Exhibit 3.3
MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
Date Received (FOR BUREAU USE ONLY)
Name
Colleen Johnson
Address
1025 Thomas Jefferson St., NW, Ste. 600 East
city State Zip Code
Washington DC 20007 EFFECTIVE DATE:
Document will be returned to the name and address you enter above.
RESTATED ARTICLES OF INCORPORATION
For use by Domestic Profit Corporations
(Please read information and instructions on last page)
Pursuant to the provisions of Act 284. Public Acts of 1972, the undersigned
corporation executes the following Articles:
1. The present name of the corporation is:
ACTION WHOLESALE SERVICE, INC.
2. The identification number assigned by the Bureau is: 192194
3. All former names of the corporation are:
None
4. The date of filing the original Articles of incorporation was:
March 18, 1971
The following Restated Articles of Incorporation supersede the
Articles of Incorporation as amended and shall be the Articles of
Incorporation for the corporation:
ARTICLE I
The name of the corporation is: ACTION WHOLESALE SERVICE, INC.
ARTICLE II
The purpose or purposes for which the corporation is formed are:
To engage in any activity within the purposes for which corporations may be
formed under the Business Corporation Act of Michigan.
ARTICLE III
The total authorized shares:
Common shares 1, 000 shares, without par value Preferred shares
A statement of all or any of the relative rights, preferences and limitations
of the shares of each class is as follows:
None
ARTICLE IV
1. The address of the current registered office is:
30600 Telegraph Road Bingham Farms Michigan 48025
(Street Address) (City) (ZIP Code)
2. The mailing address of the current registered office if different than
above:
(Street Address or P.O. Box) (City) , Michigan (ZIP Code)
3. The name of the current resident agent is: The Corporation Company
ARTICLE VI (Optional. Delete if not applicable.)
Any action required or permitted by the Act to be taken at an annual or
special meeting of shareholders may be taken without a meeting, without prior
notice, and without a vote, if consents in writing, setting forth the action
so taken, are signed by the holders of outstanding shares having not less
than the minimum number of votes that would be necessary to authorize or take
the action at a meeting at which all shares entitled to vote on the action
were present and voted. The written consents shall bear the date of signature
of each shareholder who signs the consent. No written consents shall be
effective to take the corporate action referred to unless, within 60 days
after the record date for determining shareholders entitled to express
consent to or to dissent from a proposal without a meeting, written consents
dated not more than 10 days before the record date and signed by a sufficient
number of shareholders to take the action are delivered to the corporation.
Delivery shall be to the corporation's registered office, its principal place
of business, or an officer or agent of the corporation having custody of the
minutes of the proceedings of its shareholders. Delivery made to a
corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to shareholders who would have
been entitled to notice of the shareholder meeting if the action had been
taken at a meeting and who have not consented in writing.
ARTICLE V111 (Additional provisions, if any, may be inserted here; attach
additional pages if needed.)
5. COMPLETE SECTION (a) IF THE RESTATED ARTICLES WERE ADOPTED BY THE UNANIMOUS
CONSENT OF THE INCORPORATOR(S) BEFORE THE FIRST MEETING OF THE BOARD OF
DIRECTORS; OTHERWISE, COMPLETE SECTION (b). DO NOT COMPLETE BOTH.
a. These Restated Articles of Incorporation were duly adopted on the -day
of , 19 , in accordance with the provisions of Section 642 of the
Act by the unanimous consent of the incorporator(s) before the
first meeting of the Board of Directors.
Signed this day of , 19
(Signatures of Incorporators; Type or Print Name Under Each Signature)
b. /x/ These Restated Articles of Incorporation were duly adopted on the 25th
day of September, 1998 in accordance with the provisions of Section 642
of the Act and: (check one of the following)
/ / were duly adopted by the Board of Directors without a vote of
the shareholders. These Restated Articles of Incorporation
only restate and integrate and do not further amend the
provisions of the Articles of Incorporation as heretofore
amended and there is no material discrepancy between those
provisions and the provisions of these Restated Articles.
/ / were duly adopted by the shareholders. The necessary number of
shares as required by statute were voted in favor of these
Restated Articles.
/ / were duly adopted by the written consent of the shareholders
having not less than the minimum number of votes required by
statute in accordance with Section 407(l) of the Act. Written
notice to shareholders who have not consented in writing has
been given. (Note: Written consent by less than all of the
shareholders is permitted only if such provision appears in
the Articles of Incorporation.)
/x/ were duly adopted by the written consent of all the
shareholders entitled to vote in accordance with section
407(2) of the Act.
Signed this 25th day of September, 1998
/s/ Mark D. Director
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(Signature of. President, Vice-President, Chairperson or Vice-Chairperson)
Mark D. Director Vice-President
(Type or Print Name) (Type or Print Title)
Name of person or organization Preparer's name and business
remitting fees: telephone number:
US Office Products Company Colleen Johnson
(202 )339-6708
INFORMATION AND INSTRUCTIONS
1. The articles of incorporation cannot be restated until this form, or a
comparable document, is submitted.
2. Submit one original of this document. Upon filing, the document will be
added to the records of the Corporation, Securities and Land Development
Bureau. The original will be returned to the address appearing in the box
on the front as evidence of filing.
Since this document will be maintained on optical disk media, it is
important that the filing be legible. Documents with poor black and white
contrast, or otherwise illegible, will be rejected.
3. This document is to be used pursuant to sections 641 through 643 of the Act
for the purpose of restating the articles of incorporation of a domestic
profit corporation. Restated articles of incorporation are an integration
into a single instrument of the current provisions of the corporation's
articles of incorporation, along with any desired amendments to those
articles.
4. Restated articles of incorporation which do not amend the articles of
incorporation may be adopted by the board of directors without a vote of
the shareholders. Restated articles of incorporation which amend the
articles of incorporation require adoption by the shareholders. Restated
articles of incorporation submitted before the first meeting of the board
of directors require adoption by all of the incorporators.
5. Item 2 - Enter the identification number previously assigned by the Bureau.
If this number is unknown, leave it blank.
6. The duration of the corporation should be stated in the restated articles
of incorporation only if it is not perpetual.
7. This document is effective on the date endorsed "filed" by the Bureau. A
later effective date, no more than 90 days after the date of delivery, may
be stated as an additional article.
8. If the restated articles are adopted before the first meeting of the board
of directors, item 5(a) must be completed and signed in ink by a majority
of the incorporators. Other restated articles must be signed by the
president, vice-president, chairperson or vice-chairperson of the
corporation.
9. FEES: Make remittance payable to the State of Michigan. Include corporation
name and identification number on check or money order.
NONREFUNDABLE FEE .......................................................................................$10.00
TOTAL MINIMUM FEE .......................................................................................$10.00
ADDITIONAL FEES DUE FOR INCREASED AUTHORIZED SHARES ARE:
each additional 20,000 authorized shares or portion thereof .............................................$30.00
maximum fee per filing for first 10,000 authorized shares
$5,000.00
each additional 20,000 authorized shares or portion thereof in excess of 10,000,000 shared ........ $30.00
maximum fee per filing for authorized shares in excess of 10,000,000 shares ...................$200,000.00
10. Mail form and fee to: The office is located at:
Michigan Department of Consumer and Industry Services 6546 Mercantile Way
Corporation, Securities and Land Development Bureau Lansing, MI 48910
Corporation Division (517) 334-6302
P.O. Box 30054
Lansing, MI 48909-7554