EXHIBIT 3.5
File Number 5255-060-2
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STATE OF ILLINOIS
OFFICE OF
THE SECRETARY OF STATE
[LOGO APPEARS HERE]
To all to whom these presents shall come, Greeting:
WHEREAS, ARTICLES OF INCORPORATION, duly signed and verified of CON-MED SUPPLY
COMPANY, INC. incorporated under the laws of the State of ILLINOIS have been
filed in the Office of the Secretary of State, as provided by The "Business
Corporation Act" of Illinois, in force July 13, A.D. 1933.
Now Therefore, I, Jim Edgar, Secretary of State of the State of Illinois by
virtue of the powers vested in me by law, do hereby issue this certificate and
attach thereto a copy of the Application of the aforesaid corporation.
THE TESTIMONY WHEREOF, Thereto set my hand and issue to be affixed the
Great Seal of the State of Illinois Done at the City of
Springfield this 29th day of October A.D. 1981 and of
[SEAL] the Independence of the United States the two hundred
and 6th
/s/ Jim Edgar
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SECRETARY OF STATE
RIDER TO ARTICLES OF INCORPORATION
CON-MED SUPPLY COMPANY, INC.
others in connection with the operation, management, and development of
individual and corporate businesses and enterprises of every kind and
description throughout the world in order to secure information and data for
capital investment, both for its own account and as agent for others.
To engage in capital ventures and business enterprises of every kind and
description, whether as a promoter, partner, member, or associate, or as a
manager of such enterprises.
To engage in consultant and advisory work in connection with the organization,
financing, management, operation, and reorganization of industrial and
commercial enterprises. To manage and to provide management for and supervise
all or part of any and every kind of investment or business enterprise, and to
contract or arrange with any corporation, association, partnership, or
individual for the management, conduct, operation, and supervision of all kinds
of investments and businesses.
EXHIBIT "A"
No holder of any of the shares of common stock of this corporation shall be
entitled as of right, to purchase or subscribe for any unissued stock of any
class or any additional shares of any class to be issued by any action of the
corporation, or any increase of the authorized capital stock of the corporation,
or bonds, certificates of indebtedness, debentures, or other securities
convertible into stock of the corporation, or carrying a right to purchase
stock of any class, and any such unissued stock or such additional authorized
issue of any stock, or other securities, convertible into stock or carrying a
right to purchase stock may be issued and disposed of pursuant to a resolution
of the Board of Directors to such persons, firms, corporations, or associations,
and upon such terms and conditions as may be deemed advisable by the Board of
Directors, in the exercise of its discretion, the intent of this provision being
to entirely deny the right of any holder of any shares of common stock of this
corporation, to any pre-emptive right to acquire any additional securities to be
issued by the corporation.
EXHIBIT "B"
ARTICLE NINE
A majority of directors then in office may properly fill one or more vacancies
arising between meetings of shareholders by reason of an increase in the number
of directors or otherwise. Any director so selected shall serve until the next
annual meeting of shareholders, but at no time may the number of directors
selected to fill vacancies in this manner during any interim period between
meetings of shareholders exceed 33-1/3% of the total membership of the Board of
Directors.
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File FORM BCA-47 (Do not write in this space)
in Date Paid 10-29-81
Duplicate ARTICLES OF INCORPORATION Initial License Fee $ .50
Franchise Tax $18.75
TO JIM EDGAR, Secretary of State Filing Fee $75.60
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Clerk 94.25
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The name and address of the incorporators are as follows:
Name Number Street City State Zip code
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Katie Murphy Suite 4100 55 E. Monroe St. Chicago, IL 60603
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________________________________________________________________________________
________________________________________________________________________________
The above named incorporators, being one or more natural persons of the age of
twenty-one years or more or a corporation, and having subscribed to the shares
of the corporation to be organized pursuant hereto, for the purpose of forming a
corporation under "The Business Corporation Act" of the State of Illinois, do
hereby adopt the following Articles of Incorporation:
ARTICLE ONE
The name of the corporation hereby incorporated is: CON-MED SUPPLY COMPANY, INC
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________________________________________________________________________________
ARTICLE TWO
The name and address of the initial registered agent and registered office are:
Registered agent David J. Hochman
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Registered Office Suite 4100 55 E. Monroe St.
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City, Zip code, County Chicago, IL, 60603 Cook
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ARTICLE THREE
The duration of the corporation is [x] perpetual OR ____________ years
ARTICLE FOUR
The purposes for which the corporation is organized are: TO ACQUIRE, BY
PURCHASE, EXCHANGE, LEASE OR OTHERWISE, AND TO OWN, MANAGE, CARE FOR AND
MAINTAIN, HOLD, USE, DEVELOP, OPERATE, SELL, ASSIGN, LEASE, TRANSFER, CONVEY,
MORTGAGE, GRANT SECURITY INTERESTS IN, PLEDGE, OR OTHERWISE DISPOSE OF OR DEAL
IN AND WITH REAL AND PERSONAL PROPERTY OF EVERY CLASS OR DESCRIPTION AND RIGHTS
AND PRIVILEGES THEREIN WHERESOEVER SITUATED. TO CARRY ON A GENERAL INVESTMENT
AND MANAGEMENT CONSULTANT AND ADVISORY BUSINESS RELATING TO INVESTMENTS AND THE
OPERATION OF BUSINESSES, PLANTS, PROPERTIES AND REAL AND PERSONAL PROPERTY OF
EVERY KIND, IN THE UNITED STATES AND FOREIGN COUNTRIES, SUBJECT TO THE
APPLICABLE LAWS THEREOF. TO MAINTAIN EXECUTIVE AND OPERATING PERSONNEL FOR THE
PURPOSE OF CONSULTING WITH AND ADVISING OTHERS IN ALL MATTERS RELATING TO
INVESTMENTS AND THE MANAGEMENT AND OPERATION OF BUSINESS, OR AND OTHER
PROPERTIES OF EVERY KIND. TO FURNISH BUSINESS INVESTMENT AND MANAGEMENT PLANS
AND PROGRAMS, TO FORMULATE POLICIES, AND GENERALLY TO ADVISE AND ASSIST OTHERS,
UNDER CONTRACT OR OTHERWISE, IN THE MANAGEMENT OF THEIR BUSINESSES, PLANTS,
PROPERTIES AND INVESTMENTS. TO BUY AND SELL PROJECTS AND DEVELOPMENTS ON ITS OWN
BEHALF AND ON BEHALF OF
(CONTINUED)
ARTICLE FIVE
Paragraph 1 The class, number of shares, the par value, if any, of each class
which the corporation's authorized to issue, the number the corporation proposes
to issue without further report to the Secretary of State, and the consideration
(expressed in dollars) to be received by the corporation therefor, are:
Par or Number of shares Number of shares Total consideration
Class Series no par authorized to be issued to be received therefor
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Common n/a $1.00 5,000 1,000 $1,000
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Total $1.00
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Paragraph 2: The preferences, qualifications, limitations, restrictions and the
special or relative rights in respect of the shares of each class are:
SEE EXHIBIT A
ARTICLE SIX
The corporation will not commence business until at least one thousand dollars
has been received as consideration for the issuance of shares.
ARTICLE SEVEN
The number of directors to be elected at the first meeting of the shareholders
is 4.
ARTICLE EIGHT
Paragraph 1: It is estimated that the value of all property to be owned by the
corporation for the following year wherever located will be $ __________
Paragraph 2: It is estimated that the value of the property to be located
within the State of Illinois during the following year will be $________
Paragraph 3: It is estimated that the gross amount of business which will be
transacted by the corporation during the following year will be $_______
Paragraph 4: It is estimated that the gross amount of business which will be
transacted at or from places of business in the State of Illinois during the
following year will be $_______
NOTE: If all the property of the corporation is to be located in this
State and all of its business is to be transacted at or from places of business
in this State, or if the incorporators elect to pay the initial franchise ?? on
the basis of its entire stated capital and paid-in surplus, then the information
called for in Article Eight need not be stated. The basis for computation of
franchise taxes payable by domestic corporations is set forth in Section 132 of
the Business Corporation Act.
SEE EXHIBIT B
Signatures of incorporators:
/s/ Katie Murphy NOTE: If a corporation acts as
______________________________________ incorporator the name of the
corporation and the state of
______________________________________ incorporation shall be shown and the
execution must be by its President
______________________________________ or Vice-President and verified by
him, and the corporate seal shall be
______________________________________ affixed and attested by its
Secretary or an Assistant Secretary.
As an incorporator, I declare that this document has been examined by me and is,
to the best of my knowledge and belief, true, correct and complete this 28th day
of October, 1981.
RETURN TO:
Corporation Department
Secretary of State
Springfield, Illinois 67756
Telephone (217) 782-7880
FORM BCA-47
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ARTICLES OF INCORPORATION
The following fees are required to be paid at the time of Issuing Certificate of
Incorporation: Filing fee $75.00. Initial license fee of $.50 per $1,000.00 or
1/25 of 1% of the amount of stated capital and paid in surplus the corporation
proposes to issue without further report (Article Five): Initial franchise tax
of 1/10th of 1% of the issued, as above noted. However, the minimum initial
franchise tax is $25.00 and varies monthly on $25,000, or more and varies
monthly on $25,000 or less, as follows: January, $37.50; February, $35.42;
March, $33.33; April, $31.25; May, $29.17; June, $27.08; July, $25.00; August,
$22.92; September, $20.83; October, $18.75; November, $16.67; December, $14.58.
In excess of $25.000, the franchise tax per $1,000.00 is as follows: Jan. $1.50;
Feb., $1,4167; March 1,3334; April, $1.25; May, $1,1667; June, $1.0834;
July, $1.00; Aug., $.9167; Sept., $.8334; Oct., $.75; Nov., $.6667; Dec.,
$.5834.
All shares issued in excess of the amount mentioned in Article Five of this
application must be reported within 60 days from date of issuance thereof, and
franchise tax and franchise fee paid thereon; otherwise, the corporation is
subject to a penalty of 1% for each month on the amount until reported and
subject to a fine of not to exceed $500.00.
The same fees are required for a subsequent issue of shares except the filing
fee is $5.00 instead of $75.00.
FILED
OCT 29 1981
JIM EDGAR
Secretary of State
BCA 6.10/6.20 (Rev. Jul 1984) File # D 5255-060-2
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JIM EDGAR This Space For Use By
Submit in Duplicate Secretary of State Secretary of State
Remit payment in Check or Money State of Illinois
Order, payable to "Secretary of Date 6-25 86
State". STATEMENT OF CHANGE OF REGISTERED AGENT
DO NOT SEND CASH! AND/OR Filing Fee $5.00
REGISTERED OFFICE
Clerk /s/ PP
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Pursuant to the provisions of "The Business Corporation Act of 1983", the
undersigned corporation hereby submits the following statement.
1. The name of the corporation is CON-MED SUPPLY COMPANY, INC.
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2. The State or Country of incorporation is Illinois
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3. The name and address of its registered agent and its registered office as
they appear on the records of the office of the Secretary of State (Before
Change) are:
Registered Agent David J. Hochman
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First Name Middle Name Last Name
Registered Office 70 W. Madison, Suite 2200
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Number Street Suite No. (A P.O. Box alone
is not acceptable)
Chicago, IL 60602 Cook
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City Zip Code County
4. The name and address of its registered agent and its registered office
shall be (After All Changes Herein Reported):
Registered Agent David J. Hochman
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First Name Middle Name Last Name
Registered Office 30 N. La Salle Street
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Number Street Suite No. (A P.O. Box alone
is not acceptable)
Chicago, IL 60602 Cook
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City Zip Code County
5. The address of the registered office and the address of the business office
of the registered agent, as changed, will be identical.
6. The above change was authorized by: ("X" one box only)
a. [_] By resolution duly adopted by the board of directors. (Note 5)
b. [X] By action of the registered agent. (Note 6)
(If authorized by the board of directors, sign here. See Note 5)
The undersigned corporation has caused this statement to be signed by its
duly authorized officers, each of whom affirm, under penalties of perjury, that
the facts stated herein are true.
Dated ________________________, 19 ____ ___________________________________
(Exact Name of Corporation)
attested by ___________________________ by ________________________________
(Signature of Secretary or (Signature of President or
Assistant Secretary) vice president)
___________________________ ________________________________
(Type or Print Name and (Type or Print Name and Title)
Title)
(If change of registered office by registered agent, sign here. See Note 6)
The undersigned, under penalties of perjury, affirms that the facts stated
herein are true.
Dated June 6, 1986 /s/ David J. Hochman
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(Signature of Registered Agent of
Record)
NOTES
1. The registered office may, but need not be the same as the principal office
of the corporation. However, the registered office and the office address
of the registered agent must be the same.
2. The registered office must include a street or road address, a post office
box number alone is not acceptable.
3. A corporation cannot act as its own registered agent.
4. If the registered office is changed from one county to another, then the
corporation must file with the recorder of deeds of the new county a
certified copy of the articles of incorporation and a certified copy of the
statement of change of registered office. Such certified copies may be
obtained ONLY from the Secretary of State.
5. Any change of registered agent must be by resolution adopted by the board
of directors. This statement must then be signed by the President (or vice-
president) and by the Secretary (or an assistant secretary).
6. The registered agent may report a change of the registered office of the
corporation for which he or she is registered agent. When the agent reports
such a change, this statement must be signed by the registered agent.
FORM BCA-5.10/5.29
File No. D - 5255 - 060-2
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STATEMENT OF CHANGE OF REGISTERED
AGENT AND/OR REGISTERED OFFICE
FILING FEE $5.00
Return to:
David J. Hochman, Esq.
Finger, Hochman & Delott, P.C.
30 North LaSalle Street
Chicago, IL 60602
RETURN TO:
CORPORATION DEPARTMENT
SECRETARY OF STATE
SPRINGFIELD, ILLINOIS 62756
TELEPHONE 217-782-7808
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EXPEDITED
SECRETARY OF STATE
APR 27 1998
EXP. FEES 25.00
COPY. CERT. 10.00
STATE OF ILLINOIS
Office of the Secretary of State
I hereby certify that this is a true and
correct copy, consisting of seven pages,
as taken from the original on file in
this office.
[SEAL] /s/ George H. Ryan
GEORGE H. RYAN
SECRETARY OF STATE
DATED: April 27, 1998.
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BY: /s/ Julie Jaeger
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