Exhibit 3.6
CHARTER
OF
LASALLE INVESTMENT MANAGEMENT, INC.
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
LASALLE ADVISORS CAPITAL MANAGEMENT, INC.
LASALLE ADVISORS CAPITAL MANAGEMENT, 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 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 INVESTMENT
MANAGEMENT, 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 ADVISORS CAPITAL MANAGEMENT, 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 ADVISORS CAPITAL
MANAGEMENT, INC.
By: /s/ Daniel W. Cummings
------------------------------------
Its: Co-President
ATTEST:
By: /s/ Fritz Freidinger
--------------------------
Its: Assistant Secretary
THE UNDERSIGNED, Daniel W. Cummings, Co-President of LaSalle
Advisors Capital Management, 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/ Daniel W. Cummings
----------------------------------
Co-President
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/ Lynn C. Thurber
-----------------------------
Its: Co-President
ATTEST:
By: /s/ William E. Sullivan
------------------------------
William E. Sullivan
Its: Secretary
THE UNDERSIGNED, Co-President of 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.
/s/ Lynn C. Thurber
------------------------------------
Co-President
ARTICLES OF INCORPORATION
OF
LASALLE INVESTMENT MANAGEMENT, 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 Investment Management, 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 eight, 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: Jonathan E. Bortz, Daniel
W. Cummings, Wade W. Judge, William K. Morrill, Stuart L. Scott, Robert C.
Spoerri, Van J. Stults and Lynn C. Thurber.
(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 is 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 prescribed 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