EXHIBIT NO. 3.17
RESTATEMENT OF ARTICLES OF INCORPORATION ----------------------------
State Form 42152 (R / 3-88) Secretary of State
Provided by Evan Bayh, Secretary of State State House
of Indiana Corporations Division
Present Original and One Copy. Use 8 1/2" x 11" Room 155
paper for inserts. Indianapolis, IN 46204
FILING FEE: $30.00 (317) 232-6576
Indiana Code 23-1-38-7 ----------------------------
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RESTATEMENT OF
ARTICLES OF INCORPORATION
OF
YELLOW FREIGHT SYSTEM, INC.
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(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:
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ARTICLE I - RESTATEMENT
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SECTION I: The date of incorporation of the Corporation
December 22, 1950
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SECTION II: The name of the Corporation following this restatement:
YELLOW FREIGHT SYSTEM, INC.
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SECTION III: The exact text of the Restatement Articles of Incorporation is
attached as "Exhibit A".
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ARTICLE II - MANNER OF ADOPTION AND VOTE (Strike inapplicable section)
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SECTION I: xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
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SECTION II: The restatement contains an amendment requiring shareholder approval
and the vote is set forth below:
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:
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TOTAL A B C
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DESIGNATION OF EACH VOTING GROUP Common
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NUMBER OF OUTSTANDING SHARES 100
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NUMBER OF VOTES ENTITLED TO BE CAST 100
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NUMBER OF VOTES REPRESENTED AT THE MEETING 100
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SHARES VOTED IN FAVOR 100
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SHARES VOTED AGAINST 0
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In Witness Whereof, the undersigned being the Secretary of said Corporation
(title)
executes this Restatement of Articles of Incorporation and verifies,
subject to penalties of perjury, that the statements contained herein are
true, this 28th day of December, 1992.
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Signature Printed Name
/s/ DANIEL L. HORNBECK Daniel L. Hornbeck
------------------------
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RESTATED ARTICLES OF INCORPORATION
OF
YELLOW FREIGHT SYSTEM, INC.
ARTICLE I
NAME
The name of the Corporation is Yellow Freight System, Inc.
ARTICLE II
PURPOSE
The purpose for which the Corporation is formed is to engage in any lawful
act or activity for which corporations may be organized under the Indiana
Business Corporation Law.
ARTICLE III
TERM OF EXISTENCE
The period during which the Corporation shall continue is perpetual.
ARTICLE IV
REGISTERED OFFICE AND AGENT
The street address of the Corporation's registered office in Indiana and
the name of its registered agent at that office is The Prentice Hall Corporation
System, Inc., Circle Tower, Indianapolis, Indiana 46204.
ARTICLE V
SHARES
Section A. Number of Authorized Shares. The Corporation is authorized to
issue 1,000 Common Shares.
Section B. Rights. The class of Common Shares is hereby authorized
unlimited voting rights and is entitled to receive the net assets of the
Corporation upon dissolution.
ARTICLE VI
DIRECTORS
Section A. Names and Addresses. The names and post office addresses of the
members of the Board of Directors are as follows:
Name Post Office Address
- ---- -------------------
George E. Powell III 10990 Roe Avenue, Overland Park, KS 66207
M. Reid Armstrong 10990 Roe Avenue, Overland Park, KS 66207
Robert L. Bostick 10990 Roe Avenue, Overland Park, KS 66207
Robert W. Burdick 10990 Roe Avenue, Overland Park, KS 66207
Philip D. Parkey 10990 Roe Avenue, Overland Park, KS 66207
Gail A. Parris 10990 Roe Avenue, Overland Park, KS 66207
Donald T. Roberson 10990 Roe Avenue, Overland Park, KS 66207
Section B. Removal. Any director may be removed, either with or without
cause, at any meeting of the shareholders by the affirmative vote of a majority
in number of shares of the shareholders of record present, in person or by
proxy, and entitled to vote for the election of directors, if notice of the
intention to act upon such matter shall have been given in the notice calling
such meeting.
ARTICLES OF MERGER
OF
OVERLAND ENERGY, INC.
(a Texas corporation)
INTO
YELLOW FREIGHT SYSTEM, INC.
(an Indiana corporation)
In compliance with the requirements of the Indiana Business Corporation Law
(hereinafter, the "Law") and of the Texas Business Corporation Act (hereinafter,
the "Act"), the undersigned corporations, desiring to effect a merger, hereby
certify that:
ARTICLE I
SURVIVING CORPORATION
A. The name of the corporation surviving the merger is Yellow Freight
System, Inc., which is the parent corporation of the merging corporation, and
such name has not been changed as a result of the merger.
B. The surviving corporation is a domestic (Indiana) corporation existing
pursuant to the provisions of Law.
ARTICLE II
MERGING CORPORATION
The name of the corporation merging into the surviving corporation is
Overland Energy, Inc., which is a wholly owned subsidiary of the surviving
corporation. The merging corporation is a Texas Corporation existing pursuant to
the provisions of the Act.
ARTICLE III
AGREEMENT OF MERGER
The Agreement and Plan of Merger, containing such information as required
by I.C.23-1-40-1 and Section 5.16 of the Act is set forth in "Exhibit A,"
attached hereto and made a part hereof.
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ARTICLE IV
MANNER OF ADOPTION AND VOTE
The manner of adoption and vote by which the Agreement and Plan of Merger
was approved by the Indiana corporation party to the merger is as follows:
Action by Indiana Surviving Corporation, Yellow Freight System, Inc.
1. Action by Directors. The Board of Directors of the above-named Indiana
domestic corporation, by resolution duly adopted effective June 30, 1994, by
unanimous written consent pursuant to the provisions of I.C. 23-1-34-2 (copy
attached as "Exhibit B"), approved the Agreement and Plan of Merger.
2. Action by Shareholders. Pursuant to I.C. 23-1-40-3(g), action by the
shareholders of the surviving corporation is not required.
3. Compliance with Legal Requirements. The manner of the adoption of the
Agreement and Plan of Merger, and the vote by which it was adopted, constitute
full legal compliance with the provisions of the Act, the Articles of
Incorporation, and the bylaws of the above-named Indiana domestic corporation.
4. The address of the registered agent of the surviving corporation in
Indiana is:
The Prentice-Hall Corporation System, Inc.
Circle Tower
Indianapolis, Indiana 46204
ARTICLE V
REPRESENTATIONS BY TEXAS CORPORATION PARTY TO THE MERGER
A. The Agreement and Plan of Merger was not required to be adopted or
approved by the merging Texas corporation, Overland Energy, Inc., pursuant to
the laws of the State of Texas, its state of domicile.
B. Action by Shareholders. By written consent, executed on June 20, 1994,
signed by the holder of the 50,000 outstanding shares of the common stock of the
Merging Corporation, Overland Energy, Inc., being all of the shares outstanding
and all of the shares entitled to vote in
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respect of the Agreement and Plan of Merger, the sole shareholder, Yellow
Freight System, Inc., authorized and approved adoption of the Agreement and Plan
of Merger.
ARTICLE VI
EFFECTIVE DATE
The merger shall become effective at 12:01 a.m. on the later of (a) June
30, 1994, or (b) the day on which the later of the filings of the Articles of
Merger with the Secretary of State of Texas and with the Secretary of State of
Indiana is made.
IN WITNESS WHEREOF, each undersigned corporation has caused these Articles
of Merger to be signed by a duly authorized officer, duly attested by another
such officer, acting for and on behalf of such corporation; and each of such
corporations certifies to the trust of the facts and acts relating to it and the
action taken by its Board of Directors and shareholders.
Dated this 20th day of June, 1994.
ATTEST: YELLOW FREIGHT SYSTEM, INC.
(Surviving Corporation)
/s/ RONALD E. SANDHAUS /s/ DANIEL L. HORNBECK
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Name: Ronald E. Sandhaus Name: Daniel L. Hornbeck
Title: Assistant Secretary Title: Secretary
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State of Kansas )
) ss.
County of Johnson )
I, the undersigned, a Notary Public duly commissioned to take
acknowledgements and administer oaths in the above-captioned state, hereby
certify that the above-signed officers of the above-named corporation personally
appeared before me; acknowledged their execution of the foregoing Articles of
Merger; and swore or attested to the facts therein stated.
WITNESS my hand and Notarial Seal this 20th day of June, 1994.
/s/ WILLA G. CLINE
--------------------------------------
Name: Willa G. Cline
My commission expires: 3/24/95
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ATTEST: OVERLAND ENERGY, INC.
(Merging Corporation)
/s/ DANIEL L. HORNBECK /s/ GAIL A. PARRIS
- --------------------------------------- --------------------------------------
Name: Daniel L. Hornbeck Name: Gail A. Parris
Title: Secretary Title: Sr. Vice President
State of Kansas )
) ss.
County of Johnson )
I, the undersigned, a Notary Public duly commissioned to take
acknowledgements and administer oaths in the above-captioned state, hereby
certify that the above-signed officers of the above-named corporation personally
appeared before me; acknowledged their execution of the foregoing Articles of
Merger; and swore or attested to the facts therein stated.
WITNESS my hand and Notarial Seal this 20th day of June, 1994.
/s/ WILLA G. CLINE
--------------------------------------
Name: Willa G. Cline
My commission expires: 3/24/95
This instrument was prepared by Daniel L. Hornbeck, Attorney, 10990 Roe Avenue,
Overland Park, Kansas 66207.
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EXHIBIT A
AGREEMENT AND PLAN OF MERGER
This Agreement and Plan of Merger dated June 20, 1994 by and between
Overland Energy, Inc. and Yellow Freight System, Inc.,
W I T N E S S E T H :
In consideration of the premises and the mutual covenants and agreements
herein contained, and for the purpose of setting forth the terms and conditions
of said merger, the mode of carrying the same into effect, the manner and basis
of converting the shares of the Merging Corporation into shares of the Surviving
Corporation and such other details and provisions as are deemed necessary or
desirable, the parties hereto have agreed and do hereby agree as follows:
1. The name of the corporation proposing to merge is:
Overland Energy, Inc., a Texas corporation (hereinafter, "Merging
Corporation"), which is a wholly owned subsidiary of Yellow Freight System, Inc.
2. The name of the corporation into which the Merging Corporation proposes
to merge is:
Yellow Freight System, Inc., an Indiana corporation (hereinafter,
"Surviving Corporation"), which is the parent corporation and sole shareholder
of the Merging Corporation.
3. The terms and conditions of the proposed merger and the mode of carrying
the same into effect are:
At the Effective Date, as hereinafter defined, Overland Energy, Inc., the
Merging Corporation, shall be merged into Yellow Freight System, Inc., the
Surviving Corporation, and the terms, provisions and conditions of such merger
and the mode of carrying the same into effect are:
FIRST: The Merger. The Surviving Corporation, an Indiana corporation,
merges into itself the Merging Corporation, a Texas corporation, and the Merging
Corporation shall be and is hereby merged into the Surviving Corporation,
pursuant to and in accordance with all applicable provisions of the Indiana
Business Corporation Law, as amended, and of the Texas Business Corporation Act,
as amended.
SECOND: Results of Merger: In accordance with the laws aforesaid the
merging corporations shall be a single corporation which shall be the Surviving
Corporation and the separate existence of the Merging Corporation shall cease
(except insofar as it may be continued by statute). The Surviving Corporation
has all the rights, privileges, immunities and powers and is subject to all the
duties and liabilities of a corporation organized under the aforesaid Indiana
law; and such Surviving Corporation shall thereupon and thereafter possess all
the rights, privileges, immunities and franchises, as well of a public as of a
private nature, of each of the constituent corporations; and all property, real,
personal and mixed, and all debts due on whatever account, including
subscriptions to shares (if any) and all other chooses in action, and all and
every other interest, of or belonging to or due to each of the corporations so
merged shall
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be taken and deemed to be those of and vested in such single corporation without
further act or deed, and the title to any real estate or any interest therein,
vested in either of such corporations shall not revert be in any way impaired by
reason of such merger.
THIRD: Liabilities: The Surviving Corporation shall thereforth upon the
merger be responsible and liable for all of the liabilities and obligations of
each of the corporations so merged, and any claim existing or action or
proceeding pending by or against either of such corporations may be prosecuted
to judgment as if such merger or consolidation had not taken place, or such
Surviving Corporation may be substituted in its place; neither the rights of
creditors nor any liens upon the property of either corporation shall be
impaired by such merger.
FOURTH: Effective Date of Merger: The merger shall become effective at
12:01 a.m. on the later of (a) June 30, 1994, or (b) the day on which the later
of the filings of the Articles of Merger with the Secretary of State of Texas
and the Secretary of State of Indiana is made.
4. The manner and basis of converting the shares of the Merging Corporation
into shares, obligations or other securities of the Surviving Corporation are as
follows:
(a) Each share of capital stock, $1.00 par value, of the Surviving
Corporation, outstanding on the effective date of the merger, being a total of
100 shares, shall remain outstanding as the capital stock of the Surviving
Corporation.
(b) On the effective date of the merger, each share of the common stock,
$1.00 par value, of the Merging Corporation, outstanding on the effective date
of the merger, being a total of 50,000 shares, shall be surrendered to the
Surviving Corporation, Yellow Freight System, Inc., and canceled.
(c) There are no dissenting shareholders of either corporation.
5. Such other provisions with respect to the proposed merger as are deemed
necessary or desirable follow:
(a) Articles of Incorporation and Bylaws. On the Effective Date of the
merger, the Articles of Incorporation and Bylaws of Yellow Freight System, Inc.
shall continue as the Articles of Incorporation and Bylaws of the Surviving
Corporation.
(b) Abandonment of Merger. Anything herein or elsewhere to the contrary
notwithstanding, this Agreement and Plan of Merger may be terminated and
abandoned at any time before it becomes effective by the Board of Directors of
the Surviving Corporation, in which event this Resolution and Plan of Merger
shall become wholly void and of no effect and there shall be no liability on the
part of either of the corporations' parties hereto or of their respective
Directors or Stockholders.
(c) Amendment. This Agreement and Plan of Merger may be amended at any time
prior to the Effective date by the Boards of Directors of the constituent
corporations.
(d) Further Instruments. The appropriate officers of each of the Merging
Corporations are authorized to execute on behalf of the Merging Corporations any
and all documents appropriate to the accomplishment of, or required to be done
to accomplish, the Merger under this Agreement and Plan, and to take all steps
and do all things for and in behalf of the corporations' parties hereto as are
required by or appropriate under the laws of the states of
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Indiana and Texas to accomplish such merger; and from time to time, as and when
requested by the Surviving Corporation or by its successors or assigns, the
Merging Corporation or its officers or directors, as is appropriate and proper,
will execute and deliver, or cause to be executed and delivered, all such deeds
and other instruments, and will take or cause to be taken such other and further
action as the Surviving Corporation may deem necessary or desirable in order to
confirm the vesting in and confirm to the Surviving Corporation title and
possession of all of its property, rights, privileges, powers and franchises and
otherwise to carry out the intent and purposes of this Agreement and Plan of
Merger.
(e) Governing Law. This agreement shall be governed by, and constructed in
accordance with, the laws of the State of Indiana.
(f) Consent to Service of Process: Pursuant to Section 5.16B(4) of the
Texas Business Corporation Act, the Surviving Corporation hereby agrees that it
may be served with process in the State of Texas in any proceeding for
enforcement of any obligation of the Merging Corporation, as well as for
enforcement of any obligation of the Surviving Corporation arising from the
merger or consolidation, including any suit or other proceeding to enforce the
right of any stockholder, and irrevocably appoints the Secretary of State of
Texas as its agent to accept service of process in any such suit or other
proceedings. A copy of such process should be sent by the Secretary of State to
Daniel L. Hornbeck, Secretary, Yellow Freight System, Inc., P. O. Box 7270,
Overland Park, Kansas 66207.
(g) The sole shareholder of the subsidiary has waived in writing the
requirement that it be mailed a copy of the plan of merger.
CERTIFICATION
I, Daniel L. Hornbeck, Secretary of Yellow Freight System, Inc., a
corporation organized and existing under the laws of the State of Indiana,
hereby certify, as such Secretary, and under the seal of the corporation, that
the foregoing Agreement and Plan of Merger was duly approved by the Board of
Directors of this corporation by unanimous written consent in lieu of meeting
pursuant to Section 23-1-34-3 of the Indiana Business Corporation Law, effective
June 20, 1994. I hereby further certify that no shareholder vote is required to
approve the merger and that the adoption of the Agreement and Plan of Merger and
the vote by which it was adopted constitute full legal compliance with the
provisions of the Indiana Business Corporation Law and with the Articles of
Incorporation and the Bylaws of the constituent corporations.
Witness my hand and seal of said Yellow Freight System, Inc. on this 20th
day of June, 1994.
/s/ DANIEL L. HORNBECK
----------------------------------------
Daniel L. Hornbeck
Secretary
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CERTIFICATION
I, Daniel L. Hornbeck, Secretary of Overland Energy, Inc., a corporation
organized and existing under the laws of the State of Texas, hereby certify, as
such Secretary, and under the seal of the corporation, that the foregoing
Agreement and Plan of Merger was duly approved by the Board of Directors of this
corporation by unanimous written consent in lieu of meeting pursuant to Section
9:10 of the Texas Business Corporation Act, effective June 20, 1994. I hereby
further certify that the Agreement and Plan of Merger was duly adopted by the
unanimous written consent of the sole shareholder on June 20, 1994 and that the
adoption of the Agreement and Plan of Merger and the vote by which it was
adopted constitute full legal compliance with the provisions of the Texas
Business Corporation Act and with the Articles of Incorporation and the Bylaws
of Overland Energy, Inc.
Witness my hand and seal of said Overland Energy, Inc. on this 20th day of
June, 1994.
/s/ DANIEL L. HORNBECK
----------------------------------------
Daniel L. Hornbeck
Secretary
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STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
ARTICLES OF AMENDMENT
To Whom These Presents Come, Greeting:
WHEREAS, there has been presented to me at this office, Articles of Amendment
for:
YELLOW FREIGHT SYSTEM, INC.
and said Articles of Amendment have been prepared and signed in accordance with
the provisions of the Indiana Business Corporation Law, as amended.
NOW, THEREFORE, I, SUE ANNE GILROY, Secretary of State of Indiana, hereby
certify that I have this day filed said articles in this office.
The effective date of these Articles of Amendment is June 09, 1998.
In Witness Whereof, I have hereunto set my hand
and affixed the seal of the State of Indiana, at
the City of Indianapolis, this Ninth day of June,
1998.
--------------
Deputy
--------------------------------
ARTICLES OF AMENDMENT OF THE SUE ANNE GILROY
ARTICLES OF INCORPORATION SECRETARY OF STATE
State Form 38333 (R8 / 12-96) CORPORATIONS DIVISION
Approved by State Board of Accounts 1995 302 W. Washington St., Rm. E018
Indianapolis, IN 46204
Telephone: (317) 232-6576
--------------------------------
INSTRUCTIONS: Use 8 1/2" x 11" white paper Indiana Code 23-1-38-1 et seq
for inserts.
Present original and two copies Filing Fee: $30.00
to address in upper right hand
corner of this
Please TYPE or PRINT.
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ARTICLES OF AMENDMENT OF THE
ARTICLES OF INCORPORATION OF:
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Name of Corporation Date of incorporation
YELLOW FREIGHT SYSTEM, INC. 12/22/50
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The undersigned officers of the above referenced Corporation (hereinafter
referred to as the "Corporation") existing pursuant to the provisions of
(indicate appropriate act)
[X] Indiana Business Corporation [ ] Indiana Professional Corporation Act
Law of 1983
as amended (hereinafter referred to as the "Act"), desiring to give notice
of corporate action effectuating amendment of certain provisions of its
Articles of Incorporation, certify the following facts:
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ARTICLE I Amendment(s)
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The exact text of Article(s) V of the Articles
(NOTE: If amending the name of corporation, write Article "I" in space
above and write "The name of the Corporation is ," below.)
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ARTICLE V
SHARES
Section A. Number of Authorized Shares. The Corporation is authorized to
issue 1,000 Common Shares with a par value of one dollar ($1) per share.
Section B. Rights. The class of Common Shares is hereby authorized
unlimited voting rights and is entitled to receive the net assets of the
Corporation upon dissolution.
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ARTICLE II
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Date of each amendment's adoption:
June 1, 1998
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ARTICLE III Manner of Adoption and Vote
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Mark applicable section: NOTE - Only in limited situations does Indiana law
permit an Amendment without shareholder approval. Because a name change requires
shareholder approval, Section 2 must be marked and either A or B completed.
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[ ] SECTION 1 This amendment was adopted by the Board of Directors or
incorporators and shareholder action was not required.
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[X] SECTION 2 The shareholders of the Corporation entitled to vote in
respect to the amendment adopted the proposed amendment. The
amendment was adopted by: (Shareholder approval may be by
either A or B.)
A. Vote of such shareholders during a meeting called by the Board
of Directors. The result of such vote is as follows:
---------------------------------------------------
Shares entitled to vote.
---------------------------------------------------
Number of shares represented at the meeting.
---------------------------------------------------
Shares voted in favor.
---------------------------------------------------
Share voted against.
---------------------------------------------------
B. Unanimous written consent executed on June 1, 1998 and
signed by all shareholders entitled to vote.
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ARTICLE IV Compliance with Legal Requirements
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The manner of the adoption of the Articles of Amendment and the vote by
which they were adopted constitute full legal compliance with the
provisions of the Act, the Articles of Incorporation, and the By-Laws of
the Corporation.
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I hereby verify, subject to the penalties of perjury, that the statements
contained herein are true, this 1st day of June, 1998.
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Signature of current officer or Printed name of officer or chairman of
chairman of the board the board
/s/ DANIEL L. HORNBECK Daniel L. Hornbeck
-----------------------
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Signature's title
Secretary
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State of Indiana
Office of the Secretary of State
CERTIFICATE OF AMENDMENT
of
YELLOW FREIGHT SYSTEM, INC.
I, SUE ANNE GILROY, Secretary of State of Indiana, hereby certify that Articles
of Amendment of the above For-Profit Domestic Corporation have been presented to
me at my office, accompanied by the fees prescribed by law and that the
documentation presented conforms to law as prescribed by the provisions of the
Indiana Business Corporation Law.
The name following said transaction will be:
YELLOW TRANSPORTATION, INC.
NOW, THEREFORE, with this document I certify that said transaction will become
effective Friday, January 25, 2002.
In Witness Whereof, I have caused to be
affixed my signature and the seal of the
State of Indiana, at the City of
Indianapolis, January 25, 2002.
/s/ SUE ANNE GILROY
----------------------------------------
SUE ANNE GILROY,
SECRETARY OF STATE
--------------------------------
ARTICLES OF AMENDMENT OF THE SUE ANNE GILROY
ARTICLES OF INCORPORATION SECRETARY OF STATE
State Form 38333 (R8 / 12-96) CORPORATIONS DIVISION
Approved by State Board of 302 W. Washington St., Rm. E018
Accounts 1995 Indianapolis, IN 46204
Telephone: (317) 232-6576
--------------------------------
INSTRUCTIONS: Use 8 1/2" x 11" white Indiana Code 23-1-38-1 et seq.
paper for inserts.
Present original and two copies
to address in upper right hand
corner of this
Please TYPE or PRINT. Filing Fee: $30.00
- --------------------------------------------------------------------------------
ARTICLES OF AMENDMENT OF THE
ARTICLES OF INCORPORATION OF:
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Name of Corporation Date of incorporation
YELLOW FREIGHT SYSTEM, INC. 12/22/50
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The undersigned officers of the above referenced Corporation (hereinafter
referred to as the "Corporation") existing pursuant to the provisions of:
(indicate appropriate act)
[X] Indiana Business Corporation [ ] Indiana Professional Corporation Act
Law of 1983
as amended (hereinafter referred to as the "Act"), desiring to give notice
of corporate action effectuating amendment of certain provisions of its
Articles of Incorporation, certify the following facts:
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ARTICLE I Amendment(s)
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The exact text of Article(s) I of the Articles
(NOTE: If amending the name of corporation, write Article "I" in space
above and write "The name of the Corporation is ," below.)
-----------------
"The name of the Corporation is Yellow Transportation, Inc."
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ARTICLE II
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Date of each amendment's adoption:
01/23/02
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ARTICLE III Manner of Adoption and Vote
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Mark applicable section: NOTE - Only in limited situations does Indiana law
permit an Amendment without shareholder approval. Because a name change requires
shareholder approval, Section 2 must be marked and either A or B completed.
- --------------------------------------------------------------------------------
[ ] SECTION 1 This amendment was adopted by the Board of Directors or
incorporators and shareholder action was not required.
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[X] SECTION 2 The shareholders of the Corporation entitled to vote in
respect to the amendment adopted the proposed amendment. The
amendment was adopted by: (Shareholder approval may be by
either A or B.)
A. Vote of such shareholders during a meeting called by the Board
of Directors. The result of such vote is as follows:
---------------------------------------------------
Shares entitled to vote
---------------------------------------------------
Number of shares represented at the meeting.
---------------------------------------------------
Shares voted in favor.
---------------------------------------------------
Share voted against.
---------------------------------------------------
B. Unanimous written consent executed on January 10, 02 and
signed by all shareholders entitled to vote.
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ARTICLE IV Compliance with Legal Requirements
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The manner of the adoption of the Articles of Amendment and the vote by
which they were adopted constitute full legal compliance with the
provisions of the Act, the Articles of Incorporation, and the By-Laws of
the Corporation.
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I hereby verify, subject to the penalties of perjury, that the statements
contained herein are true, this 23rd day of January, 02.
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Signature of current officer or Printed name of officer or chairman of
chairman of the board the board
/s/ DANIEL L. HORNBECK Daniel L. Hornbeck
-----------------------
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Signature's title
Secretary
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