Exhibit 3.7
State of Missouri
Rebecca McDowell Cook, Secretary of State
P.O. Box 778, Jefferson City, Mo. 65102
Corporation Division
Amendment of Articles of Incorporation
(To be submitted in duplicate)
Pursuant to the provisions of The General and Business Corporation Law of
Missouri, the undersigned Corporation certifies the following:
1. The present name of the Corporation is American Loose Leaf/Business
Products, Inc.
The name under which it was originally organized was American Loose Leaf
Binder Co.
2. An amendment to the Corporation's Articles of Incorporation was adopted by
the shareholders on September 25, 1998
3. The Articles of Incorporation are amended as set forth below:
See attached "Amended in Their Entirety Articles of Incorporation"
Corp.#44 (12-94) (If more than one article is to be amended or more space is
needed attach fly sheet.)
4. Of the 100 shares outstanding, 100 of such shares were entitled to vote on
such amendment. The number of outstanding shares of any class entitled to
vote thereon as a class were as follows:
Class Number of Outstanding Shares
Common Stock 100
5. The number of shares voted for and against the amendment was as follows:
Class No. Voted For No. Voted Against
Common Stock 100
6. If the amendment changed the number or par value of authorized shares
having a par value, the amount in dollars of authorized shares having a par
value as changed is: 10,000
If the amendment changed the number of authorized shares without par value,
the authorized number of shares without par value as changed and the
consideration proposed to be received for such increased authorized shares
without par value as are to be presently issued are:
7. If the amendment provides for an exchange, reclassification, or
cancellation of issued shares, or a reduction of the number of authorized
shares of any class below the number of issued shares of that class, the
following is a statement of the manner in which such reduction shall be
effected:
Upon the effectiveness of this amendment, the 100 shares of Common Stock,
par value $100 per share of the corporation (the "Old Stock"), that are
issued and outstanding shall be converted into 1,000 issued shares of
Common Stock, no par value per share, of the corporation (the "New Stock"),
on the basis of ten shares of New Stock for each share of Old Stock. Upon
the effectiveness of this amendment, holders of 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.
IN WITNESS WHEREOF, the undersigned, Kathleen M. Delaney, its Vice President
has executed this instrument and Mark D. Director, its Assistant Secretary has
affixed its corporate seal hereto and attested said seal on the 25th day of
September, 1998.
Place
CORPORATE SEAL
Here
(If no seal, state "None.
American Loose Leaf/Business Products, Inc.
-------------------------------------------
Name of Corporation
ATTEST:
By: /s/ Mark D. Director By: /s/ Kathleen M. Delaney
---------------------------- ---------------------------
Assistant Secretary Vice President
I, Scarlett Bates a Notary Public, do hereby certify that on this 21st day of
September, 1998, personally appeared before me Kathleen M. Delaney and Mark D.
Director who, being by me first duly sworn, declared that they are the Vice
President and Assistant Secretary of American Loose Leaf /Business Products,
Inc., that they signed the foregoing documents as Vice President and Assistant
Secretary of the corporation, and that the statements therein contained are
true.
(Notarial Seal)
/s/ Scarlett Bates
-----------------------------------
Notary Public
My Commission Expires April 30, 1999
AMENDED IN THEIR ENTIRETY
ARTICLES OF INCORPORATION
OF
AMERICAN LOOSE LEAF/BUSINESS PRODUCTS, INC.
American Loose Leaf/Business Products, Inc., a corporation organized and
existing under the General and Business Corporation Law of Missouri, hereby
amends in its entirety its Articles of Incorporation in the following manner:
ARTICLE 1: The name of the corporation is US Office Products, Midwest District,
Inc.
ARTICLE 2: The name of the registered agent in this state is The Corporation
Company and address, including the street and number, if any of the
corporation's registered office in this state is 120 South Central,
Clayton, MO 63105.
ARTICLE 3: The aggregate number, class and par value, of shares which the
corporation shall have the authority to issue shall be 1,000 shares
of Common Stock with no par value.
ARTICLE 4: The number of directors to constitute the board of directors shall be
three.
ARTICLE 5: The duration of the corporation is perpetual.
ARTICLE 6: The corporation is formed for the following purposes: to do any and
all things as are necessary, convenient, or proper for, or incidental
to, the attainment of the purposes, objects and purposes of the
corporation, insofar as such acts are permitted to be done by a
corporation organized under the General Corporation Laws of the State
of Missouri, and in general to carry on any other business in
connection therewith otherwise not being forbidden by the laws of the
State of Missouri and with all the powers conferred upon corporations
by the laws of the State of Missouri.
ARTICLE 7: The original incorporator's name and address are as follows:
Paul Mendelson
3 Spoede Woods Drive
Creve Coeur, MO 63141
Harry Mendelson
14001 Augusta Drive
Chesterfield, MO 63017
David Mendelson
7805 Gannon Avenue
Univeristy City, MO 63130
Albert Mendelson
7620 Gannon Avenue
University City, MO 63130