Exhibit 3.1(p)(ii)
MICHIGAN DEPARTMENT OF COMMERCE -- CORPORATION AND SECURITIES BUREAU
(FOR BUREAU USE ONLY) Date Received
CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC CORPORATIONS
(Please read information and instructions on last page)
Pursuant to the provisions of Act 284, Public Acts of 1972
(profit corporations), or Act 162, Public Acts of 1982 (nonprofit
corporations), the undersigned corporation executes the following
Certificate:
1. The present name of the corporation is: Financial Exchange
Company of Michigan, Inc.
2. The corporation identification number (CID) assigned by the
Bureau is: 2 9 2 - 4 1 6
3. The location of its registered office is: c/o The
Corporation Company,
615 Griswold Street Detroit, Michigan 48226
-------------------------------------------------------
(Street Address) (City) (Zip Code)
4. Articles VI and VII of the Articles of Incorporation is
----------
hereby amended to read as follows:
(a) Article VI is deleted in its entirety.
(b) Article VII is renumbered as Article VI to conform with
the deletion of the present Article VI, and shall read
as follows:
Article VI
Any action required or permitted by the Act to be taken at
an annual or special meeting of shareholders may be taken
without a meeting, without prior notice and without a vote,
if a consent in writing, setting forth the action so taken,
is signed by the holders of outstanding stock having not
less than the minimum number of votes that would be
necessary to authorize or take the action at a meeting at
which all shares entitled to vote thereon were present and
voted.
Prompt notice of the taking of the corporate action without
a meeting by less than unanimous written consent shall be
given to shareholders who have not consented in writing.
[SEAL APPEARS ONLY ON ORIGINAL]
DOCUMENT WILL BE RETURNED TO NAME AND MAILING ADDRESS INDICATED
IN THE BOX BELOW. Include name, street and number (or
P.O. box), city, state and ZIP code.
Mr. John L. Morrissey, Asst. Secretary Telephone:
C T Corporation System Area Code: 212
1633 Broadway Number:664-1666 Ext. 284
------------------------
New York, New York 10019
INFORMATION AND INSTRUCTIONS
1. Submit one original copy of this document. Upon
filing, a microfilm copy will be prepared for the
records of the Corporation and Securities Bureau. The
original copy will then be returned to the address
appearing in the box above as evidence of filing.
Since this document must be microfilmed, it is
important that the filing be legible. Documents with
poor black and white contrast, or otherwise illegible,
will be rejected.
2. This document is to be used pursuant to the provisions
of Act 284, P.A. of 1972, by one or more persons for
the purpose of forming a domestic profit corporation.
3. Article I -- The corporate name of a domestic profit
corporation is required to contain one of the following
words or abbreviations: "Corporation", "Company",
"Incorporated", "Limited", "Corp.", "Co.", "Inc.", or
"Ltd."
4. Article II -- State, in general terms, the character of
the particular business to be carried on. Under
section 202(b) of the Act, it is sufficient to state
substantially, alone or without specifically enumerated
purposes, that the corporation may engage in any
activity within the purposes for which corporations may
be organized under the Act. The Act requires, however,
that educational corporations state their specific
purposes.
5. Article III (2) -- The Act requires the incorporators
of a domestic corporation having shares without par
value to submit in writing the amount of consideration
proposed to be received for each share which shall be
allocated to stated capital. Such stated value may be
indicated either in item 2 of article III or in a
written statement accompanying the articles of
incorporation.
6. Article IV -- A post office box may not be designated
as the address of the registered office. The mailing
address may differ from the address of the registered
office only if a post office box address in the same
city as the registered office is designated as the
mailing address.
7. Article V -- The Act requires one or more
incorporators. The address(es) should include a street
number and name (or other designation), city or state.
8. The duration of the corporation should be stated in the
articles only if the duration is not perpetual.
9. This document is effective on the date approved and
filed by the Bureau. A later effective date, no more
than 90 days after the date of delivery, may be stated
as an additional article.
10. The articles must be signed in ink by each
incorporator. The names of the incorporators as set
out in article V should correspond with the signatures.
11. FEES: Filing fee . . . . . . . . . . . . . $10.00
Franchise fee -- 1/2 mill (.0005) on each dollar
of authorized
capital stock, with a minimum franchise fee of $25.00
Total minimum fees (Make remittance payable to
State of Michigan) . . . . . . . . . . . . $35.00
12. Mail form and fee to:
Michigan Department of Commerce
Corporation and Securities Bureau
Corporation Division
P.O. Box 30054
Lansing, MI 48909
Telephone: (517) 373-0493
[SEAL APPEARS ONLY ON ORIGINAL]
DOCUMENT WILL BE RETURNED TO NAME AND Name of person or organization
MAILING ADDRESS INDICATED IN THE BOX remitting fees:
BELOW. Include name, street and number
(or P.O. box), city, state and ZIP code. Spengler Carlson Gubar
Gregory Katz, Assistant Secretary ----------------------
Brodsky & Frischling
--------------------
c/o Spengler Carlson Gubar Brodsky &
520 Madison Avenue
New York, New York 10022 Preparer's name and
business telephone number:
Eric B. Lesser
--------------
(212) 935-5000
--------------
INFORMATION AND INSTRUCTIONS
1. The amendment cannot be filed until this form, or a
comparable document, is submitted.
2. Submit one original copy of this document. Upon filing, a
microfilm copy will be prepared for the records of the
Corporation and Securities Bureau. The original copy will
be returned to the address appearing in the box above as
evidence of filing.
Since this document must be microfilmed, it is important
that the filing be legible. Documents with poor black and
white contrast, or otherwise illegible, will be rejected.
3. This document is to be used pursuant to the provisions of
section 631 of the Act for the purpose of amending the
articles of incorporation of a domestic profit or nonprofit
corporation. Do not use this form for restated articles. A
nonprofit corporation is one incorporated to carry out any
lawful purpose or purposes not involving pecuniary profit or
gain for its directors, officers, shareholders, or members.
A nonprofit corporation formed on a nonstock directorship
basis, as authorized by Section 302 of the Act, may or may
not have members, but if it has members, the members are not
entitled to vote.
4. Item 2 -- Enter the identification number previously
assigned by the Bureau. If this number is unknown, leave it
blank.
5. Item 4 -- The article being amended must be set forth in its
entirety. However, if the article being amended is divided
into separately identifiable sections, only the sections
being amended need be included.
6. This document is effective on the date approved and filed by
the Bureau. A later effective date, no more than 90 days
after the date of delivery, may be stated.
7. If the amendment is adopted before the first meeting of the
board of directors, item 5(a) must be completed and signed
in ink by a majority of the incorporators if more than one
listed in Article V of the Articles of Incorporation if a
profit corporation, and all the incorporators if a
non-profit corporation. If the amendment is otherwise
adopted, item 5(b) must be completed and signed in ink by
the president, vice-president, chairperson or vice-
chairperson of the corporation.
8. FEE: (Make remittance payable to the State of Michigan.
Include corporation name and CID Number on check or
money order) . . . . . . . . . . . . . . . . . . $10.00
Franchise fee for profit corporations (payable only if
authorized shares have increased):
each additional 20,000 authorized shares or portion
thereof . . . . . . . . . . . . . . . . . . . . $30.00
9. Mail form and fee to:
Michigan Department of Commerce
Corporation and Securities Bureau
Corporation Division
P.O. Box 30054
6546 Mercantile Way
Lansing, MI 48909
Telephone: (517) 334-6302
[SEAL APPEARS ONLY ON ORIGINAL]
INCORPORATOR(S) BEFORE THE FIRST MEETING OF THE BOARD OF
DIRECTORS OR TRUSTEES. OTHERWISE, COMPLETE SECTION (B)
a. The foregoing amendment to the Articles of Incorporation
was duly adopted on the _____ day of ______________, 19____, in
accordance with the provisions of the Act by the unanimous
consent of the incorporator(s) before the first meeting of the
board of directors or trustees.
Signed this ____________ day of _______________________,
19___
------------------------------ -------------------------
Signature Signature
------------------------------ -------------------------
(Type or Print Name) (Type or Print Name)
------------------------------ -------------------------
Signature Signature
------------------------------ -------------------------
(Type or Print Name) (Type or Print Name)
b. X The foregoing amendment to the Articles of Incorporation
was duly adopted on the 1st day of June, 1990. The
amendment: (check one of the following)
was duly adopted in accordance with Section 611(2) of
the Act by the vote of the shareholders if a profit
corporation, or by the vote of the shareholders or
members if a nonprofit corporation, or by the vote of
the directors if a nonprofit corporation organized on a
nonstock directorship basis. The necessary votes were
cast in favor of the amendment.
was duly adopted by the written consent of all the
directors pursuant to Section 525 of the Act and the
corporation is a nonprofit corporation organized on a
nonstock directorship basis.
was duly adopted by the written consent of the
shareholders or members having not less than the minimum
number of votes required by statute in accordance with
Section 407(1) and (2) of the Act if a nonprofit
corporation, and Section 407(1) of the Act if a profit
corporation. Written notice to shareholders or members
who have not consented in writing has been given.
(Note: Written consent by less than all of the
shareholders or members is permitted only if such
provision appears in the Articles of Incorporation.)
was duly adopted by the written consent of all the
shareholders or members entitled to vote in accordance
with Section 407(3) of the Act if a non-profit
corporation, and Section 407(2) of the Act if a profit
corporation.
Signed this 1st day of June, 1990
By /s/Edward R. Larkin
--------------------------------------
(Only signature of President, Vice
President, Chairperson and Vice-
Chairperson)
[SEAL APPEARS ONLY
ON ORIGINAL] Edward R. Larkin President
---------------------------------------
(Type or Print Name)(Type or Print Title)
NYFS06...:\47\41847\0008\1710\EXHD136U.570