Exhibit 3.65
SUE ANNE GILROY
RESTATEMENT OF ARTICLES OF INCORPORATION SECRETARY OFSTATE
CORPORATIONS DIVISION
State Form 42152 IRS / 4-95) 302 W. Washington St, Rm. E018
Approved by State Board of Accounts 1995 Indianapolis, IN 46204
Telephone: (317) 232-6576
INSTRUCTIONS: Use 8 112" x 11" white paper for inserts.
Present original and two (2) copies to address in upper
right Indiana Code 23-1-38-7
corner of this form.
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Upon completion of filing the Secretary of State will
issue a receipt.
RESTATEMENT OF
ARTICLES OF INCORPORATION
OF
Modern Vending, Inc.
(Name of Corporation)
The above corporation (hereinafter referred to as the "Corporation")
existing pursuant to the Indiana Business Corporation Law, desiring to give
notice of corporate action effectuating the restatement of its Articles of
Incorporation, sets forth the following:
ARTICLE I-RESTATEMENT
SECTIONI: The date of incorporation of the Corporation:
November 1, 1972
SECTIONII: The name of the Corporation following this restatement:
Modern Vending, Inc.
SECTION III: The exact test of the Restatement of Articles of Incorporation is
attached as "Exhibit A".
ARTICLE 11 - MANNER OF ADOPTION AND VOTE (Strike inapplicable section)
SECTION 1:<#> The restatement does not contain an amendment requiring </#>
<#> shareholder approval and the board of directors adopted the restatement.</#>
SECTION III: The restatement contains an amendment requiring shareholder
approval and the vote is set forth below:
/X/ VOTE OF SHAREHOLDERS
The designation (i.e. common, preferred and any classification
where different classes of stock exists), number of outstanding
shares, number of votes entitled to vote separately on the
amendment and the number of votes of each voting group
represented at the meeting is set forth as follows:
TOTAL A B C
DESIGNATION OF EACH VOTING GROUP Common
Stock
NUMBER OF OUTSTANDING SHARES 1,000 1,000
NUMBER OF VOTES ENTITLED TO BE CAST 1,000 1,000
NUMBER OF VOTES REPRESENTED AT THE MEETING 1,000 1,000
SHARES VOTED IN FAVOR 1,000 1,000
SHARES VOTED AGAINST 0
/ / The number cast for the amendment by each voting group was sufficient
for approval by that voting group.
In Witness Whereof, the undersigned being the Vice President
(Title)
of said Corporation executes this Restatement of Articles of
Incorporation and verifies, subject to penalties of perjury,
that the statements contained herein are true, this 25th day of
September, 1998.
Signature Printed Name
/s/ Kathleen M. Delaney Kathleen M. Delaney
------------------------
EXHIBIT A
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
MODERN VENDING, INC.
Modern Vending, Inc. (herein after referred to as the "Corporation")
pursuant to the provisions of the Indiana Business Corporation Law ("IBCL"), as
amended, executes the following Amended and Restated Articles of Incorporation:
FIRST: The name of the corporation is: Modern Vending, Inc.
SECOND: The address of the registered office of the Corporation in the State of
Indiana is One North Capitol Avenue, 10th Floor, Indianapolis (County of
Marion), Indiana 46204. The name of its registered agent at such address is C T
Corporation System.
THIRD: The purposes of the Corporation are:
A. To purchase, acquire, hold, own, improve, develop, sell,
convey, assign, release, mortgage, encumber, use, lease, hire, manage,
deal in and otherwise dispose of real property and personal property of
every nature, or any interest therein, improved or otherwise; to do
every other act or acts and thing or things incidental to or connected
with the aforesaid; and
B. To engage in, promote, conduct and carry on any lawful
acts or activities for which corporations may be organized under the
IBCL.
FOURTH: The total number of shares of stock which the Corporation shall have
authority to issue is one thousand (1,000) shares of Common Stock with no par
value.
FIFTH: The number of directors of the Corporation shall be three (3). None of
the directors need be a stockholder or a resident of the State of Indiana.
SIXTH: No director shall be liable for any action taken as a director, or any
failure to take any action, unless: (i) the director has breached or failed
to perform the duties of the director's office in compliance with Section
23-1-35-1 of the IBCL; and (ii) the breach or failure to perform constitutes
willful misconduct ore recklessness.
If the IBCL is hereafter amended to authorize the further elimination or
limitation of the liability of a director, then the liability of a director of
the Corporation shall be eliminated or limited to the fullest extent permitted
by the IBCL, as so amended.
Any repeal or modification of the foregoing provisions of this Article SIXTH by
the stockholders of the Corporation shall not adversely affect any right or
protection of the director of the Corporation existing at the time of such
repeal or modification.
SEVENTH: The Corporation reserves the right to amend, alter, change or repeal
any provisions herein contained, in the manner now or hereafter prescribed by
statute, and all rights, powers, privileges and discretionary authority granted
or conferred herein upon stockholders or directors are granted subject to this
reservation.
IN WITNESS WHEREOF, said Modern Vending, Inc. has caused this Certificate to be
signed by Kathleen M. Delaney, its Vice President, this Twenty-Fifth day of
September, 1998.
MODERN VENDING, INC.
By: /s/ Kathleen M. Delaney
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Vice President