Exhibit 3.15
ARTICLES OF INCORPORATION
OF
DYNAMIC BUSINESS SYSTEMS, INC.
ARTICLE I - NAME AND PRINCIPAL ADDRESS
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The name of the Corporation is Dynamic Business Systems, Inc. and the
principal office and mailing address of the Corporation is 2665 St. Joseph Dr.
W., Dunedin, FL 34698.
ARTICLE II - INITIAL REGISTERED OFFICE AND AGENT
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The street address of the Corporations initial registered office in the
State of Florida is 2665 St. Joseph Dr. W., in the City of Dunedin, County of
Pinellas. The name of its initial registered agent at such address is Billy
Eugene Young Jr.
ARTICLE III - PURPOSE
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The purpose of the corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation law of the
State of Florida.
ARTICLE IV - AUTHORIZED SHARES OF STOCK
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This Corporation is authorized to issue 10,000 shares of $0.10 par value
common stock.
ARTICLE V - BOARD OF DIRECTORS
------------------------------
The business and affairs of the Corporation shall be managed by the board
of directors, and the directors need not be elected by ballot unless required by
the bylaws of the corporation. This Corporation initially shall have one (1)
Director. The number of Directors may be increased or diminished from time to
time as provided for in the bylaws but shall never be less than one. The names
and mailing addresses of each person who is to serve as an initial director
until the
first annual meeting of the stockholders or until a successor is elected and
qualified, are as follows:
NAME MAILING ADDRESS
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Billy Eugene Young, Jr. 2665 St. Joseph Drive West
Dunedin, FL 34698
In furtherance and not in limitation of the powers conferred by the laws of
the State of Florida, the board of directors are expressly authorized to adopt,
amend or repeal the bylaws of this corporation, subject to repeal or change by
action of the shareholders.
ARTICLE VI - AMENDMENTS
-----------------------
The Corporation reserves the right to amend and repeal any provision
contained in these Articles of Incorporation, or any amendment thereto, and any
night conferences upon the shareholders is subject to this reservation. All
rights conferred are granted subject to this reservation.
ARTICLE VII - INCORPORATOR
--------------------------
The incorporator is Billy Eugene Young, Jr., whose mailing address is 2665
St. Joseph Drive W., Dunedin, FL 34698.
ARTICLE VIII - DURATION
-----------------------
This Corporation shall exist perpetually, commencing as of the date of
acceptance and filing of these Articles by the Secretary of State of the State
of Florida.
THE UNDERSIGNED, being the incorporator, for the purpose of forming a
corporation under the Laws of the State of Florida do make, file and record this
Certificate of Incorporation, do certify that the facts herein stated are true,
and, accordingly, have hereto set my hand and seal this __4__ day of ___April__,
1991.
By: /s/ Billy Eugene Young, Jr.
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Incorporator
2
ACCEPTANCE OF REGISTERED AGENT
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Having been named to accept service of process for the above-named
corporation at a place designated in these Articles of Incorporation, I hereby
accept to act in this capacity, and agree to comply with the provisions of
Section 48.091, Florida Statutes, relative to keeping open said office for
service of process.
Dated this 4th day of April, 1991.
By: /s/ Billy Eugene Young, Jr.
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Registered Agent
3
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
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Dynamic Business Systems, Inc.
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(present name)
Pursuant to the provisions of section 607.1006, Florida Statutes, this Florida
profit corporation adopts the following articles of amendment to its articles of
incorporation:
FIRST: Amendment(s) adopted: (indicate article number) being amended, added or
deleted)
Article I, Section 1: The name Dynamic Business Systems, Inc, is hereby changed
to Danka Management II Company, Inc.
SECOND: If an amendment provides for an exchange, reclassification or
cancellation of issued shares, provisions for implementing the amendment if not
contained in the amendment itself, are as follows:
none
THIRD: The date of each amendment's adoption: February l0, 1999
FOURTH: Adoption of Amendment(s) (CHECK ONE)
[_] The amendment) was/were approved by the shareholders. The number of
votes cast for the amendment) was/were sufficient for approval.
[_] The amendment) was/were approved by the shareholders through voting
groups. The following statement must be separately provided for each
voting group entitled to vote separately on the amendment(s):
"The number of votes cast for the amendment(s) was/were
sufficient for approval by___________________________________."
voting group
[X] The amendment(s) was/were adopted by the board of directors without
shareholder action and shareholder action was not required.
[_] The amendment(s) was/were adopted by the incorporators without
shareholder action and shareholder action was not required.
Signed this __10th__ day of ______February___________, 1999________.
Signature /s/ David P. Berg
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(By the Chairman or Vice Chairman of the Board of Directors,
President or other officer if adopted by the shareholders)
OR
(By a director if adopted by the directors)
OR
(By an incorporator if adopted by the incorporators)
David P. Berg
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Typed or printed name
Director and Vice President
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Title