Exhibit 3.39
State of Florida
Department of State
I certify the attached is a true and correct copy of Articles of Organization
of GLOBAL MAILBOX EXPRESS, LLC, a limited liability company, organized under
the laws of the State of Florida, filed on September 9, 1996, as shown by the
records of this office.
The document number of this company is L96000000950.
Given under my hand and the
Great Seal of the State of Florida
at Tallahassee, the Capitol, this the
Ninth day of June, 1998
Sandra B. Mortham
Secretary of State
ARTICLES OF ORGANIZATION
OF
GLOBAL MAILBOX EXPRESS. LLC
The undersigned. for the purpose of forming a limited liability
company under the Florida Limited Liability Company Act. F.S. Chapter 609.
hereby make, acknowledge, and file the following Articles of Organization.
ARTICLE I NAME
The name of the limited liability company shall be Global MailBox
Express. LLC ("Company").
ARTICLE II -- ADDRESS
The mailing address and street address of the principal office of the
Company shall be 4455 N.W. 73rd Avenue. Miami. Florida, 33166-6400.
AR77CLE ITT - DURATION
The company shall commence its existence on the date these articles of
organization are filed by the Florida Department of State. The Company's
existence shall terminate not later than August 23, 2196, unless the company
is earlier dissolved as provided for in these articles of organization.
ARTICLE IV - REGISTERED OFFICE AND AGENT
The name! and street address of the registered agent of the Company in
the State of Florida is CT Corporation. 1200 S. Pine Island Rd., Plantation.
Florida 33324.
ARTICLE V - CAPITAL CONTRIBUTIONS
The members of the Company shall contribute to the capital of the
Company the cash or property set forth in Exhibit "A".
ARTICLE VI - ADDITIONAL CAPITAL CONTRIBUTIONS
The Members shall contribute additional capital to the Company in such
amounts and at such times as Members holding Majority Interests shall determine
that additional capital is required. All such capital calls shall be reasonable
and reasonably related to the needs of the Company. The Members shall
contribute such additional capital in proportion to their respective Percentage
Interests.
Page 1 of 4
ARTICLE VII - ADMISSION OF NEW MEMBERS
No additional members shall he admitted to the Company except with the
unanimous written consent of all the members of the Company and on such terms
and conditions as shall be determined by all the members. A member may transfer
its interest in the Company as set forth in the regulations of the Company, but
the transferee shall have no right to participate in the management of the
business and affairs of the Company or become a member unless all the other
members of the Company other than the member proposing to dispose of its
interest approve of the proposed transfer by unanimous written consent.
ARTICLE VIII - TERMINATION OF EXISTENCE
The Company shall be dissolved on the bankruptcy or dissolution of a
member or on the occurrence of any other event that terminates the continued
membership of a member in the Company, unless the business of the Company is
continued by the consent of all the remaining members, provided there are at
least two remaining members.
ARTICLE IX - MANAGEMENT
The Company shall be managed by the members in accordance with
regulations adopted by the members for the management of the business and
affairs of the Company. These regulations may contain any provision for the
regulation and management of the affairs of the Company not inconsistent with
law or these articles of organization. The names and address of the meff6ers of
the Company are:
NAME ADDRESS
Mail Boxes Etc. USA. Inc. 6060 Cornerstone Court West
San Diego. CA 92121
Attention: Anthony W. DeSio
SkyBox Services Corporation 4405 N W. 73rd Avenue
Miami. Florida 33166-6400
Attention: Albert P. Hernandez
IN WITNESS WHEREOF. the undersigned organizers haw made and subscribed
these articles of organization at Miami. Florida. on this 23rd day of August,
1996.
Page 2 of 4
SKYBOX SERVICES
CORPORATION
By: /s/ Albert Hernandez
-------------------------------
Albert Hernandez,
President
IN WITNESS WHEREOF, the undersigned organizers have made and
subscribed these articles of organization at San Diego, California, on
this day of August, 1996.
MAIL BOXES ETC. USA, INC.
By: /s/ A.W. DeSio
------------------------------
A.W. ("Tony") DeSio,
President and Chief Executive Officer
AFFIDAVIT OF MEMBERSHIP AND CONTRIBUTIONS
The undersigned member or authorized representative of a member of Global
MailBox Express LLC. deposes and says:
1. The above named limited liability company has at least two
members.
2. The total amount of cash contributed by the members is
S400.000.00.
3. The value of property other than cash contributed by
members is of an indeterminate value, will not be counted
as capital contributions and will not affect equity
ownership, distribution of profits. or voting rights of the
Members. A description of the property is attached and made
a part hereto,
4. The total amount of cash or property anticipated to be
contributed by members is S400.000.00. This total includes
amounts from 2 and 3 above.
THE AFFIANT SAYS NOTHING FURTHER
Dated: August 29, 1996
SKYBOX SERVICES CORPORATION
By: /s/ Albert Hernandez
----------------------------------
Albert Hernandez, President
Page 3 of 4
ACCEPTANCE OF REGISTERED AGENT
The undersigned. being the person named in the articles of
organization of Global MailBox Express, LLC as the registered agent of this
limited liability company, hereby consents to accept service of process for
the above stated company at the place designated in the articles of
organization, and accepts the appointment as registered agent and agrees to
act in this capacity. The undersigned further agrees to comply with the
provisions of all statutes relating to the proper and complete performance of
his or her duties, and is familiar with and accepts the obligations of the
position of registered agent.
CT CORPORATION
By: /s/ Tanya M. Villar
------------------------------
1200 S. Pine 131 Road
Plantation. Florida 33324
(800)89&9207
TANYA M. VILLAM
Special Assistant Secretary
Page 4 of 4
Exhibit -A-
CAPITAL CONTRIBUTIONS TO GLOBAL MAIL BOX EXPRESS, LLC
Members Capital Contributions Member's Percentage Interest
------- --------------------- ----------------------------
Mail Boxes Etc. USA. Inc. $ 204,000.00 51%
6060 Cornerstone Court West
San Diego, California 92121
SkyBox Services Corporation $ 196,000.00 49%
4405 N.W. 73rd Avenue
Miami, Florida 33166-6400
Additional Non-Capital Contributions to Global Mail Box Express, LLC
In addition to the cash contributed to the initial capitalization of the
Company, the Members also contribute the following assets to the Company:
SkyBox Services Corporation
a) Software and source codes currently being used by SkyBox Services
Corporation for international mail and package forwarding;1
b) Operating systems and procedures for international mail and package
forwarding;
c) Potential tie-ins with existing SkyBox corporate marketing promotions such
as American Express, various banks, catalog companies, etc.;
d) Shared use of the existing Skybox hub in Miami. Florida; and
e) Shared use of SkyNet hubs in Miami, New York and Los Angeles on a temporary
basis, as Needed, when the Company expands into those markets.
Mail Boxes Etc. USA- Inc,
- --------
1 Any changes or enhancements to such software and any additional software
needed will be paid for and owned by Company. Any upgraddes to SkyBox or SkyNet
softweare will be provided to Company at no additional cost.
a) MBE will promote the Company's services to its Master Licensees, Arez-
Franchisees, and individual Franchise Owners worldwide by, among other
things, designating Company as its preferred provider of international mail
and package forwarding services; and
b) The goodwill associated with access the MBE Network
The Members agree that these additional non-capital contributions are or
indeterminate value will not be counted as capital contributions and will not
affect equity ownership, distribution or profits, or voting rights of the
Members In addition. all tangible assets. above. brought to the Company will
remain property of the Company upon withdrawal or termination of membership of
any Member.
Any expenses incurred by the Members prior to the formation of the Company are
the responsibility of the Members incurring such expenses and will not be
reimbursed by any other Member or the Company-. nor will such incurred expenses
affect ownership interest. distribution of profits. or voting rights in the
Company