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Exhibit 3.94
STATE OF NEW YORK }
SS:
DEPARTMENT OF STATE }
I HEREBY CERTIFY THAT THE ANNEXED COPY HAS BEEN COMPARED WITH THE ORIGINAL
DOCUMENT IN THE CUSTODY OF THE SECRETARY OF STATE AND THAT THE SAME IS A TRUE
COPY OF SAID ORIGINAL.
WITNESS MY HAND AND SEAL OF THE DEPARTMENT OF STATE ON MAY 28 2002
[SEAL]
/s/ [ILLEGIBLE]
SPECIAL DEPUTY SECRETARY OF STATE
DOS-1266 (7/00)
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CERTIFICATE OF INCORPORATION
OF
NORTHERN PROPERTIES CORPORATION OF PLATTSBURGH
PURSUANT TO SECTION 402 OF THE BUSINESS CORPORATION LAW
OF
THE STATE OF NEW YORK
*****************************************************************************
I, the undersigned, desiring to form a corporation pursuant to section 402 of
the Business corporation Law of the State of New York, do hereby make, subscribe
and acknowledge this certificate for that purpose as follows:
FIRST: The name of the proposed corporation is
NORTHERN PROPERTIES CORPORATION OF PLATTSBURGH
SECOND: The purpose for which said corporation is to be formed is to do
any and all of the things hereinafter set forth to the same extent as natural
persons might or could do, namely:
to buy, sell, exchange, rent, lease, sub-lease, or otherwise
acquire, and to erect, construct, maintain, improve, rebuild,
enlarge, alter, manage, control, develop, assign, transfer,
convey, pledge, alienate, or otherwise dispose of, and to
mortgage or otherwise encumber, and to generally deal in real and
personal property wherever situated, either directly or through
ownership of shares in any corporation, and
to such extent as a corporation organized under the Business corporation Law of
New York may now or hereafter lawfully do, to
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do, either as principal or agent and either alone or in connection with other
corporations, firms, or individuals, all and everything necessary, suitable,
convenient or proper for, or in connection with, or incident to, the
accomplishment of any of the purposes or the attainment of any one or more of
the objects herein enumerated, or designed, directly or indirectly to promote
the interests of this Corporation or to enhance the value of its properties; and
in general to do any and all things and exercise any and all powers, rights, and
privileges which a corporation may now or hereafter be organized to do or to
exercise under the Business Corporation Law of New York, or under any act
amendatory thereof, supplemental thereto, or substituted therefor.
THIRD: The office of the corporation is to be located in the County of
Albany and State of New York.
FOURTH: The aggregate number of shares which the corporation shall have
the authority to issue is 200 shares of no par value.
FIFTH: The shares shall be designated as "common stock".
SIXTH: The Secretary of State is designated as agent of the corporation
upon whom process against it may be served. The post office address to which the
Secretary of State shall mail a copy of any process served upon him is: The
Corporation, c/o Miller, Seeley & Segel, P.C., 5 Washington Square, Washington
Avenue Extension, Albany, New York 12205.
The undersigned incorporator is of the age of eighteen years or over.
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IN WITNESS WHEREOF, this Certificate has been subscribed this 23rd day of
September, 1988 by the undersigned who affirms that the statements made herein
are true under the penalties of perjury.
/s/ James F. Seeley
----------------------------------
James F. Seeley
4 Hudson Court
Ballston Lake, New York 12019
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CERTIFICATE OF INCORPORATION
OF
NORTHERN PROPERTIES CORPORATION
OF PLATTSBURGH
STATE OF NEW YORK
DEPARTMENT OF STATE
FILED OCT 07 1988
AMT. OF CHECK $ 120
FILING FEE $ 100
TAX $ 10
COUNTY FEE $________
COPY $______________
CERT $______________
REFUND $____________
SPEC HANDLE $ 10
BY: /s/ [ILLEGIBLE]
-----------------
[ILLEGIBLE]
MILLER, SEELEY & SEGEL, P.C.
ATTORNEYS and COUNSELORS AT LAW
5 WASHINGTON SQUARE
ALBANY N.Y 12205
(518) 452-0941
[ILLEGIBLE]
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STATE OF NEW YORK } SS:
DEPARTMENT OF STATE }
I HEREBY CERTIFY THAT THE ANNEXED COPY HAS BEEN COMPARED WITH THE ORIGINAL
DOCUMENT IN THE CUSTODY OF THE SECRETARY OF STATE AND THAT THE SAME IS A TRUE
COPY OF SAID ORIGINAL.
WITNESS MY HAND AND SEAL OF THE DEPARTMENT OF STATE ON MAY 28 2002
[SEAL]
/s/ [ILLEGIBLE]
SPECIAL DEPUTY SECRETARY OF STATE
DOS-1266 (7/00)
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F941031000213
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION OF
NORTHERN PROPERTIES CORPORATION OF PLATTSBURGH
UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW
The undersigned, being the President and Secretary of NORTHERN PROPERTIES
CORPORATION OF PLATTSBURGH do hereby certify and set forth:
(1) The name of the corporation is: NORTHERN PROPERTIES CORPORATION OF
PLATTSBURGH.
(2) The Certificate of Incorporation of NORTHERN PROPERTIES CORPORATION OF
PLATTSBURGH was filed with the Department of State of the State of New York on
the 7th day of October, 1988.
(3) The Certificate of Incorporation is amended to reflect the imposition
of restrictions on the Board of Directors. A new Article SEVENTH shall be added
to the Certificate of Incorporation of NORTHERN PROPERTIES CORPORATION OF
PLATTSBURGH imposing restrictions on the Board of Directors and shall read as
follows:
SEVENTH: All managerial acts in the conduct of the corporate affairs shall
be authorized or consented to by the shareholders and the board shall have
no discretion or power in connection therewith, except that where necessary
or convenient as determined by the shareholders, the board shall accept any
resolution concerning the business and affairs of the corporation as may be
directed by the shareholders.
The affirmative vote of 67% of the issued and outstanding shares entitled
to vote shall be necessary to approve the actions requiring the approval of
the shareholders as provided for herein:
(4) The amendment to the certificate of Incorporation was authorized by a
vote of the Board of Directors, followed by the unanimous affirmative vote of
the Shareholders of the Corporation at a meeting of the Directors and
Shareholders of said corporation duly called and held on the 17th day of
October, 1994, a quorum being present.
[ILLEGIBLE]
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IN WITNESS WHEREOF, this Certificate has been subscribed this 20th day of
October, 1994, by the undersigned who affirms that the statements made herein
are true under the penalties of perjury.
/s/ Ross M. Sarbou
----------------------------------
Ross M. Sarbou, President
/s/ Gloria Sarbou
----------------------------------
Gloria Sarbou, Secretary
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F941031000213
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION OF
NORTHERN PROPERTIES CORPORATION OF PLATTSBURGH
STATE OF NEW YORK
DEPARTMENT OF STATE
OCT 31 1994
[ILLEGIBLE]
STAFFORD, TROMBLEY, PURCELL, LAMTINEN,
OWENS & CURTIN, P.C.
[ILLEGIBLE]
941031000228
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STATE OF NEW YORK } SS:
DEPARTMENT OF STATE }
I HEREBY CERTIFY THAT THE ANNEXED COPY HAS BEEN COMPARED WITH THE ORIGINAL
DOCUMENT IN THE CUSTODY OF THE SECRETARY OF STATE AND THAT THE SAME IS A TRUE
COPY OF SAID ORIGINAL.
WITNESS MY HAND AND SEAL OF THE DEPARTMENT OF STATE ON MAY 28 2002
[SEAL]
/s/ [ILLEGIBLE]
SPECIAL DEPUTY SECRETARY OF STATE
DOS-1266 (7/00)
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F981222000618
CERTIFICATE OF MERGER
OF
NP ACQUISITION, INC.
AND
NORTHERN PROPERTIES CORPORATION OF PLATTSBURGH
INTO
NORTHERN PROPERTIES CORPORATION OF PLATTSBURGH
Under Section 904 of the Business Corporation Law
We, the undersigned, being respectively the Vice President and Assistant
Secretary of NP Acquisition, Inc., and the President and Secretary of Northern
Properties Corporation of Plattsburgh, certify:
The Agreement and Plan of the Merger was adopted by the board of directors of
each constituent corporation.
1. The name of each constituent corporation is as follows:
NP Acquisition, Inc and Northern Properties
Corporation of Plattsburgh
2. The name of the surviving corporation is:
Northern Properties Corporation of Plattsburgh
3. The number of outstanding shares of NP Acquisition, Inc, is ten (10)
shares without par value, all of which are entitled to vote. The
number of outstanding shares of Northern Properties Corporation of
Plattsburgh is ten (10) shares without par value, all of which shares
are entitled to vote.
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4. The Certificate of Incorporation of NP Acquisition Inc., was filled by
the Department of State on the 21st day of December, 1998 and the
Certificate of Incorporation of Northern Properties Corporation of
Plattsburgh, was filed by the Department of State on October ?? 1988,
which Certificate of Incorporation was last amended by a Certificate
of Amendment of the Certificate of Incorporation of Northern
Properties Corporation of Plattsburgh filed by the Department of State
on October 31, 1994.
5. The Merger was authorized by the Unanimous Written Consent of all
outstanding shares of NP Acquisition, Inc., entitled to vote thereon
and by the Unanimous Written consent of all outstanding shares of
Northern Properties Corporation of Plattsburgh, entitled to vote
thereon.
6. The Merger shall be effective on 12/23/98.
IN WITNESS WHEREOF, the undersigned have each signed this certificate and
affirmed the truth of the statements contained therein under penalty of perjury
this 22nd of December, 1998.
NP ACQUISITION, INC.
By: /s/ Jerry S. Cifor
------------------------------
Jerry S. Cifor, Vice President
and Assistant Secretary
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NORTHERN PROPERTIES
CORPORATION OF PLATTSBURGH
By: /s/ Ross M. Sarbou, President
------------------------------
Ross M. Sarbou, President
By: /s/ Gloria Sarbou, Secretary
------------------------------
Gloria Sarbou, Secretary
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F981222000698
CERTIFICATE OF MERGER
OF
NP ACQUISITION INC.
AND
NORTHERN PROPERTIES CORPORATION OF PLATTSBURGH
INTO
NORTHERN PROPERTIES CORPORATION OF PLATTSBURGH
Under Section 904 of the Business Corporation Law
[NS NATIONWIDE INFORMATION SERVICES INC LOGO]
52 JAMES STREET
ALBANY, NY 12207
(800) 873-3482
(800) 234-8522 FAX
*FILER
JACK OULGLEY
Corporate Assistant Manager
Dec 22, 1998
981222000673
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