EXHIBIT 3.35
THE MIDLAND GROCERY COMPANY ARTICLES OF INCORPORATION
(Composite including all amendments and restatements through July 31, 2002)
FIRST: The name of the corporation shall be THE MIDLAND GROCERY COMPANY.
SECOND: Said corporation is to be located at Columbus, in Franklin County,
Ohio, and its principal business there transacted.
THIRD: Said corporation is formed for the purpose of buying, selling and
dealing in groceries, foods, food-stuffs, notions, wares and
merchandise of every kind and character, and conducting a general
grocery and merchandise business; of manufacturing, preparing,
preserving, refining and packing any and all goods, wares and
merchandise, which said corporation may desire to deal in, and
constructing, equipping and operating the necessary factories and
plants therefor; of acquiring and holding by purchase, lease or
otherwise, such real and personal property and interests therein,
as may be deemed necessary, convenient and proper in the conduct of
said company's business; of erecting warehouses, storage rooms,
buildings and other structures and improvements, and equipping the
same with all proper machinery, fixtures and appurtenances; of
acquiring and holding the stocks, bonds and other securities of
corporations and joint stock companies, to the extent and in the
manner provided by law; and generally to have, acquire, exercise
and enjoy all the rights, powers, privileges, immunities and
franchises of a corporation incorporated for the purpose aforesaid.
FOURTH: The maximum number of shares which the corporation is authorized to
have outstanding is 6,860, which shall be divided into two classes
consisting of 5,000 Class B preferred shares with a par value of
$1,000 each and 1,860 common shares without a par value. The
express terms of the shares of each class are as follows:
(a) No dividends shall be paid on any common shares during any
fiscal year until after dividends at the rate of 9% per annum
have been paid during that fiscal year on each Class B
preferred share then outstanding. After such dividends have
been paid, no further dividends shall be paid on Class B
preferred shares for that fiscal year. The right of the
holders of Class B preferred shares to receive dividends at
the above-described rate shall be cumulative.
After dividends have been paid on the Class B preferred shares
as described above, any and all further dividends during that
fiscal year shall be paid on the common shares.
Dividends shall be payable only when and as declared by the
board of directors.
(b) Upon liquidation or dissolution of the corporation, whether
voluntarily or involuntarily, no distributions shall be made
on any outstanding common shares until distributions have been
made to the holders of Class B preferred shares in an amount
equal to the par value of the Class B preferred shares plus
all accrued and unpaid cumulative dividends on the Class B
preferred shares. After all such distributions have been made
to the holders of Class B preferred shares all further
distributions shall be made on the outstanding common shares.
The consolidation or merger of the corporation or the sale of
all or substantially all of the assets of the corporation
shall not be considered a dissolution or liquidation of the
corporation for purposes of this subparagraph. The term
"accrued and unpaid dividends," when used in this Article,
shall mean the amount of all cumulative dividends accrued from
prior fiscal years plus the annual amount of the cumulative
dividend prorated on a daily basis to the date of dissolution
or liquidation, as the case may be, less the amount of all
such dividends which have been paid by that date.
(c) The holders of Class B preferred shares shall have no voting
power on any question and shall not participate in any meeting
or proceeding of shareholders except as expressly required by
statute. All voting power of the corporation shall be
possessed and exercisable by the holders of the outstanding
common shares.
(d) Stock dividends and stock splits with respect to shares of the
corporation's stock shall be effected only with shares of the
same class. No stock dividend or stock split shall be effected
with shares of one class without at the same time effecting a
stock dividend or stock split on the same basis with shares of
each other class.
FIFTH: The corporation may purchase shares of any class issued by it, if
and when any shareholder desires to sell those shares, at such
price and upon such terms and conditions as may be authorized by
the board of directors from time to time.
APPOINTMENT OF STATUTORY AGENT
CT Corporation System, a corporation authorized to act as a
statutory agent in the State of Ohio, is the agent upon which any
process, notice, or demand required or permitted by statute to be
served upon the corporation may be served. CT Corporation System's
complete address is 1300 East Ninth Street, Cleveland, Ohio 44114.
2