Exhibit 3.4
CHARTER
OF
JONES LANG LASALLE AMERICAS, INC.
CERTIFICATE OF CORRECTION
TO CORRECT AN ERROR
IN
ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION
Pursuant to the provisions of Section 1-207 of Corporations and
Associations Articles, Annotated Code of Maryland, the undersigned executes
the following certificate of correction.
1. The name of the party to the document being corrected is Jones Lang
LaSalle Americas, Inc., formerly known as LaSalle Partners Management
Services, Inc.
2. The Articles of Amendment to Articles of Incorporation were filed
with the Department of Assessments and Taxation of the State of
Maryland on September 17, 1998, and that said document requires
correction as permitted under the provisions of Section 1-207 of the
Corporations and Associations Article of Annotated Code of Maryland.
3. The error or defect in said document to be corrected is as follows:
FIRST: The charter of the Corporation is hereby amended by
striking out paragraphs (1) and (2) of Article SIXTH of the Articles
of Incorporation. The corporation has the authority to issue 10,000
shares of stock, each share having a par value of $.01.
and inserting:
-------------
SIXTH: (1) THE TOTAL NUMBER OF SHARES OF STOCK WHICH THE
CORPORATION HAS AUTHORITY TO ISSUE IS 5,000 SHARES OF COMMON
STOCK, EACH HAVING A PAR VALUE OF ONE PENNY ($.01).
(2) THE AGGREGATE PAR VALUE OF ALL THE AUTHORIZED SHARES OF
STOCK IS $50.00.
4. The foregoing inaccuracy or defect in the document is corrected to read
---------
as follows:
FIRST: The charter of the Corporation is hereby amended by
striking out paragraphs (1) and (2) of Article SIXTH of the Articles
of Incorporation. The corporation had the authority to issue
10,000,000 shares of stock, each share having a par value of $.01.
and inserting:
-------------
SIXTH: (1) THE TOTAL NUMBER OF SHARES OF STOCK WHICH THE
CORPORATION HAS AUTHORITY TO ISSUE IS 5,000 SHARES OF COMMON
STOCK, EACH HAVING A PAR VALUE OF ONE PENNY ($.01).
(2) THE AGGREGATE PAR VALUE OF ALL THE AUTHORIZED SHARES OF
STOCK IS $50.00.
IN WITNESS WHEREOF, the undersigned corporation has caused this
certificate of correction to be signed in its corporate name on its behalf
by its Vice President and attested by its Assistant Secretary on this 18th
day of February 2000.
JONES LANG LASALLE AMERICAS, INC.
By: /s/ Robert K. Hagan
------------------------------------------
Name: Robert K. Hagan
---------------------------------------
Title: Vice President
--------------------------------------
ATTEST:
/s/ Fritz E. Freidinger
- - - --------------------------------------
Name: Fritz E. Freidinger
--------------------------------
Title: Assistant Secretary
-------------------------------
THE UNDERSIGNED, Robert K. Hagan, Vice President of Jones Lang
LaSalle Americas, Inc., formerly known as LaSalle Partners Management
Services, Inc., who executed on behalf of the Corporation the foregoing
Certificate of Correction, of which this certificate is made a part, hereby
acknowledges, in the name and on behalf of the corporation, the foregoing
Certificate of Correction to be the corporate act of the Corporation and
further certifies that, to the best of his knowledge, information, and
belief, the matters and facts set forth therein with respect to the
approval thereof are true in all material respects, under the penalties of
perjury.
/s/ Robert K. Hagan
--------------------------------------------
Robert K. Hagan
ARTICLES OF MERGER
Merging
JONES LANG LASALLE FINANCIAL & CORPORATE SERVICES, INC.
(a corporation of the State of Maryland)
into
JONES LANG LASALLE MANAGEMENT SERVICES, INC.
(a corporation of the State of Maryland)
Jones Lang LaSalle Financial & Corporate Services, Inc., a
corporation organized and existing under the laws of the State of Maryland
("JLLF&CS") and Jones Lang LaSalle Management Services, Inc., a corporation
organized and existing under the laws of the State of Maryland ("JLLMS"),
agree that JLLF&CS shall be merged with and into JLLMS, which shall be the
surviving corporation. The terms and conditions of the merger of JLLF&CS
into JLLMS (the "Merger") and the mode of carrying the same into effect are
as herein set forth in these Articles of Merger.
FIRST: The parties to these Articles of Merger are JLLF&CS
and JLLMS.
SECOND: JLLF&CS is organized under the laws of Maryland and
shall be merged with and into JLLMS, in accordance with the Maryland
General Corporation Law (the "Maryland Code"), and JLLMS (sometimes
referred to herein as the "Surviving Corporation") shall survive the
Merger. At the Effective Time (as hereinafter defined), the separate
existence of JLLF&CS shall cease in accordance with the provisions of the
Maryland Code. From and after the Effective Time, except as may be limited
by applicable law, the Surviving Corporation shall succeed to all of the
leases, licenses, property, rights, privileges and powers of whatever
nature and description and shall be subject to all of the debts,
liabilities and obligations of JLLF&CS without further action by any of the
parties hereto, and will continue to be governed by the laws of the State
of Maryland, including the Maryland Code. As the Effective Time, the
charter and bylaws of JLLMS immediately prior to the Effective Time, as
amended at the Effective Time as provided in Article Ninth hereof, shall
become the charter and bylaws of the Surviving Corporation, and the
directors and officers of JLLMS in office immediately prior to the
Effective Time shall be the directors and officers of the Surviving
corporation, all of whom shall hold their directorships and offices until
the election and qualification of their respective successors or until
their tenure is otherwise terminated in accordance with the charter and
bylaws of the Surviving Corporation.
THIRD:
(a) JLLF&CS: JLLF&CS was formed on April 15, 1997 under
the Maryland Code. The resident agent and principal office of JLLF&CS in
the State of Maryland is The Corporation Trust Incorporated, 300 E. Lombard
Street, Baltimore, Baltimore City, Maryland 21202. The principal office of
JLLF&CS outside of Maryland is located at 200 E. Randolph Drive, Chicago,
Illinois 60601.
(b) JLLMS: JLLMS was formed on April 15, 1997 under the
Maryland Code. The resident agent and principal office of JLLMS in the
State of Maryland is The Corporation Trust Incorporated, 300 E. Lombard
Street, Baltimore, Baltimore City, Maryland 21202. The principal office of
JLLMS outside of Maryland is located at 200 E. Randolph Drive, Chicago,
Illinois 60601.
FOURTH: No party to the Merger owns any interest in land in any
county in the State of Maryland.
FIFTH: The terms and conditions of the transaction set forth in
these Articles of Merger were advised, authorized and approved by each
party to these Articles of Merger in the manner and by the vote required by
its charter and the Maryland Code as follows:
(a) JLLF&CS. The Board of Directors of JLLF&CS, by written
consent signed by all the members thereof and filed with the proceedings of
the Board, adopted a resolution declaring the Merger to be advisable and
directing that the Merger be submitted for consideration of the sole
stockholder. The holder of all outstanding shares of common stock, $0.01
par value per share, of JLLF&CS approved the merger by written consent.
(b) JLLMS. The Board of Directors of JLLMS, by written
consent signed by all the members thereof and filed with the proceedings of
the Board, adopted a resolution declaring the Merger to be advisable and
directing that the Merger be submitted for consideration of the sole
stockholder. The holder of all outstanding shares of common stock, $0.01
par value per share, of JLLMS approved the merger by written consent.
SIXTH:
(a) JLLF&CS. At the time these Articles of Merger were
approved by the sole stockholder of JLLF&CS, 10 shares of common stock,
$0.01 par value per share, were issued and outstanding and entitled to
vote.
(b) JLLMS. At the time these Articles of Merger were
approved by the sole stockholder of JLLMS, 10 shares of common stock, $0.01
par value per share, were issued and outstanding and entitled to vote.
SEVENTH:
(a) JLLF&CS. The total number of shares of stock of all
classes which JLLF&CS has authority to issue is five thousand (5,000)
shares of common stock, of the par value of One Cent ($0.01) each, all such
shares having an aggregate par value of Fifty Dollars ($50).
(b) JLLMS. The total number of shares of stock of all
classes which JLLMS has authority to issue is five thousand (5,000) shares
of common stock, of the par value of One Cent ($0.01) each, all such shares
having an aggregate par value of Fifty Dollars ($50).
EIGHTH:
(a) JLLF&CS. At the Effective Time, each issued share of
stock of JLLF&CS outstanding immediately prior to the Effective Time, shall
automatically and without further action by any of the parties hereto, be
cancelled, and no consideration will be given for such stock in connection
with the Merger.
(b) JLLMS. At the Effective Time, each issued share of
stock of JLLMS outstanding immediately prior to the Effective Time shall,
automatically and without further action by any of the parties hereto,
remain an outstanding share of JLLMS.
NINTH: These Articles of Incorporation, as amended, of JLLMS
are hereby amended by striking out Article Second and inserting in lieu
thereof the following:
SECOND: The name of the Corporation is Jones Lang
LaSalle Americas, Inc.
The Bylaws of JLLMS are hereby amended to reflect the new
name of the Corporation.
TENTH: These Articles of Merger shall become effective (the
"Effective Time") at 12:01 a.m. on July 1, 1999.
ELEVENTH: The undersigned officers acknowledge the Articles of
Merger to be the act of the respective corporate party on whose behalf he
or she has signed, and further, as to all matters or facts required to be
verified under oath, each such officer acknowledges that to the best of his
or her knowledge, information and belief, these matters and facts relating
to the corporation on whose behalf he or she has signed are true in all
material respects and that this statement is made under the penalties for
perjury.
IN WITNESS WHEREOF, these Articles of Merger have been duly
executed by the parties listed by their respective officers thereunto duly
authorized as of this 25th day of June, 1999.
JONES LANG LASALLE FINANCIAL &
CORPORATE SERVICES, INC., a Maryland
corporation
By: /s/ Robert K. Hagan
------------------------------------
Name: Robert K. Hagan
Its: Vice President
ATTEST
/s/ Fritz E. Freidinger
- - - ------------------------------
Assistant Secretary
JONES LANG LASALLE MANAGEMENT
SERVICES, INC., a Maryland corporation
By: /s/ Robert K. Hagan
------------------------------------
Name: Robert K. Hagan
Its: Vice President
ATTEST
/s/ Fritz E. Freidinger
- - - ------------------------------
Assistant Secretary
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
LASALLE PARTNERS MANAGEMENT SERVICES, INC.
LASALLE PARTNERS MANAGEMENT SERVICES, INC., a Maryland corporation
having its principal office in Baltimore City, Maryland (hereinafter called
the "Corporation"), hereby certifies to the State Department of Assessments
and Taxation of Maryland that:
FIRST: The charter of the Corporation is hereby amended by striking out
Article SECOND of the Articles of Incorporation and inserting in lieu
thereof the following:
SECOND: THE NAME OF THE CORPORATION IS JONES LANG LASALLE
MANAGEMENT SERVICES, INC.
SECOND: The amendment of the charter of the Corporation as hereinabove
set forth has been duly advised by the board of directors and approved by
the sole stockholder of the Corporation.
IN WITNESS WHEREOF, LASALLE PARTNERS MANAGEMENT
SERVICES, INC. has caused these Articles of Amendment to be signed in its name
and on its behalf as of the 11th day of March, 1999.
LASALLE PARTNERS MANAGEMENT
SERVICES, INC.
By: /s/ Robert K. Hagan
-------------------------
Its: Vice President
ATTEST:
By: /s/ Fritz Freidinger
Its: Assistant Secretary
THE UNDERSIGNED, Robert K. Hagan, Vice President of LaSalle Partners
Management Services, Inc., who executed, on behalf of the Corporation, the
foregoing Articles of Amendment, of which this certificate is made a part,
hereby acknowledges, in the name and on behalf of the Corporation, the
foregoing Articles of Amendment to be the corporate act of the Corporation
and further certifies that, to the best of his knowledge, information, and
belief, the matters and facts set forth therein with respect to the
approval thereof are true in all material respects, under the penalties of
perjury.
/s/ Robert K. Hagan
------------------------------------------
Vice President
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
LASALLE PARTNERS MANAGEMENT SERVICES, INC.
LASALLE PARTNERS MANAGEMENT SERVICES, INC., a Maryland corporation
having its principal office in Baltimore City, Maryland (hereinafter called
the "Corporation"), hereby certifies to the State Department of Assessments
and Taxation of Maryland that:
FIRST: The charter of the Corporation is hereby amended by striking out
paragraphs (1) and (2) of Article SIXTH of the Articles of Incorporation
THE CORPORATION HAD THE AUTHORITY TO ISSUE 10,000 SHARES OF
STOCK, EACH SHARE HAVING A PAR VALUE OF $.01.
and inserting: SIXTH: (1) THE TOTAL NUMBER OF SHARES OF STOCK WHICH THE
CORPORATION HAS AUTHORITY TO ISSUE IS 5,000 SHARES OF COMMON
STOCK, EACH HAVING A PAR VALUE OF ONE PENNY ($.01).
(2) THE AGGREGATE PAR VALUE OF ALL THE AUTHORIZED SHARES OF STOCK
IS $50.00.
SECOND: The amendment of the charter of the Corporation as
hereinabove set forth has been duly advised by the board of directors and
approved by the sole stockholder of the Corporation.
IN WITNESS WHEREOF, LASALLE PARTNERS MANAGEMENT SERVICES, INC. has
caused these Articles of Amendment to be signed in its name and on its
behalf as of the 16th day of September, 1998.
LASALLE PARTNERS MANAGEMENT
SERVICES, INC.
By: /s/ Charles K. Esler, Jr.
----------------------------
Charles K. Esler, Jr.
Its: President and Chief Executive Officer
ATTEST:
By: /s/ Fritz E. Freidinger
------------------------
Fritz E. Freidinger
Its: Assistant Secretary
THE UNDERSIGNED, Charles K. Esler, Jr., President and Chief Executive
Officer of LaSalle Partners Management Services, Inc., who executed on
behalf of the Corporation the foregoing Articles of Amendment, of which
this certificate is made a part, hereby acknowledges, in the name and on
behalf of the Corporation, the foregoing Articles of Amendment to be the
corporate act of the Corporation and further certifies that, to the best of
his knowledge, information, and belief, the matters and facts set forth
therein with respect to the approval thereof are true in all material
respects, under the penalties of perjury.
/s/ Charles K. Esler, Jr.
-----------------------------------------
Charles K. Esler, Jr.
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
LASALLE MANAGEMENT SERVICES, INC.
LASALLE MANAGEMENT SERVICES, INC., a Maryland corporation
having its principal office in Baltimore City, Maryland (hereinafter called
the "Corporation"), hereby certifies to the State Department of Assessments
and Taxation of Maryland that:
FIRST: The charter of the Corporation is hereby amended by striking out
Article Second of the Articles of Incorporation and inserting in lieu
thereof the following:
SECOND: THE NAME OF THE CORPORATION IS: LASALLE
PARTNERS MANAGEMENT SERVICES, INC.
SECOND: The amendment of the charter of the Corporation as hereinabove
set forth has been duly advised by the board of directors and approved by
the sole stockholder of the Corporation.
IN WITNESS WHEREOF, LASALLE MANAGEMENT SERVICES, INC.
has caused these Articles of Amendment to be signed in its name and on its
behalf as of the 15th day of May, 1997.
LASALLE MANAGEMENT
SERVICES, INC.
By: /s/ Charles K. Esler
------------------------------------------
Its: President
-----------------------------------------
ATTEST:
By: /s/ William E. Sullivan
--------------------------------
William E. Sullivan
Its: Secretary
THE UNDERSIGNED, _________ LaSalle Management Services, Inc., who
executed on behalf of the Corporation the foregoing Articles of Amendment,
of which this certificate is made a part, hereby acknowledges, in the name
and on behalf of the Corporation, the foregoing Articles of Amendment to be
the corporate act of the Corporation and further certifies that, to the
best of his knowledge, information, and belief, the matters and facts set
forth therein with respect to the approval thereof are true in all material
respects, under the penalties of perjury.
ARTICLES OF INCORPORATION
OF
LASALLE MANAGEMENT SERVICES, INC.
The undersigned, being a natural person and acting as
incorporator, does hereby adopt the following Articles of Incorporation for
the purpose of forming a business corporation in the State of Maryland,
pursuant to the provisions of the Maryland General Corporation Law.
FIRST:
(1) The name of the incorporator is M. Martha Sherry.
(2) The incorporator's address is:
c/o Skadden, Arps, Slate, Meagher & Flom (Illinois)
333 West Wacker Drive
Suite 2100
Chicago, Illinois 60606
(3) The incorporator is at least eighteen years of age.
(4) The incorporator is forming the corporation named in these
Articles of Incorporation under the general laws of the State of Maryland,
to wit, the Maryland General Corporation Law ("MGCL").
SECOND: The name of the corporation (the "Corporation") is
LaSalle Management Services, Inc.
THIRD: The purpose of the Corporation is to engage in any lawful
act or activity for which a corporation may be organized under the
provisions of the MGCL.
FOURTH: The address of the principal office of the Corporation
within the State of Maryland is c/o CSC-Lawyers Incorporating Service
Company, 11 East Chase Street, Baltimore City, Maryland 21202.
FIFTH: The name and the address of the resident agent of the
Corporation within the State of Maryland is CSC-Lawyers Incorporating
Service Company, 11 East Chase Street, Baltimore City, Maryland 21202.
SIXTH: (1) The total number of shares of stock which the
Corporation has authority to issue is 10,000,000 shares of Common Stock, each
having a par value of one penny ($.01).
(2) The aggregate par value of all the authorized shares of stock
is $100,000.
(3) The Board of Directors is hereby empowered to authorize the
issuance from time to time of shares of its stock of any class, whether now
or hereafter authorized, or securities convertible into shares of its stock
of any class or classes, whether now or hereafter authorized, for such
consideration as may be deemed advisable by the Board of Directors and
without any action by the stockholders.
(4) Provisions, if any, governing on the transferability of any
of the shares of stock of the Corporation may be set forth in the Bylaws of
the Corporation or in any agreement or agreements duly entered into.
(5) To the extent permitted by Section 2-104(b)(5) of the MGCL,
notwithstanding any provision of the MGCL requiring a greater proportion
than a majority of the votes entitled to be cast in order to take or
authorize any action, any such action may be taken or authorized upon the
concurrence of at least a majority of the aggregate number of votes
entitled to be cast thereon.
SEVENTH: (1) The number of directors of the Corporation shall be
nine, which number may be increased or decreased pursuant to the Bylaws of
the Corporation, but shall never be less than the minimum number permitted
by the MGCL now or hereafter in force. The names of the directors who will
serve until the first annual meeting of stockholders and until their
successors are elected and qualified are: Charles K. Esler, Hossein
Uoussefi, John G. Wallerius, Peyton H. Owen, Robert F. Works, Jon R.
Andersen, Brian M. Ross, Stuart L. Scott and Robert C. Spoerri.
(2) The initial Bylaws of the Corporation shall be adopted by
the initial directors. Thereafter, the power to adopt, alter, and repeal
the Bylaws of the Corporation shall be vested in the Board of Directors of
the Corporation.
(3) The liability of the directors of the Corporation is
limited to the fullest extent permitted by the provisions of Section
2-405.2 of the MGCL, as the same may be amended and supplemented.
(4) The Corporation shall, to the fullest extent permitted by
the MGCL, as the same may be amended and supplemented, and, without
limiting the generality of the foregoing in accordance with Section 2-418
of the MGCL, indemnify directors and officers of the Corporation whom it
shall have power to indemnify under said law from and against any and all
of the expenses, liabilities or other matters referred to in or covered by
the MGCL, and the board of directors in hereby empowered to authorize from
time to time rights of indemnification to employees and agents of the
Corporation similar to those conferred in this Article SEVENTH to directors
and officers of the Corporation.
EIGHTH: From time to time any of the provisions of these
Articles of Incorporation may be amended, altered or repealed, and other
provisions authorized by the MGCL at the time in force may be added or
inserted in the manner and at the time presented by said laws, and any
contract rights at any time conferred upon the stockholders of the
Corporation by these Articles of Incorporation are granted subject to the
provisions of this Article.
NINTH: The duration of the Corporation shall be perpetual.
IN WITNESS WHEREOF, I have adopted and signed these Articles of
Incorporation and do hereby acknowledge that the adoption and signing are
my act.
Dated: April 14, 1997
/s/ M. Martha Sherry
--------------------------
M. Martha Sherry