MERGER dated this 1st day of April, 1987, by and between
Radial Tire Stores, Inc., a corporation duly organized and existing under the
laws of the Commonwealth of Virginia; Midlothian Radial Tire Store, Inc., a
corporation duly organized and existing under the laws of the Commonwealth of
Virginia; Little Creek Road Radial Tire Store, Inc., a corporation duly
organized and existing under the laws of the Commonwealth of Virginia; Janaf
Radial Tire Store, Inc., a corporation duly organized and existing under the
laws of the Commonwealth of Virginia; and Hull Street Radial Tire Store, Inc., a
corporation duly organized and existing under the laws of the Commonwealth of
Virginia.
WITNESSETH:
WHEREAS, the said Radial Tire Stores, Inc., was incorporated under the
laws of the Commonwealth of Virginia by certificate of incorporation issued on
the 22nd of July, 1982, and pursuant to law, it was authorized to issue capital
stock consisting of 500 shares of common stock having par value of $100.00 per
share; of which 25 shares are issued and outstanding; and
WHEREAS, Midlothian Radial Tire Store, Inc. was incorporated under the laws of
the Commonwealth of Virginia by certificate of incorporation issued on the 11th
of May,
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1984, and pursuant to law, it was authorized to issue capital stock consisting
of 500 shares of common stock having a par value of $100.00 per share; of which
10 shares are issued and outstanding; and
WHEREAS, Little Creek Road Radial Tire Store, Inc. was incorporated
under the laws of the Commonwealth of Virginia by certificate of incorporation
issued on the 6th of June, 1984, and pursuant to law, it was authorized to issue
capital stock consisting of 500 shares of common stock having a par value of
$100.00 per share; of which 10 shares are issued and outstanding; and
WHEREAS, Janaf Radial Tire Store, Inc. was incorporated under the laws of
the Commonwealth of Virginia by certificate of incorporation issued on the 6th
of June, 1984, and pursuant to law, it was authorized to issue capital stock
consisting of 500 shares of common stock having a par value of $100.00 per
share; of which 10 shares are issued, and outstanding; and
WHEREAS, Hull Street Radial Tire Store, Inc. was incorporated under the
laws of the Commonwealth of Virginia by certificate of incorporation issued on
the 25th of October, 1985, and pursuant to law, it was authorized to issue
capital stock consisting of 500 shares of common stock having a par value of
$100,00 per share; of which 25 shares are issued and outstanding; and
WHEREAS, Interstate Tire Company is currently the sole stockholder of Radial
Tire Stores, Inc., Midlothian Radial
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Tire Store, Inc., Little Creek Road Radial Tire Store, Inc., Janaf Radial Tire
Store, Inc., and Hull Street Radial Tire Store, Inc., and
WHEREAS, Section 13.1-716 of the Code of Virginia of 1950 and acts
amendatory thereto, authorized the merger of corporations organized under the
laws of this Commonwealth into a single corporation organized under the laws of
this Commonwealth.
NOW, THEREFORE, the parties hereto agree as follows:
Radial Tire Stores, Inc., Midlothian Radial Tire Store, Inc., Little
Creek Road Radial Tire Store, Inc., Janaf Radial Tire Store, Inc., and Hull
Street Radial Tire Store, Inc., agree to and do hereby merge into Radial Tire
Stores, Inc., and Radial Tire Stores, Inc. shall continue under its present name
as the surviving corporation under the terms and conditions of the merger as set
forth below:
1. The name of the corporation is Radial Tire Stores, Inc.
2. The first board of directors of the surviving corporation, after the
effective date of this plan of merger, shall be three in number and the names
and addresses of the said directors who shall hold office until his respective
successor is elected and qualified, is as follows:
John C. Bolt, Jr.
Route 1, Box 123A
Stantonsburg, NC 27883
Leonard Turnage
Route 2
Wilson, NC
William E. Berry
1908 Chelsea Dr.
Wilson, NC
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3. The first officers of the surviving corporation, after the effective
date of this plan of merger, who shall hold office until his respective
successor is elected and qualified is as follows:
John C. Bolt, Jr. President
Leonard Turnage Vice-President
William E. Berry Secretary-Treasurer
4. The total number of authorized capital stock of the surviving
corporation shall be 500 shares of common stock having a par value of $100.00
per share.
5. The stock of Midlothian Radial Tire Store, Inc., Little Creek Road
Radial Tire Store, Inc., Janaf Radial Tire Store, Inc., and Hull Street Radial
Tire Store, Inc. shall be merged into Radial Tire Stores, Inc., the surviving
corporation, on the basis of a contribution of the respective stockholders
shares to the capital of the surviving corporation and the respective shares of
Midlothian Radial Tire Store, Inc., Little Creek Road Radial Tire Store, Inc.,
Janaf Radial Tire Store, Inc., and Hull Street Radial Tire Store, Inc. so
contributed shall be canceled.
6. This merger shall become effective upon the filing of this plan of
merger and appropriate articles of merger in the office of the Clerk of the
State Corporation Commission in Richmond, Virginia as provided by law, and
issuance of certificate of merger thereof.
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WITNESS the following signatures and seals this 1st day of April, 1987.
JANAF RADIAL TIRE STORE, INC. RADIAL TIRE STORES, INC.
By /s/ JOHN C. BOLT, JR. By /s/ JOHN C. BOLT, JR.
-------------------------------- ---------------------------------
John C. Bolt, Jr. John C. Bolt, Jr.
President President
By /s/ WILLIAM E. BERRY By /s/ WILLIAM E. BERRY
-------------------------------- ---------------------------------
William E. Berry William E. Berry
Secretary Secretary
HULL STREET RADIAL TIRE MIDLOTHIAN RADIAL TIRE STORE, INC.
STORE, INC.
By /s/ JOHN C. BOLT, JR. By /s/ JOHN C. BOLT, JR.
-------------------------------- ---------------------------------
John C. Bolt, Jr. John C. Bolt, Jr.
President President
By /s/ WILLIAM E. BERRY By /s/ WILLIAM E. BERRY
-------------------------------- ---------------------------------
William E. Berry William E. Berry
Secretary Secretary
INTERSTATE TIRE COMPANY LITTLE CREEK ROAD RADIAL TIRE
SOLE STOCKHOLDER OF STORE, INC.
RADIAL TIRE STORE, INC.,
MIDLOTHIAN RADIAL TIRE STORE, By /s/ JOHN C. BOLT, JR.
INC., LITTLE CREEK ROAD RADIAL --------------------------------
TIRE STORE, INC., JANAF John C. Bolt, Jr.
RADIAL TIRE STORE, INC., HULL President
STREET RADIAL TIRE STORE, INC.
By /s/ WILLIAM E. BERRY
--------------------------------
By /s/ JOHN C. BOLT, JR. William E. Berry
------------------------------- Secretary
John C. Bolt, Jr.
Chairman of Board/Sec.
By /s/ LEONARD TURNAGE
-------------------------------
Leonard Turnage
Vice President
By /s/ WILLIAM E. BERRY
-------------------------------
William E. Berry
Vice President
By /s/ DONALD HELKER
-------------------------------
Donald Helker
Vice President
By /s/ A. BURWELL
-------------------------------
Armistead Burwell
Vice President
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COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
RICHMOND, May 2, 1988
The accompanying articles having been delivered to the State Corporation
Commission on behalf of
MIDLOTHIAN RADIAL TIRE STORE, INC., LITTLE CREEK ROAD RADIAL TIRE STORE, INC.,
JANAF RADIAL TIRE STORE, INC., HULL STREET RADIAL TIRE STORE,INC.
and the Commission having found that the articles comply with the requirements
of law and that all required fees have been paid, it is
ORDERED that this CERTIFICATE OF MERGER
be issued, and that this order, together with the articles, be admitted to
record in the office of the Commission; and that MIDLOTHIAN RADIAL TIRE STORE,
INC., LITTLE CREEK ROAD RADIAL TIRE STORE, INC., JANAF RADIAL TIRE STORE, INC.,
HULL STREET RADIAL TIRE STORE, INC. be merged into RADIAL TIRE STORES, INC. the
surviving corporation, which shall continue to be a corporation existing under
the laws of the State of Virginia with the corporate name RADIAL TIRE STORES,
INC. and that the separate existence of the corporations parties to the plan of
merger, except the surviving corporation, shall cease, effective May 2, 1988.
STATE CORPORATION COMMISSION
By /s/ ELIZABETH B. LACY
------------------------------------------
Commissioner
In the Clerk's Office of the Circuit Court, City of Norfolk.