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Exhibit 3.8
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
SJL OF KANSAS CORP.
Pursuant to resolutions duly adopted by its Board of Directors and stockholders,
and in accordance with the provisions of Section 17-6605 of the Kansas Statutes
Annotated, as amended, the undersigned corporation adopts the following Amended
and Restated Articles of Incorporation, which supersede the original Articles of
Incorporation, which were filed by the Secretary of State on the 11th day of
August, 1950, and all Amendments to them:
ARTICLE 1. The name of the corporation is:
SJL OF KANSAS CORP.
ARTICLE 2. The address of its registered office in the State of Kansas
is 515 South Kansas Avenue, Topeka, Kansas 66603, County of Shawnee. The name of
its registered agent at such address is The Corporation Company, Inc.
ARTICLE 3. The nature of the business or purposes to be conducted or
promoted is:
To engage in any lawful act or activity for which a
corporation may be organized under the General Corporation Code of
Kansas.
ARTICLE 4.
(a) Stock. The Corporation shall have authority to issue a
total of one thousand (1,000) shares of capital stock, which shall be designated
as Class A Common Stock, with a par value of $.01 per share (the "Class A
Stock").
(b) Voting. The entire voting power for the election of
directors and for all other purposes shall be vested exclusively in the holders
of Class A Stock.
ARTICLE 5. In furtherance and not in limitation of the powers conferred
by statutes, the Board of Directors is expressly authorized to make, alter or
repeal the by-laws of the Corporation.
ARTICLE 6. Meetings of stockholders may be held within or without the
State of Kansas, as the by-laws may provide. The books of the Corporation may be
kept (subject to any provision contained in the statutes) outside the State of
Kansas at such place or places as may be designated from time to time by the
Board of Directors in the by-laws
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of the Corporation. Elections of directors need not be by written ballot unless
the by-laws of the Corporation shall so provide.
ARTICLE 7. The Corporation reserves the right to amend, alter, change
or repeal any provision contained in these Amended and Restated Articles of
Incorporation, in the manner now or hereafter prescribed by statute, and all
rights conferred upon stockholders herein are granted subject to this
reservation.
ARTICLE 8. The Corporation shall have perpetual existence.
ARTICLE 9. The governing body of the Corporation shall be a Board of
Directors of at least one member, each of whom shall be of legal age and at
least one of whom shall be a citizen of the United States of America. Such Board
of Directors shall have full power, direction, management and control over the
affairs of the Corporation, subject, however, to the limitations provided in
these Amended and Restated Articles of Incorporation.
ARTICLE 10. These Amended and Restated Articles of Incorporation
constitute all of the Articles of Incorporation of the Corporation. The original
charter of the Corporation as filed in the office of the Kansas Secretary of
State on August 11, 1950, and all amendments thereto and restatements thereof
heretofore made and affected, are hereby repealed and superceded by these
present Amended and Restated Articles of Incorporation. These Amended and
Restated Articles of Incorporation were duly proposed by the Board of Directors
and duly adopted by the stockholders in accordance with K.S.A. 17-6602 and
K.S.A. 17-6605, as amended.
IT IS HEREBY CERTIFIED that these Amended and Restated Articles of
Incorporation, which amend and restate the Corporation's Articles of
Incorporation as originally filed and as heretofore amended and restated, have
been duly approved and proposed by the Board of Directors, and have been duly
adopted by the stockholders, in accordance with the provisions of K.S.A. 17-6602
and K.S.A. 17-6605, as amended, and in full compliance with the currently
existing Articles of Incorporation and By-Laws of the Corporation.
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IN WITNESS WHEREOF, said SJL of Kansas Corp. has caused these Amended
and Restated Articles of Incorporation of SJL of Kansas Corp. to be signed by J.
Scott Enright, its Vice President and attested by David L. Wills, its Assistant
Secretary, this 13th day of June, 2001.
SJL OF KANSAS CORP.
By /s/ J. Scott Enright
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J. Scott Enright, Vice President
ATTEST:
By /s/ David L. Wills
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David L. Wills, Assistant Secretary
STATE OF INDIANA )
) SS:
COUNTY OF MARION )
Be it remembered, that before me, Elizabeth Marie Ellis, a Notary
Public in and for the County and State aforesaid, came J. Scott Enright, Vice
President and David L. Wills, Assistant Secretary, of SJL of Kansas Corp., a
corporation personally known to me to be the persons who executed the foregoing
instrument of writing as Vice President and Assistant Secretary, respectively,
and duly acknowledged the execution of the same this 13th day of June, 2001.
My Commission Expires: /s/ Elizabeth Marie Ellis
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Notary Public
December 6, 2006
Printed: Elizabeth Marie Ellis
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County of Residence:
Hamilton
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