Exhibit 3.35
No. 00282244
STATE OF MISSOURI
ROY D. BLUNT, Secretary of State
CORPORATION
DIVISION
Certificate of Incorporation
WHEREAS, duplicate originals of Articles of Incorporation of
FORTY-FIFTEEN PAPIN REDEVELOPMENT
CORPORATION
have been received and filed in the office of the Secretary of State, which
Articles, in all respects, comply with the requirements of The Urban
Redevelopment Corporation Law:
NOW, THEREFORE, I, ROY D. BLUNT. Secretary of State of the State of Missouri, by
virtue of the authority vested in me by law, do hereby certify and declare
FORTY-FIFTEEN PAPIN REDEVELOPMENT
CORPORATION
a body corporate, duly organized this day and that it is entitled to all rights
and privileges granted corporations organized under The Urban Redevelopment
Corporation Law; that the address of its initial Registered Office in Missouri
is One Mercantile Center, Suite 3400, St. Louis, 63101, that its period of
existence is Ninety-Nine years; and that the amount of its Authorized Shares is
30,000 shares of Common @ $1.00 par value.
IN TESTIMONY WHEREOF, I hereunto set my hand and
affix the GREAT SEAL of the State of Missouri.
Done at the City of Jefferson, this 7th day of
November, 1985
/s/ Roy D. Blunt
--------------------------------
Secretary of State
RECEIVED OF: FORTY-FIFTEEN PAPIN REDEVELOPMENT CORPORATION
Fifty-three and no/100 -----------------------------Dollars. $ 53.00
For Credit of General Revenue Fund, on Account of Incorporation Tax and Fee.
ARTICLES OF ASSOCIATION
OF
FORTY-FIFTEEN PAPIN REDEVELOPMENT CORPORATION
The undersigned, being a natural person of the age of eighteen
(18) years or more, for the purpose of organizing a corporation under The Urban
Redevelopment Corporations Law of Missouri, does hereby adopt the following
Articles of Association:
ARTICLE I
The name of the Corporation is Forty-Fifteen Papin Redevelopment
Corporation (hereinafter, "Corporation").
ARTICLE II
The city in which its principal business office is to be located
is the City of St. Louis. The address, including street and number, if any, of
its initial registered office in the State of Missouri is One Mercantile Center,
Suite 3400, St. Louis, Missouri 63101, and the name of its initial registered
agent at such address is Vicki M. Barnell.
ARTICLE III
The aggregate number, class and par value of shares which the
Corporation shall have authority to issue shall be Thirty Thousand (30,000)
shares of common stock having a par value of One Dollar ($1.00) per share.
FILED AND CERTIFICATE OF
INCORPORATION
ISSUED
NOV 07, 1985
Roy D. Blunt
Corporation Dept., Secretary of State
ARTICLE IV
No shareholder of the corporation shall have any preemptive or
preferential right of subscription to or purchase of any shares of any class of
the Corporation, whether now or hereafter authorized, or to any securities or
obligations including, but without limitation to, those obligations convertible
into any class of stock issued by the Corporation, and whether issued or sold
for cash, property, services or otherwise. The acceptance of shares in the
Corporation shall constitute a waiver of any such preemptive or preferential
right that in the absence of this provision might otherwise be asserted by
shareholders of the Corporation..
ARTICLE V
The name and post office address of the subscriber to the
Articles of Association is Vicki M. Barnell, c/o Thompson & Mitchell, One
Mercantile Center, Suite 3400, St. Louis, Missouri 63101.
ARTICLE VI
The number of Directors to constitute the Board of Directors of
the Corporation shall be three (3).
ARTICLE VII
The names and post office addresses of the directors of the
Corporation for the first year are:
Name Post Office Address
---- -------------------
Paul Mendelson 3 Spoede Woods
St. Louis, Missouri 63141
2
Michael J. Barnell 808 S. Brentwood - 2A
St. Louis, Missouri 63105
Vicki M. Barnell 808 S. Brentwood - 2A
St. Louis, Missouri 63105
ARTICLE VIII
The duration of the Corporation is ninety-nine (99) years.
ARTICLE IX
The Corporation isformed for the following purposes:
to acquire, construct, maintain, and operate a redevelopment project or
redevelopment projects in accordance with the provisions of The Urban
Redevelopment Corporations Law of Missouri, Chapter 353 of the Missouri Revised
Statutes-as amended; to clear, replan, reconstruct or rehabilitate blighted
areas, and to construct such industrial, commercial, residential or public
structures as may be appropriate, including provisions for recreational or
other facilities incidental or appurtenant thereto; and, in general, to have
and exercise all legal powers and purposes in accordance with The Urban
Redevelopment Corporations Law of the State of Missouri.
ARTICLE X
In the event that income debenture certificates are issued by
the Corporation, the owners thereof shall have the same right to vote as they
would have if possessed of certificates of stock of the amount and par value
of the income debenture certificates held by them. Such income debentures may
be retired by the Corporation as and when there shall be funds
3
available in the treasury of the Corporation from the receipt of amortization
or sinkingfunds in installments for that purpose. Interest shall not be paid by
the Corporation upon such income debenture certificates in excess of nine
percent per annual provided, however, that this limitation shall not apply to
other debt of the Corporation.
ARTICLE XI
The Corporation has been organized to serve a public purpose;
all real estate acquired by it and all structures erected by it are to be
acquired for the purpose of promoting the public health, safety and welfare,
and the stockholders of the Corporation shall, when they subscribe to and
receive the stock thereof, agree that the net earnings of the Corporation shall
be limited to an amount not, to exceed eight percent per annum of the cost to
the Corporation of the redevelopment project including the cost of the land, or
the balances of such cost as reduced by amortization payments; provided that
the net earnings derived from any redevelopment project shall in no event
exceed a sum equal to eight percent per annum upon the entire cost thereof.
Such net earnings shall be computed after deducting from gross earnings the
following:
(a) All costs and expenses of maintenance and operation;
(b) Amounts paid for taxes, assessments, insurance
premiums and other similar charges;
4
(c) An annual amount sufficient to amortize the cost of the
entire project at the end of the period, which shall be not more than sixty
years from the date of completion of the project.
A redevelopment plan of the Corporation may contain provisions
satisfactory to the legislative authority authorizing such plan that any
surplus earnings, in excess of the rate of net earnings provided herein may be
held by the Corporation as a reserve for maintenance of such rate of return in
the future and may be used by the Corporation to offset any deficiency in such
rate of return which may have occurred in prior years; or may be used to
accelerate the amortization payments; or for the enlargement of the project; or
for reduction in rentals therein; provided that any excess of such surplus
earnings remaining at the termination of the tax relief granted pursuant to
Section 353.110 of the Missouri Revised Statutes shall be turned over by the
Corporation to the city in which the redevelopment project is located.
Redevelopment corporations are recognized for the purpose of
the clearance, replanning, reconstruction or rehabilitation of blighted areas,
and the construction of such industrial, commercial, residential or public
structures as may be appropriate, including provisions for recreational and
other facilities incidental or appurtenant thereto.
5
ARTICLE XII
The power to make, alter, amend or repeal the By-Laws of the
Corporation shall be vested in the Board of Directors. The Board of Directors
shall have and exercise such further powers as are provided it under present or
future laws of the State of Missouri.
ARTICLE XIII
This Corporation shall, to the full extent permitted by law,
indemnify all persons or classes of persons whom it may indemnify pursuant
thereto.
IN TESTIMONY WHEREOF, I have hereunto set my hand to these
Articles of Association this 7th day, of November, 1985.
/s/ Vicky M. Barnell
----------------------------
Vicki M. Barnell, Subscriber
STATE OF MISSOURI )
) SS
CITY OF ST. LOUIS )
I, Doris Jung, a notary public, do hereby certify that on the
7th day of November, 1985, personally appeared before me Vicki M. Barnell, who,
being by me first duly sworn, declared that she is the person who signed the
foregoing document as subscriber, and that the statements and matters set forth
therein are true.
(SEAL)
/s/ Doris Jung
------------------------------------
Notary Public
FILED, AND CERTIFICATE OF
INCORPORATION
ISSUED
NOV 07 1985
Roy D. Blunt
Corporation Dept. Secretary of State
STATE OF MISSOURI
ROY D. BLUNT. Secretary of State
CORPORATION DIVISION
Statement of Change of Registered Agent or
Registered Office by Foreign or Domestic Corporations
FEE CHANGE $5.00 INSTRUCTIONS
There is a $3.00 fee for filing this statement. It must be filed in
DUPLICATE.
The statement should be sealed with the corporate seal. If it does not
have a seal, it-rite "no seal" where the seal would otherwise appear.
The registered office may be, but need not be. the same as the place of
business of the corporation, but the registered office a nd the business
address of the agent must be the same. The corporation cannot act as its own
registered agent.
Any subsequent change in the registered office or agent must be
immediately reported to the Secretary of State. These forms are available
upon request from the Office of the Secretary of State.
To: SECRETARY OF STATE
P.O. Box 778 Charter No. 00282244
Jefferson City, Missouri 65102
The undersigned corporation, organized under the laws of the State of
Missouri for the purpose of changing its Registered Agent/ Resident office,
or both. in Missouri as provided by the provisions of "The General and
Business Corporation Act of Missouri," represents that:
1. The name of the corporation is Forty-Fifteen Papin Redevelopment
Corporation
2. The name of its PRESENT registered agent (before change) is Vicki M.
Barnell
3. The name of the new registered agent is Michael J. Barnell
4. The address. including street number, if any. of its PRESENT registered
office (before change) is one mercantile Center, Suite 3400, St. Louis,
Missouri 63101
5. Its registered office (including street number, if any change is to be
made) is hereby CHANGED TO 4015 Papin Street, St. Louis, Missouri 63110
6. The address of its registered office and the address of the business
office of its registered agent as changed will be identical.
Corp. 58 (1-851) (Over)
7. Such change was authorized by resolution duly adopted by the board of
directors.
IN WITNESS WHEREOF, the undersigned corporation has caused this report to be
executed in its name by its PRESIDENT or VICE-PRESIDENT, attested by its
SECRETARY or ASSISTANT SECRETARY this 21 day of May, 1998.
FORTY-FIFTEEN PAPIN
REDEVELOPMENT CORPORATION
Name of Corporation
(Corporate Seal) By /s/ Paul Mendelson
-------------------------------------
President
If no seal. state "none". Paul Mendelson
Attest: /s/ Michael J. Barnell
---------------------------------
Secretary
Michael J. Barnell FILED MAY 26, 1987
Roy D. Blunt
SECRETARY OF STATE
State of MISSOURI )
County of St. Louis. ) SS
I, Douglas Short, a Notary Public, do hereby certify that on the 21st day of
May1987, personally appeared before me Paul Mendelson, who declares he is
President of the corporation, executing the foregoing document, and being first
duly sworn, acknowledged that he signed the foregoing document in the capacity
therein set forth and declared that the statements therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
/s/Douglas E. short
----------------------
(Notarial Seal) Notary Public
My Commission expires
on January 29, 1999