Exhibit 3.91
SUE ANNE GILROY
RESTATEMENT OF ARTICLES OF INCORPORATION SECRETARY OF STATE
CORPORATIONS DIVISION
State Form 42152 (RS / 4-95) 302 W. Washington St, Rm. E018
Approved by State Board of Accounts 1995 Indianapolis, IN 46204
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RESTATEMENT OF
ARTICLES OF INCORPORATION
OF
Sweitzer's Offset Services, 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
SECTION 1: The date of incorporation of the Corporation:
September 29, 1972
SECTION If: The name of the Corporation following this restatement:
Sweitzer's Offset Services, 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 100 100
NUMBER OF VOTES ENTITLED TO BE CAST 100 100
NUMBER OF VOTES REPRESENTED AT THE MEETING 100 100
SHARES VOTED IN FAVOR 100 100
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 25 th day of September
1998
SIGNATURE PRINTED NAME
/s/ Kathleen M. Delaney Kathleen M. Delaney, Vice President
----------------------------
EXHIBIT A
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
SWEITZER'S OFFSET SERVICES, INC.
Sweitzer's Offset Services, 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: Sweitzer's Offset Services, 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 Sweitzer's Offset Services, Inc. has caused this
Certificate to be signed by Kathleen M. Delaney, its Vice President, this
Twenty-Fifth day of September, 1998.
SWEITZER'S OFFSET SERVICES, INC.
By: /s/ Kathleen M. Delaney
------------------------------
Vice President