Exhibit 3.61
ARTICLES OF AMENDMENT AND RESTATEMENT TO THE CHARTER
CORPORATE CONTROL NUMBER (IF KNOWN): 98141200
PURSUANT TO THE PROVISIONS OF SECTION 48-20-106 OF THE TENNESSEE BUSINESS
CORPORATION ACT, THE UNDERSIGNED CORPORATION ADOPTS THE FOLLOWING ARTICLES OF
AMENDMENT AND RESTATEMENT TO THE ITS CHARTER:
PLEASE MARK THE BLOCK THAT APPLIES:
/ / AMENDMENT IS TO BE EFFECTIVE WHEN FILED BY THE SECRETARY OF STATE.
/ X / AMENDMENT IS TO BE EFFECTIVE ON OCTOBER 1, 1998.
(NOT TO BE LATER THAN THE 90TH DAY AFTER THE DATE THIS DOCUMENT IS FILED.) IF
NEITHER BLOCK IS CHECKED, THE AMENDMENT WILL BE EFFECTIVE AT THE TIME OF FILING.
1. PLEASE INSERT THE NAME OF THE CORPORATION AS IT APPEARS ON
RECORD: MILLS MORRIS BUSINESS PRODUCTS, INC.
IF CHANGING THE NAME, INSERT NEW NAME BELOW:
US OFFICE PRODUCTS, MID-SOUTH DISTRICT, INC.
2. PLEASE INSERT ANY CHANGES THAT APPLY:
A. PRINCIPAL ADDRESS: N/A
B. REGISTERED AGENT: N/A
C. REGISTERED ADDRESS: N/A
D. OTHER CHANGES: SEE EXHIBIT A ATTACHED HERETO AND
MADE A PART HEREOF
3. THE CORPORATION IS FOR PROFIT.
4. THE MANNER (IF NOT SET IN THE AMENDMENT) FOR IMPLEMENTATION OF ANY
EXCHANGE, RECLASSIFICATION, OR CANCELLATION OF ISSUED SHARES IS AS
FOLLOWS:
UPON THE EFFECTIVENESS OF THIS AMENDMENT, THE 10 SHARES OF COMMON
STOCK, NO PAR VALUE (THE "OLD STOCK") OF THE CORPORATION THAT ARE
ISSUED AND OUTSTANDING SHALL BE
CONVERTED INTO 1,000 ISSUED SHARES OF COMMON STOCK, NO PAR VALUE, OF
THE CORPORATION (THE "NEW STOCK") ON THE BASIS OF 100 SHARES OF NEW
STOCK FOR EACH SHARE OF OLD STOCK.
UPON THE EFFECTIVENESS OF THIS AMENDMENT, HOLDERS OF THE ISSUED SHARES
OF THE OLD STOCK, UPON SURRENDERING CERTIFICATES EVIDENCING THE ISSUED
SHARES OF OLD STOCK FOR CANCELLATION, SHALL BE ENTITLED TO RECEIVE
CERTIFICATES FOR SHARES OF THE NEW STOCK ON THE BASIS SET FORTH ABOVE.
5. THIS AMENDMENT WAS ADOPTED ON SEPTEMBER 25, 1998.
(NOTE: PLEASE MARK THE BLOCK THAT APPLIES)
/ / THE INCORPORATERS.
/ / THE BOARD OF DIRECTORS WITHOUT SHAREHOLDER APPROVAL, AS SUCH WAS NOT
REQUIRED.
/ X / THE SHAREHOLDERS.
Vice President /s/ Mark D. Director
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Signer's Capacity Signature
Mark D. Director
---------------------------------
Name of Signer (Typed or Printed)
EXHIBIT A
The Articles of Incorporation are amended and restated in their
entirety as follows:
FIRST: The name of the corporation is US OFFICE PRODUCTS, MID-SOUTH
DISTRICT, INC.
SECOND: The number of shares of stock the corporation is authorized to
issue is 1,000 shares of common stock, without par value.
THIRD: The complete address of the corporation's registered office in
Tennessee is 530 Gay Street, Knoxville, TN 37902, and the registered
agent is CT Corporation System.
FOURTH: The corporation is for profit.
FIFTH: The existence of the corporation shall be perpetual.
SIXTH: The purpose for which the corporation is organized is to engage
in any lawful act for which a corporation shall be organized under the
General Corporation Act of the State of Tennessee. This corporation
may, either as principal or agent, and either alone or in conjunction
with other corporations, firms, or individuals, do all and everything
necessary, suitable, convenient or proper, for and in connection with
or incident to the accomplishment of its purposes, or designed directly
or indirectly to promote the interests of this corporation or enhance
the value of its properties; and in general to do any and all things or
exercise any and all powers, rights and privileges which a corporation
may now or hereafter be organized to do or exercise, under the General
Corporation Act of Tennessee, or under any act amendatory thereof,
supplemental thereto, or substituted therefor.