Exhibit 3.13
STATE OF ARIZONA
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
GOODYEAR FARMS
Pursuant to the provisions of Section 10-061, Arizona Revised
Statutes, the undersigned corporation adopts the attached Articles of Amendment
to its Articles of Incorporation:
FIRST: The name of the corporation (prior to amendment) is GOODYEAR FARMS.
SECOND: The document attached hereto as Exhibit A sets forth the amendments
to the Articles of Incorporation which were adopted by the sole
shareholder of the corporation on May 30, 1980, in the manner
prescribed by the Arizona Revised Statutes.
THIRD: The number of shares of the corporation outstanding at the time of
such adoption was 1,000; and the number of shares entitled to vote
thereon was 1,000.
FOURTH: The designation and number of outstanding shares of each class or
series entitled to vote thereon as a class or series were as
follows:
CLASS OR SERIES NUMBER OF SHARES
- --------------- ----------------
Common 1,000
FIFTH: The number of shares of each class or series entitled to vote
thereon as a class or series voted for or against such amendment,
respectively, was as follows:
CLASS OR NUMBER OF NUMBER OF
SERIES SHARES FOR SHARES AGAINST
- -------- ---------- --------------
Common 1,000 -0-
SIXTH: The amendments do not provide for an exchange, reclassification, or
cancellation of issued shares.
SEVENTH: The amendments to the Articles of Incorporation do not affect the
amount of stated capital of the corporation.
DATED: May 30, 1980.
GOODYEAR FARMS, an Arizona corporation
/s/ Charles J. Pilliod, Jr.
------------------------------------------
Charles J. Pilliod, Jr., President
/s/ Frederick S. Myers
------------------------------------------
Frederick S. Myers, Secretary
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STATE OF OHIO )
) ss.
COUNTY OF SUMMIT )
The foregoing instrument was acknowledged before me this 30th day of
May, 1980, by Charles J. Pilliod, Jr., President of Goodyear Farms, an Arizona
corporation, on behalf of the corporation.
/s/ Joanne Underwood
---------------------------------------------
Notary Public
JOANNE UNDERWOOD
Notary Public, Summit, County, Ohio
My Commission Expires: Jan. 2, 1981
STATE OF OHIO )
) ss.
COUNTY OF SUMMIT )
The foregoing instrument was acknowledged before me this 30th day of
May, 1980, by Frederick S. Myers, Secretary of Goodyear Farms, an Arizona
corporation, on behalf of the corporation.
/s/ Joanne Underwood
--------------------------------------------
Notary Public
JOANNE UNDERWOOD
Notary Public, Summit, County, Ohio
My Commission Expires: Jan. 2, 1981
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EXHIBIT "A"
1. Article I is amended in its entirety to read:
ARTICLE I.
The name of the corporation is GOODYEAR FARMS, INC.
2. Article IV is amended in its entirety to read:
ARTICLE IV.
The purposes for which the corporation is organized include the
transaction of any or all lawful business for which corporations may be
incorporated under Chapter I of Title 10, Arizona Revised Statutes, at any
time. The character of business which the corporation initially intends
actually to conduct in the State of Arizona is farming.
3. Article V is amended by deleting lines 6, 7 and 8 and inserting in lieu
thereof:
". . . real or personal property, or services, and all shares of
capital stock when issued. . ."
4. Article VI is amended in its entirety to read:
Article VI.
The existence of the corporation shall be perpetual.
5. Article VII is amended in its entirety to read:
ARTICLE VII.
There are presently six directors of the corporation, as follows:
Richard E. Barnett
1144 East Market Street
Akron, Ohio 44316
John H. Gerstenmaier
1144 East Market Street
Akron, Ohio 44316
J. Robert Hicks
1144 East Market Street
Akron, Ohio 44316
Fredrick S. Myers
1144 East Market Street
Akron, Ohio 44316
Charles J. Pilliod, Jr.
144 East Market Street
Akron, Ohio 44316
George W. Busey
P. O. Box 158
Litchfield Park, Arizona 85340
6. Article VIII of the Articles of Incorporation of the corporation is deleted
in its entirety.
7. Article IX of the Articles of Incorporation of the corporation is deleted in
its entirety.
8. The following is added as Article VIII to the Articles of Incorporation of
the corporation:
ARTICLE VIII.
The statutory agent of the corporation is George W. Busey, P.O. Box
158, Litchfield Park, Arizona 85340.
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STATE OF ARIZONA
RESTATED ARTICLES OF INCORPORATION
OF
GOODYEAR FARMS, INC.
Pursuant to the provisions of Section 10-064, Arizona Revised
Statutes, the undersigned corporation, pursuant to a resolution duly adopted by
its Board of Directors, hereby adopts the Restated Articles of Incorporation
attached hereto as Exhibit "A" and incorporated herein.
The Restated Articles of Incorporation so attached, correctly set
forth without change the provisions of the Articles of Incorporation as
heretofore amended, and supercede the original Articles of Incorporation and all
amendments thereto.
DATED: May 30, 1980
GOODYEAR FARMS, INC.
an Arizona corporation
/s/ Charles J. Pilliod, Jr.
--------------------------------------------
Title: President
/s/ Frederick S. Myers
--------------------------------------------
Title: Secretary
STATE OF OHIO )
) ss.
COUNTY OF SUMMIT )
The foregoing instrument was acknowledged before me this 30th day of
May, 1980, by Charles J. Pilliod, Jr., President of Goodyear Farms, Inc., an
Arizona corporation, on behalf of the corporation.
/s/ Joanne Underwood
---------------------------------------
Notary Public
JOANNE UNDERWOOD
Notary Public, Summit, County, Ohio
My Commission Expires: Jan. 2, 1981
STATE OF OHIO )
) ss.
COUNTY OF SUMMIT )
The foregoing instrument was acknowledged before me this 30th day of
May, 1980, by Frederick S. Myers, Secretary of Goodyear Farms, Inc., an Arizona
corporation, on behalf of the corporation.
/s/ Joanne Underwood
--------------------------------------
Notary Public
JOANNE UNDERWOOD
Notary Public, Summit, County, Ohio
My Commission Expires: Jan. 2, 1981
2
EXHIBIT "A"
KNOW ALL MEN BY THESE PRESENTS:
That we the undersigned, have this day associated ourselves together
for the purpose of becoming incorporated under the laws of the State of Arizona,
and to that end we do hereby adopt, sign, and acknowledge the following Articles
of Incorporation, to-wit:
ARTICLE I.
The name of the corporation is GOODYEAR FARMS, INC.
ARTICLE II.
The names, residences and post office addresses of the several
incorporators are respectively as follows:
Name, Edward F. Parker, Residence, Phoenix, Arizona, Post Office,
Phoenix, Arizona.
Name, J. P. Coniuit, Residence, Phoenix, Arizona, Post Office,
Phoenix, Arizona.
either in cash, real or personal property, or services, and all shares of
capital stock when issued in exchange therefor shall thereupon and thereby
become and be fully paid, the same as though paid for in cash at par, and shall
be nonassessable forever; and the judgment of the directors as to the value of
any property, right or thing acquired in exchange for capital stock shall be
conclusive in the absence of actual fraud on the part of the said board or the
members thereof.
ARTICLE VI.
The existence of the corporation shall be perpetual.
ARTICLE VII.
There are presently six directors of the corporation, as follows:
Richard E. Barnett
1144 East Market Street
Akron, Ohio 44316
John H. Gerstenmaier
1144 East Market Street
Akron, Ohio 44316
J. Robert Hicks
1144 East Market Street
Akron, Ohio 44316
Fredrick S. Myers
1144 East Market Street
Akron, Ohio 44316
Charles J. Pilliod, Jr.
1144 East Market Street
Akron, Ohio 44316
George W. Busey
P. O. Box 158
Litchfield Park, Arizona 85340
ARTICLE VIII.
The statutory agent of the corporation is George W. Busey, P.O. Box
158, Litchfield Park, Arizona 85340.
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