Exhibit 3.5
STATE OF ALABAMA
I, Jim Bennett, Secretary of State of the State of Alabama, having custody of
the Great and Principal Seal of said State, do hereby certify that as appears on
file and of record in this office, the pages hereto attached, contain a true,
accurate and literal copy of the Articles of Amendment to the Articles of
Incorporation of Alabama Jitney Jungle Stores, Inc. changing the name to
Interstate Jitney Jungle Stores, Inc. as received and filed in the office of the
Secretary of State of Alabama on August 15, 1988, showing the date of amendment
as August 8, 1988, the date said instrument was filed in the office of the Judge
of Probate of Montgomery County.
In Testimony Whereof, I have hereunto set my
hand and affixed the Great Seal of the
State, at the Capitol, in the City of
Montgomery, on this day.
[SEAL]
09/05/97
--------------------------------------------
Date
/s/ Jim Bennett
--------------------------------------------
Jim Bennett Secretary of State
[Illegible]
[Illegible]
AMENDMENT TO ARTICLES OF INCORPORATION OF
ALABAMA JITNEY JUNGLE STORES, INC.
WHEREAS, Jitney Jungle Stores, Inc. was incorporated on May 29, 1986 in
Montgomery County, Alabama, and the Articles of Incorporation were filed in the
office of the Judge of Probate of Montgomery, Alabama in Corporation Book 144,
at page 560; and
WHEREAS, the Articles of Incorporation were amended to change the corporate
name to Alabama Jitney Jungle Stores, Inc. on June 18, 1986 and the Amendment
was filed in the office of the Judge of Probate of Montgomery, Alabama in
Corporation Book 144, at page [Illegible]; and
WHEREAS, on July 5, 1988, the Board of Directors of said corporation in
accordance with Section 10-24-111 of the Code of [Illegible] Unanimous Consent
to Action, attached [Illegible] recommending to its Stockholders another
amendment to the Articles of Incorporation , to change corporate name to
Interstate Jitney Jungle Stores, Inc.; and
WHEREAS, at the special meeting of Stockholders of said corporation was
held on July 10, 1988, pursuant to the notice as [Illegible] 10-2A-11 and of
which Stockholders [Illegible] of issued and outstanding stock were present, the
Resolution attached hereto as "Exhibit B", was accordingly adopted.
THEREFORE, BE IT RESOLVED, that the name of said corporation shall be
changed to Interstate Jitney Jungle Stores, Inc.
IN WITNESS WHEREOF, this instrument has been executed this [Illegible] day
of July, 1988.
ALABAMA JITNEY JUNGLE STORES, INC.
(Now known as INTERSTATE JITNEY
JUNGLE STORES, INC.)
By: /s/ W. H. Holman, Jr.
----------------------------------
W. H. Holman, Jr.
Its: President
By: /s/ Roger P. Friou
----------------------------------
Roger P. Friou
Its: Secretary
This is to verify that Exhibit "a" is a true and correct [Illegible]
executed by all of the Directors of [Illegible] Alabama Jitney Jungle Stores,
Inc., that Exhibit "B" is a true and correct copy of the Resolution unanimously
adopted by the Shareholders of said Corporation and that said resolution is duly
[Illegible] the Minute Book of said Corporation and is [ Illegible] effect.
By:/s/ Roger P. Friou
-------------------------
Roger P. Friou, Secretary
ALABAMA JITNEY JUNGLE STORES, INC.
(Now known as INTERSTATE JITNEY
JUNGLE STORES, INC.)
EXHIBIT A
UNANIMOUS CONSENT TO ACTION BY THE DIRECTORS OF
ALABAMA JITNEY JUNGLE STORES, INC.
The undersigned, constituting all the Directors of Alabama Jitney Jungle
Stores, Inc. do hereby, pursuant to Article III, Section 9, of the Bylaws of
Alabama Jitney Jungle Stores, Inc., adopt the following Resolution in the name
of and on behalf of the Directors of this Corporation and without the necessity
of a meeting:
WHEREAS, this Board believes that it would be in the best interest of this
Corporation and its Stockholders to change the name of this Corporation from
Alabama Jitney Jungle Stores, Inc. to Interstate Jitney Jungle Stores, Inc.; and
WHEREAS, the Articles of Incorporation of this Corporation must be amended
to accomplish such name change;
THEREFORE, BE IT RESOLVED, that this Board hereby recommends a vote by the
Stockholders of this Corporation in favor of the following Resolution which will
be presented at the annual stockholders meeting on July 20, 1988:
"RESOLVED, that the Articles of Incorporation of this Company to be
amended to change the name thereof to Interstate Jitney Jungle
Stores, Inc.; that the proper officers of the Corporation are hereby
authorized to make, subscribe, acknowledge and execute and file or
cause to be filed, such certificate or certificates as may be
required under the laws of Alabama; and that the Board of Directors
do or cause to be done such other acts and things as in its
discretion may be necessary or advisable in connection with said
name change."
BE IT FURTHER RESOLVED, that in the event of Stockholder approval of the
Resolution set forth above and recommended by this Board of Directors, this
Board approves said amendment to the Articles of Incorporation and authorizes
all actions set forth in or authorized by the Resolution above.
The undersigned, constituting all of the Directors of Alabama Jitney
Jungle Stores, Inc., hereby execute this Unanimous
Consent To Action as of this 5th day of July, 1988.
/s/ W. H. Holman, Jr. /s/ Mrs. Charline G. Holman
- ---------------------- ----------------------------------
W. H. Holman, Jr. Mrs. Charline G. Holman
/s/ W. B. McCarty, Jr. /s/ C.H. Holman, Jr.
- ---------------------- ----------------------------------
W. B. McCarty, Jr. C.H. Holman, Jr.
/s/ Roger P. Friou /s/ Anthony J. Reape
- ---------------------- ----------------------------------
Roger P. Friou Anthony J. Reape
/s/ [Illegible] /s/ Mrs. Carolyn H. Kroeze
- ---------------------- ----------------------------------
[Illegible] Mrs. Carolyn H. Kroeze
/s/ Mrs. Stephen M. Edwards
- ---------------------------
Mrs. Stephen M. Edwards
[Illegible]
[Illegible]
STATE OF ALABAMA
I, Jim Bennett, Secretary of State of the State of Alabama, having custody of
the Great and Principal Seal of said State, do hereby certify that as appears on
file and of record in this office, the pages hereto attached, contain a true,
accurate and literal copy of the Articles of Amendment to the Articles of
Incorporation of Jitney Jungle Stores, Inc. changing the name to Alabama Jitney
Jungle Stores, Inc. as received and filed in the office of the Secretary of
State of Alabama on June 25, 1986, showing the date of amendment as June 18,
1986, the date said instrument was filed in the office of the Judge of Probate
of Montgomery County.
In Testimony Whereof, I have hereunto set my
hand and affixed the Great Seal of the
State, at the Capitol, in the City of
Montgomery, on this day.
[SEAL]
09/05/97
--------------------------------------------
Date
/s/ Jim Bennett
--------------------------------------------
Jim Bennett Secretary of State
(Stamp)
RECEIVED
June 25, 1996
SECRETARY
OF STATE
CERTIFICATION OF AMENDMENT
OF
JITNEY JUNGLE STORES, INC.
STATE OF ALABAMA )
MONTGOMERY COUNTY )
I, the undersigned Walter Hobbie, Jr., Judge of Probate of Montgomery
County, Alabama, hereby certify that the Amendment of JITNEY JUNGLE STORES, INC.
has been this day filed for record in the Probate Court of Montgomery County,
Alabama, and that the Certificate of Amendment is in compliance with the
provisions of Title 10-2A-114 of the Code of Alabama.
IN WITNESS WHERE, I, the said Walter Hobbie, Jr., as Judge of Probate of
Montgomery County, Alabama, hereunto set my name and affix my seal of said
probate on this 18th day of June, 1986.
/s/ Walter Hobbie, Jr.
-----------------------------
JUDGE OF PROBATE
MONTGOMERY COUNTY, ALABAMA
AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
JITNEY JUNGLE STORES, INC.
WHEREAS, on the 29th day of May, 1986, Jitney Jungle Stores, Inc. was
incorporated in Montgomery County, Alabama, in accordance with the laws of the
State of Alabama.
WHEREAS, said corporation was filed in the Office of the Judge of Probate
of Montgomery County, Alabama, in Corporation Book 144, at page 560.
WHEREAS, upon the date of incorporation the original Directors were as
follows:
1. W. H. Holman, Jr.
1306 Woodward Avenue
Muscle Shoals, Alabama 35660
2. W. B. McCarty, Jr.
1306 Woodward Avenue
Muscle Shoals, Alabama 35660
3. Anthony J. Reape
1306 Woodward Avenue
Muscle Shoals, Alabama 35660
4. Roger P. Friou
1306 Woodward Avenue
Muscle Shoals, Alabama 35660
WHEREAS, a meeting of the Board of Directors was held on June 4, 1986, at
which time the resolution to amend the Articles of Incorporation was
presented and was un[illegible].
NOW, it is hereby resolved, that the name of said corporation shall be
changed to Alabama Jitney Jungle Stores, Inc., in compliance with Title
10-2A-110 of the Code of Alabama.
WHEREAS, Charlotte D. Ingram has purchased 25,000 shares of Common Stock.
THEREFORE, Charlotte D. Ingram is the sole shareholder of the said
corporation.
IN WITNESS WHEREOF, this instrument has been executed on the 5th day of
June, 1986.
JITNEY JUNGLE STORES, INC.
(NOW KNOWN AS ALABAMA JITNEY
JUNGLE STORES, INC.)
/s/ [Illegible] BY: /s/ Charlotte D. Ingram
- ---------------------- ------------------------------
WITNESS ITS:
/s/ [Illegible]
- ----------------------
WITNESS
[Illegible]
STATE OF ALABAMA
I, Jim Bennett, Secretary of State of the State of Alabama, having custody of
the Great and Principal Seal of said State, do hereby certify that as appears on
file and of record in this office, the pages hereto attached, contain a true,
accurate and literal copy of the Articles of Incorporation of Jitney Jungle
Stores, Inc. as received and filed in the office of the Secretary of State of
Alabama on June 9, 1986, showing the date of incorporation as May 29, 1986, the
date said instrument was filed in the office of the Judge of Probate of
Montgomery County.
In Testimony Whereof, I have hereunto set my
hand and affixed the Great Seal of the
State, at the Capitol, in the City of
Montgomery, on this day.
[SEAL]
09/05/97
--------------------------------------------
Date
/s/ Jim Bennett
--------------------------------------------
Jim Bennett Secretary of State
STATE OF ALABAMA
[ILLEGIBLE], SECRETARY OF STATE, OF THE STATE OF ALABAMA, HAVING CUSTODY OF THE
GREAT AND PRINCIPAL SEAL OF SAID STATE, DO HEREBY CERTIFY THAT PURSUANT TO THE
PROVISIONS OF [ILLEGIBLE], CODE OF ALABAMA 1975, THE CORPORATE NAME
JITNEY JUNGLE STORES, INC.
[Illegible] as available based only upon an examination of the corporate records
[illegible] in that office for the exclusive use of JITNEY JUNGLE STORES,
INC. for a period of one hundred twenty days from this date. In the case
of a domestic corporation, the name of the county in which the corporation was
or is proposed to be incorporated is MONTGOMERY . I further certify that
as set out in the regulations for reservation of corporate name, the Secretary
of State's office does not assume any responsibility for the availability of the
corporate name [Illegible] nor for any duplication which might occur.
In Testimony Whereof, I have hereunto set my hand
and affixed the Great Seal of the State, at the
Capital, in the City of Montgomery on this day
MAY 29, 1986 - EXPIRES 9-27-86
/S/ [ILLEGIBLE]
----------------------------------
CERTIFICATION OF INCORPORATION
OF
JITNEY JUNGLE STORES, INC.
STATE OF ALABAMA )
MONTGOMERY COUNTY )
I, the undersigned Walter Hobbie, Jr., Judge of Probate of Montgomery
County, Alabama, hereby certify that the Certificate of Incorporation of
JITNEY JUNGLE STORES, INC.
has been this day filed for record in the Probate Court of Montgomery County,
Alabama, and that the Certificate of Incorporation has been recorded in
compliance of Title 10-2A-92 of the Code of Alabama, and that the incorporators
of said corporation, their successors and assigns, constitute a body corporate
under the name set forth in said Certificate, namely:
JITNEY JUNGLE STORES, INC.
IN WITNESS WHERE, I, the said Walter Hobbie, Jr., as Judge of Probate of
Montgomery County, Alabama, hereunto set my name and affix my seal of said
probate on this 29th day of May, 1986.
/s/ Walter Hobbie, Jr.
---------------------------
JUDGE OF PROBATE
MONTGOMERY COUNTY, ALABAMA
ARTICLES OF INCORPORATION
OF
JITNEY JUNGLE STORES, INC.
AN ALABAMA CORPORATION
The undersigned, in order to form a corporation under and pursuant to the
laws of the State of Alabama, hereby adopt the following Articles of
Incorporation:
NAME
FIRST: The name of the corporation is:
JITNEY JUNGLE STORES INC.
PERIOD OF DURATION
SECOND: The period for the duration of the corporation shall be perpetual.
PURPOSES
THIRD: (a) The purpose or purposes for which the corporation is organized
is the transaction of any and all lawful business for which corporations may be
organized under the Alabama Business Corporation Act including, but not limited
to: the manufacture, sale and distribution of wood products; including but not
limited to the manufacture, sale and distribution of skids, pallets, crates and
other wood products;
(b) In furtherance but not in limitation of the aforesaid purpose of this
corporation and without limitation of the [Illegible] by statute or general
rules of law, this
corporation shall have the following powers in addition to others now or
hereafter conferred by law;
(1) To operate a Retail and/or whole Grocery operation for the sale and
purchase of food and non food items.
(2) To purchase, lease, or otherwise lawfully acquire and hold all
materials, fixtures, machinery, office supplies, furniture and equipment, and
other apparatus, of whatever nature, if the same shall be necessary or
incident to the business, aforesaid;
(3) To engage in the general warehousing and storage business both with
respect to products, supplies, and materials made or used in said business
and including also the warehousing or storage of any other lawful articles or
commodities;
(4) To purchase, acquire, hold, improve, sell, convey, assign, release,
mortgage, encumber, lease, hire and deal in real and personel property of
every kind and nature, including stocks and securities of other corporations
and to lend money and take securities for the payment of all sums due the
corporation and to sell, assign, and/or release such securities;
(5) To improve and operate, and to sell, convey, assign, mortgage or
lease any real estate and any personal property;
(6) To acquire the goodwill, rights and property, and to undertake the
whole or any part of the assets and liabilities of any person, firm,
association or corporation; to pay for the same in cash, the stock of
this corporation, bonds or otherwise; to hold or in any manner to dispose of
the whole or any part of the property so purchased; to conduct in any lawful
manner the [illegible] or any part of the property so purchased: to conduct
in any lawful manner the whole or any part of any business so acquired and to
exercise all the powers ncecessary or convenient is [illegible] about the
conduct and management of such business;
(7) To guarantee, purchase or otherwise acquire, hold, sell, assign
transfer, mortgage, pledge or otherwise dispose of shares of the capital
stock, bonds or other evidences of indebtedness created by other
corporations, and privileges of ownership, including the right to vote
thereon, to the [ILLEGIBLE] a natural person might or could do;
(8) To borrow money for any of the purposes of [ILLEGIBLE]
hold with same rights ownership therein as may be permitted natural persons, the
shares, bonds and obligations of the corporation;
(10) To protect the business of the corporation or any part thereof by
trademarks, tradenames, or distinguishing name or title, and to acquire or to
take over the trademarks, tradenames, process formulae, patent rights,
inventions, and apparatus useful and convenient in the conduct of the said
business of the corporation;
(11) To have one or more offices and to conduct any or all of its
operations and business and to promote its objects within or without the State
of Alabama, without restrictions as to place or amount;
(12) To establish lines of credit with banking houses or elsewhere, for
the purposes hereinbefore enumerated and set forth and to incur indebtedness,
and to raise, borrow and secure the payment of money in any lawful manner,
including the issue and sale or other disposition of, bonds, warrants,
debentures, obligations, negotiable and transferable instruments, and evidences
of indebtedness of any kind whether secured by mortgage, pledge, deed of trust,
or otherwise, for the purpose of adding additional capital, or for any other
purposes in or about its business or affairs without limit as to amount except
or provided by statute, this to be done on such terms and conditions and by such
officers as said banking house or houses may require;
(13) The foregoing clauses may be construed as objects and powers and it
is hereby expressly provided that the foregoing enumerations of specific powers
shall not be held to limit or restrict in any manner the powers of the
corporation. In addition to the objects aforesaid, the corporation shall have
the power to conduct and carry on any business or activity not prohibited by
law, nor required by law to be specifically stated in these Articles; and
(14) To do any and all things herein set forth and in addition, such other
acts and things as are necessary or convenient to attainment of the purpose of
this corporation, or any of them, to the same extent as natural persons might or
could do in any part of the world, insofar as such acts are permitted to be done
by a corporation organized under the General Corporation Acts of the State of
Alabama.
DISTRIBUTIONS FROM CAPITAL SURPLUS
FOURTH: In the event that the need exists or arises the Board of Directors
may allow distributions of cash or property to be paid out of capital surplus.
Said distributions, if any,
shall be made in accordance with ss. 10-2A-68, Code of Alabama (1975).
AUTHORIZED SHARES
FIFTH: The aggregate number of shares of stock which the corporation shall
have the authority to issue shall be One hundred thousand (100,000) shares of
common stock of the par value of One and No/100 ($1.00) per share.
REGISTERED OFFICE/INITIAL REGISTERED AGENT
SIXTH: The location and mailing address of the corporation's registered
office, and the name of its initial registered agent at such address are:
NAME OF INITIAL LOCATION AND MAILING
REGISTERED AGENT ADDRESS OF REGISTERED OFFICE
Randolph B. Moore, III 410 South Perry Street
Montgomery, Alabama 36102
INITIAL BOARD OF DIRECTORS
SEVENTH: The initial board of directors call consist of four (4) persons.
The names and address of the persons who shall serve as directors until the
first annual meeting of shareholders of the corporation or until the successor
or successors to such directors or directors are elected and qualified:
NAME ADDRESS
- ---- -------
W. G. HOLMAN, JR. 1306 Woodward Avenue
Muscle Shoals, Alabama 35660
W. B. McCarty, Jr. 1306 Woodward Avenue
Muscle Shoals, Alabama 35660
Anthony J. Reape 1306 Woodward Avenue
Muscle Shoals, Alabama 35660
Roger P. Friou 1306 Woodward Avenue
Muscle Shoals, Alabama 35660
INCORPORATORS
EIGHTH: The names and addresses of each incorporator is
NAME ADDRESS
- ---- -------
Charlotte Ingram 410 SOUTH PERRY STREET
MONTGOMERY, ALABAMA 36102
EXECUTED on this the 29 day of May, 1984.
/s/ Charlotte Ingram
---------------------------
CHARLOTTE INGRAM
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[Illegible]