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EXHIBIT 3.53
ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION OF
KENYA ACQUISITION CORPORATION,
A FLORIDA CORPORATION
Pursuant to the Florida Business Corporation Act, Article I of the
Articles of Incorporation of KENYA ACQUISITION CORPORATION, a Florida
corporation, hereinafter referred to as the "Corporation", is amended to read
as follows:
ARTICLE I
NAME
The name of the Corporation is IRWIN TELECOM SERVICES, INC.
This Amendment shall be effective upon its filing with the Florida
Department of State.
The foregoing Amendment to the Articles of Incorporation of the Corporation
was approved by the Corporation's sole director by Written Consent effective as
of April 27, 2000. No shares have been issued, therefore, shareholder action
was not required.
IN WITNESS WHEREOF, the undersigned sole director of the Corporation has
executed these Articles of Amendment this 27 day of April, 2000.
KENYA ACQUISITION CORPORATION,
a Florida Corporation
By: /s/ WILLIAM J. MERCURIO
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William J. Mercurio
Sole director
Prepared by:
Donn A. Beloff, Esq.
350 East Las Olas Blvd., Ste. 1600
Ft. Lauderdale, Florida 33301
(954) 463-2700
Florida Bar No. 222429
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Requestor's Name
315 SOUTH CALHOUN STREET
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Address
Tallahassee, Florida 32301 ( ) 224-7000
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City/State/Zip Phone # OFFICE USE ONLY
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CORPORATION NAME(S) & DOCUMENT NUMBER(S), (if known):
1. Kenya Acquisition Corporation
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(Corporation Name) (Document #)
2. -----------------------------------------------------------------------------
(Corporation Name) (Document #)
3. -----------------------------------------------------------------------------
(Corporation Name) (Document #)
4. -----------------------------------------------------------------------------
(Corporation Name) (Document #)
[X] Walk in [X] Pick up time 4:00 [X] Certified Copy
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[ ] Mail out [ ] Will wait [ ] Photocopy [ ] Certificate of Status
NEW FILINGS AMENDMENTS
================================== ===========================================
[ ] Profit [ ] Amendment
[ ] NonProfit [ ] Resignation of R.A., Officer/Director
[ ] Limited Liability [ ] Change of Registered Agent
[ ] Domestication [ ] Dissolution/Withdrawal
[ ] Other [ ] Merger
OTHER FILINGS REGISTRATION/QUALIFICATION
================================== ==========================================
[ ] Annual Report [ ] Foreign
[ ] Fictitious Name [ ] Limited Partnership
[ ] Name Reservation [ ] Reinstatement
[ ] Trademark
[ ] Other
600002452146--4
03/10/98--01041--013
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[STAMP]
Examiner's Initials > [ ]
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[STAMP]
ARTICLES OF INCORPORATION
OF
KENYA ACQUISITION CORPORATION
The undersigned, acting as incorporator of KENYA ACQUISITION
CORPORATION, pursuant to the Florida Business Corporation Act, adopts the
following Articles of Incorporation:
ARTICLE I. NAME
The name of the corporation is:
KENYA ACQUISITION CORPORATION
ARTICLE II. ADDRESS
The mailing address of the corporation is 2240 Palm Beach Lakes
Boulevard, Suite 100, West Palm Beach, FL 33409.
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence at 12:01 A.M. on the
date of filing these Articles of Incorporation.
ARTICLE IV. PURPOSE
The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to
have outstanding at any time is 1,000 shares of common stock having a par value
of $.01 per share.
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ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation
is 2240 Palm Beach Lakes Boulevard, Suite 100, West Palm Beach, Florida 33409,
and the name of the corporation's initial registered agent at that address is
William J. Mercurio.
ARTICLE VII. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address of
the initial director is:
Name Address
William J. Mercurio 2240 Palm Beach Lakes Boulevard
Suite 100
West Palm Beach, FL 33409
ARTICLE VIII. INCORPORATOR
The name and street address of the incorporator is:
Name Address
Vanessa Sciarra 701 Brickell Avenue
Suite 3000
Miami, FL 33131
The incorporator of the corporation assigns to this corporation her
rights under Section 607.0201, Florida Statutes, to constitute a corporation,
and she assigns to those persons designated by the board of directors any
rights she may have as incorporator to acquire any of the capital stock of this
corporation, this assignment becoming effective on the date corporate existence
begins.
ARTICLE IX. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in
the board of directors and the shareholders, except that the board of directors
may not amend or repeal any bylaw adopted by the shareholders if the
shareholders specifically provide that the bylaw is not subject to amendment or
repeal by the directors.
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The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these Articles
of Incorporation this 5th day of March, 1998.
/s/ VANESSA SCIARRA
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Vanessa Sciarra, Incorporator
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CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF PROCESS
WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is
submitted:
That Kenya Acquisition Corporation, desiring to organize under the laws
of the State of Florida with its initial registered office, as indicated in the
Articles of Incorporation, at 2240 Palm Beach Lakes Boulevard, Suite 100, West
Palm Beach, State of Florida, has named William J. Mercurio as its agent to
accept service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation
named above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation Act,
and am familiar with, and accept, the obligations of that position.
/s/ WILLIAM J. MERCURIO
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William J. Mercurio, Registered Agent
[STAMP]
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