EXHIBIT NO. 3.3
No. 109761
STATE OF MISSOURI
Certificate of Incorporation
WHEREAS, An Association organized under the name of YELLOW REDEVELOPMENT
CORPORATION has filed in the office of the Secretary of State Articles of
Incorporation, in writing as provided by law and has, in all respects, complied
with the requirements of The Urban Redevelopment Corporation Act of Missouri
governing the formation of Private Corporations:
NOW, THEREFORE, I, WARREN E. HEARNES, Secretary of State of the State of
Missouri, in virtue and by authority of law, do hereby certify that said
association has, on the date hereof, become a body corporate duly organized
under the name of YELLOW REDEVELOPMENT CORPORATION and the address of its
Initial Registered Office in Missouri is: 314 North Broadway, St. Louis 2, and
is entitled to all the rights and privileges granted to corporations organized
under The Urban Redevelopment Corporation Act of Missouri for a term of
ninety-nine years, and that the amount of the Authorized Shares of said
corporation is 100,000 common, @ $1.00 par value ONE HUNDRED THOUSAND DOLLARS.
IN TESTIMONY WHEREOF, I hereunto set my hand
and affix the GREAT SEAL of the State of Missouri.
Done at the City of Jefferson, this
22nd day of July A.D., Nineteen Hundred and Sixty-three
Warren E. Hearnes
ARTICLES OF AGREEMENT
OF
YELLOW REDEVELOPMENT CORPORATION
KNOW ALL MEN BY THESE PRESENTS, That we, the undersigned, being natural
persons of the age of twenty-one years or more, and being desirous of forming a
corporation under the laws of Missouri, and more particularly under the
provisions of the General and Business Corporation Act of 1943, and Amendments
thereto, and The Urban Redevelopment Corporations Law of 1945 and amendments
thereto, have entered into the following agreement:
FIRST: The name of the corporation shall be YELLOW REDEVELOPMENT
CORPORATION.
SECOND: The purposes for which the corporation is formed are to acquire,
construct, maintain and operate a redevelopment project or redevelopment
projects in accordance with The Urban Redevelopment Corporations Law of 1945,
and amendments thereto. In connection therewith, the corporation shall have the
following purposes and powers:
1. To do all or any of the things herein set out, and all things
incident and proper in connection therewith, and with all of the powers
conferred upon corporations pursuant to the provisions of Section 351.385
of the Revised Statutes of Missouri, 1959, or any provisions amendatory
thereof or supplemental thereto (except to the extent such powers are in
conflict with or denied in, or the exercise thereof is prohibited by, The
Urban Redevelopment Corporations Law of 1945, and amendments thereto, or by
these Articles of Agreement), and with all of the powers conferred upon
Urban Redevelopment Corporations by the laws of the State of Missouri,
including, but not limited to, the following:
(a) To acquire real property or interests or rights therein or
appurtenances thereto, and to secure options in its own name or in the name
of nominees, and to acquire real property by gift, grant, lease, purchase
or otherwise.
(b) To purchase or otherwise acquire, hold, mortgage, pledge, lease as
lessor, sell, assign or otherwise convey or dispose of real and personal
property necessary or appropriate to the operation of any redevelopment
project of the corporation.
(c) To borrow funds and secure the repayment thereof by mortgage,
which shall contain reasonable amortization provisions and shall be a lien
upon no other real property except that forming the whole or part of a
single development area of this Corporation. Any mortgage on the real
property in a development area of this Corporation, or any part thereof,
may create a first lien, or a second or junior lien, upon such real
property.
(d) To sell and convey, mortgage, pledge, lease, and otherwise dispose
of all or any part of the property and assets of the Corporation.
(e) To acquire by the exercise of the power of eminent domain any real
property in fee simple or other estate which is necessary to accomplish the
purpose of Chapter 353, Revised Statutes of Missouri, of 1959, as amended;
and to exercise the power of eminent domain in the manner provided for
corporations in Chapter 523, Revised Statutes of Missouri, 1959, or to
exercise the power of eminent domain in the manner provided by any other
applicable statutory provision for the exercise of the power of eminent
domain.
(f) To accept grants or loans of money from the government of the
United States or any department or agency thereof.
THIRD: The aggregate amount of the capital stock of the corporation shall
be $100,000.00, consisting solely of common stock.
FOURTH: The aggregate number of shares which the corporation shall have
authority to issue, and of which the capital shall consist, shall be 100,000
shares of common stock having a par value of One Dollar ($1.00) per share.
FIFTH: The registered office of the corporation in the State of Missouri
shall be located at 314 North Broadway, St. Louis 2, Missouri. The name of the
registered agent at such address shall be C T Corporation System. The principal
business office of the corporation is to be located in Kansas City, Missouri.
SIXTH: The corporation shall have a duration of Ninety-nine (99) years.
SEVENTH: The Board of Directors shall consist of three (3) persons, to be
elected annually by the shareholders.
EIGHTH: The names and post office addresses of the members of the Board of
Directors for the first year, two of whom are residents of the State of
Missouri, are:
George E. Powell, Jr. 1040 West 57th Street
Kansas City 13, Missouri
Donald L. McMorris 8609 Mohawk
Shawnee Mission, Kansas
Kenneth E. Midgley 623 West 67th Street
Kansas City 13, Missouri
NINTH: The names and post office addresses of the subscribers of these
Articles of Agreement, and the number of shares of common capital stock
subscribed by each such subscriber, are as follows:
George E. Powell, Jr. 1040 West 57th Street 450 shares
Kansas City 13, Missouri
Donald L. McMorris 8609 Mohawk 25 shares
Shawnee Mission, Kansas
Kenneth E. Midgley 623 West 67th Street 25 shares
Kansas City 13, Missouri
TENTH: In the event that income debenture certificates are issued by the
corporation, the owners thereof shall have the same right to vote as they would
have if possessed of certificates of stock of the amount and par value of the
income debenture certificates held by them. Any income debenture certificates or
bonds of the corporation may be retired as and when there shall be funds
available in the treasury of the corporation from the receipt of amortization or
sinking fund in installments for that purpose.
ELEVENTH: During the continuance of the tax relief as provided for by The
Urban Redevelopment Corporations Law of Missouri, interest shall not be paid by
the corporation upon any bonded or other debt of the corporation in excess of
six (6%) per centum per annum, and no interest on its income debentures, if any,
and no dividends on its stock during any dividend year shall be paid by the
corporation unless there shall exist at the time of such payment no default upon
any amortization requirements with respect to its indebtedness, nor unless all
accrued interest, taxes, and other public charges shall have been duly paid or
reserves set up for the payment thereof and adequate reserves provided for
depreciation, obsolescence, and other proper reserves.
TWELFTH: The corporation has been organized to serve a public purpose. All
real estate acquired by the corporation and all structures erected by it are to
be acquired for the purpose of promoting the public health, safety, and welfare.
The subscribers of these Articles of Agreement hereby agree, and no stock of the
corporation shall be issued unless the subscribers thereto when they subscribe
to and receive the stock thereof agree, that the net earnings of the
corporation, in respect to each redevelopment project conducted by the
corporation, shall be limited to an amount not to exceed eight per centum (8%)
per annum of the cost to the corporation of the redevelopment project including
the cost of the land, or the balances of such cost as reduced by amortization
payments; PROVIDED, that the net earnings derived from any redevelopment project
shall in no event exceed a sum equal to eight per centum (8%) per annum upon the
entire cost thereof. Such net earnings shall be computed after deducting from
gross earnings the following:
(a) All costs and expenses of maintenance and operation;
(b) Amounts paid for taxes, assessments, insurance premiums and other
similar charges;
(c) An annual amount sufficient to amortize the cost of the entire
project at the end of the period which shall be not more than
sixty (60) years from the date of completion of the project.
Whenever so authorized by the legislative authority of any city affected by The
Urban Redevelopment Corporations Law of Missouri, any surplus earnings in excess
of eight per centum (8%) per annum may be held by the corporation as a reserve
for maintenance of such rate of return in the future and may be used by the
corporation to offset any deficiency in such rate of return which may have
occurred in prior years; or may be used to accelerate the amortization payments;
or for the enlargement of the project; or for reduction in rentals therein;
PROVIDED, that any excess of such surplus earnings remaining at the termination
of the tax relief granted pursuant to Section 353.110 of said Law shall be
turned over by the corporation to the city. This Article TWELFTH shall not be
subject to amendment so long as the corporation receives any tax
relief from the local or state governments pursuant to The Urban Redevelopment
Corporations Law of Missouri. On the date that all such tax relief shall cease,
there shall no longer be any limitation on the net earnings of the corporation,
and thereafter this Article TWELFTH may be amended, modified, or eliminated.
THIRTEENTH: The corporation has been organized for the purpose of the
clearance, replanning, reconstruction or rehabilitation of blighted areas, and
the construction of such industrial, commercial, residential or public
structures as may be appropriate, including provisions for recreational and
other facilities incidental or appurtenant thereto.
FOURTEENTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter, amend or
repeal the by-laws of the corporation.
FIFTEENTH: The number of shares to be issued before the corporation shall
commence business is five hundred (500) shares of common stock having a par
value of One Dollar ($1.00) per share, for which the sum of Five Hundred Dollars
($500.00) has been paid up in lawful money of the United States of America and
constitutes the capital with which the corporation will commence business.
SIXTEENTH: Each holder of common stock in the corporation shall have
pre-emptive rights in all additional stock having voting rights (other than
conditional or qualified voting rights) issued by the corporation, whenever
issued, whether the issuance be of stock presently authorized or of stock
hereafter authorized, and such rights shall be exercisable within the time
specified and at a price per share to be fixed by the Board of Directors, but
such price shall in no event be less than the par value of each share issued if
the shares are par value shares.
SEVENTEENTH: This corporation reserves the right to amend, modify, change
or repeal any provision contained in these Articles of Agreement, in the manner
and to the extent authorized by law, by a majority vote of the shareholders (and
of the owners of income debenture certificates, if any), in the absence of
express statutory provisions requiring a greater vote, subject, however, to the
limitation contained in article TWELFTH of these Articles.
EIGHTEENTH: This corporation shall have all powers conferred upon Urban
Redevelopment Corporations under The Urban Redevelopment Corporations Law of
Missouri, and shall further have all powers conferred upon corporations by the
general corporation laws of the State of Missouri and more particularly by the
General and Business Corporation Act of Missouri adopted by the laws of 1943 as
presently or hereafter amended which are not in conflict with The Urban
Redevelopment Corporations Law of Missouri, as presently or hereafter amended.
IN WITNESS WHEREOF, we have hereunto set our hands this 16th day of July,
1963.
/s/ GEORGE E. POWELL JR.
-------------------------------
(George E. Powell, Jr.)
/s/ DONALD L. MCMORRIS
-------------------------------
(Donald L. McMorris)
/s/ KENNETH E. MIDGLEY
-------------------------------
(Kenneth E. Midgley)
STATE OF MISSOURI )
) ss.
COUNTY OF JAXKSON )
On this 16th day of July, 1963, before me, a Notary Public in and for said
County and State, personally appeared GEORGE E. POWELL, JR., DONALD L. MCMORRIS
and KENNETH E. MIDGLEY, to me known to be the persons described in and who
executed the foregoing instrument in duplicate, and acknowledged that they
executed the same in duplicate each for himself as his free act and deed.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal at my office in Kansas City, Missouri, the day and year last above written.
/s/ MAXINE F. JOHNSON
-------------------------------
Notary Public
My commission expires August 28, 1965
STATE OF MISSOURI )
) ss.
COUNTY OF JACKSON )
The undersigned, GEORGE E. POWELL, JR., DONALD L. MC MORRIS and KENNETH E.
MIDGLEY, being all of the incorporators of YELLOW REDEVELOPMENT CORPORATION,
being duly sworn, upon their oaths each did say that the statements and matters
set forth in the foregoing Articles of Agreement are true.
/s/ GEORGE E. POWELL JR.
-------------------------------
(George E. Powell, Jr.)
/s/ DONALD L. MCMORRIS
-------------------------------
(Donald L. McMorris)
/s/ KENNETH E. MIDGLEY
-------------------------------
(Kenneth E. Midgley)
Subscribed and sworn to before me this 16th day of July, 1963.
/s/ MAXINE F. JOHNSON
-------------------------------
Notary Public
My commission expires August 28, 1965.
STATE OF MISSOURI
ROY D. BLUNT, Secretary of State
CORPORATION DIVISION
Statement of Change of Business Office
of a Registered Agent
of a Foreign or Domestic Corporation
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INSTRUCTIONS
There is a $5.00 fee for filing this statement. It must be filed in DUPLICATE
for the corporation listed in the statement. All copies must be signed and
notarized. The registered agent should sign in his individual name, unless the
registered agent is a corporation, in which case the statement shall be executed
by its president or vice president and verified by him, sealed with the
corporate seal and attested by its secretary or an assistant secretary.
Make check payable to "Director of Revenue."
This form is for use by a registered agent ONLY.
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To: SECRETARY OF STATE
P.O. Box 778
Jefferson City, Missouri 65102 Charter No. 0010976
The undersigned registered agent, for the purpose of changing its business
office in Missouri as provided by the provisions of "The General and Business
Corporation Act," in Missouri represents, that:
1. The name of the corporation (in Missouri) is YELLOW REDEVELOPMENT
CORPORATION
2. The name of this registered agent is C T CORPORATION SYSTEM
3. The address, including street number, if any, of the PRESENT business
office of the registered agent is 314 North Broadway, St. Louis, Missouri
63102.
4. The address, including street number, if any, of the business office of the
registered agent is hereby CHANGED TO
906 Olive Street, St. Louis, Missouri 63101.
5. Notice in writing of the change has been mailed by the registered agent to
the corporation named above.
6. The address of the registered office of the corporation named above and the
business office of the registered agent, as changed, is identical.
(THE FOLLOWING SHOULD BE EXECUTED ONLY IF THE REGISTERED AGENT IS A NATURAL
PERSON)
IN WITNESS WHEREOF, the undersigned registered agent has caused this report
to be executed this day of , 19 .
------------------ ------------------ --------
--------------------------------------
Signature of Registered Agent
State of )
--------------
) ss
County of )
-------------
On this day of , in the year 19 , before me,
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, a Notary Public in and for state, personally
- ----------------------------
appeared known to be to be the person who executed
-----------------------------
the within Statement of Change of Business Office and acknowledged to me that
executed the same for the purposes therein stated.
- ---------------
(Notarial Seal)
--------------------------------------
Notary Public
My commission expires
-----------------
(THE FOLLOWING SHOULD BE EXECUTED ONLY IF THE REGISTERED AGENT IS A CORPORATION)
IN WITNESS WHEREOF, the undersigned corporation has caused this report to
be executed in its name by its ASSISTANT VICE-PRESIDENT, attested by its
SECRETARY or ASSISTANT SECRETARY this day of January, 1988.
------------
(Corporate Seal) C T CORPORATION SYSTEM C T CORPORATION SYSTEM
CORPORATE SEAL --------------------------------------
1936 Name of Corporation
DELAWARE By /s/ KENNETH J. UVA
If no seal, state "none". -----------------------------------
Assistant Vice-President
Attest:
/s/
- ----------------------------------
Assistant Secretary
State of New York )
) ss
County of New York )
On this 8th day of January, in the year 1988, before me Theresa Alfieri, a
Notary Public in and for said state, personally appeared Kenneth J. Uva,
Assistant Vice President, C T Corporation System known to me to be the person
who executed the within Statement of Change of Business Office in behalf of said
corporation and acknowledged to me that she executed the same for the purposes
therein stated.
/s/ THERESA ALFIERI
------------------------------------
Notary Public
My commission expires: Dec. 31, 1989
No.00109761
STATE OF MISSOURI
ROY D. BLUNT, Secretary of State
CORPORATION DIVISION
Certificate of Amendment
WHEREAS, YELLOW REDEVELOPMENT CORPORATION a corporation organized under The
General and Business Corporation Law has delivered to me a Certificate of
Amendment of its Articles of Incorporation and has in all respects complied with
the requirements of law governing the amendment of Articles of Incorporation
under The General and Business Corporation Law.
NOW, THEREFORE, I, ROY D. BLUNT, Secretary of State of the State of Missouri, do
hereby certify that I have filed said Certificate of Amendment as provided by
law, and that the Articles of Incorporation of said corporation are amended in
accordance therewith.
IN TESTIMONY WHEREOF, I hereunto
set my hand and affix the GREAT
SEAL of the State of Missouri. Done
at the City of Jefferson, this 24th
day of July, 1991.
/s/ ROY D. BLUNT
------------------------------------
Secretary of State
Fee $20.00
STATE OF MISSOURI. . . Office of Secretary of State
ROY D. BLUNT, Secretary of State
AMENDMENT OF ARTICLES OF INCORPORATION
(To be submitted in duplicate)
HONORABLE ROY D. BLUNT
SECRETARY OF STATE
STATE OF MISSOURI
P.O. BOX 778
JEFFERSON CITY, MO 65102
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: Yellow Redevelopment
Corporation.
The name under which it was originally organized was: Yellow Redevelopment
Corporation.
2. An amendment to the Corporation's Articles of Incorporation was adopted
by the shareholders on July 15, 1991.
3. Article Number 7 is amended to read as follows:
Seventh: The Board of Directors shall consist of one director, to be elected
annually by the shareholders.
Article 19 is added by adding the language on the attached page after Article
18.
(If more than one article is to be amended or more space is needed attach fly
sheet.)
Nineteenth: Indemnification Of Officers, Directors And Others
Section 1. Right to Indemnification
A. Each person who was or is made a party or is threatened to be made a
party to or is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative ("proceeding"), by reason of the fact
that he or she or a person for whom he or she is the legal representative is or
was a director, officer or employee of the corporation or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, whether
the basis of such proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held harmless by
the corporation to the fullest extent authorized by the General and Business
Corporation Law of Missouri, as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the extent such amendment
permits the corporation to provide broader indemnification rights than said law
permitted the corporation to provide prior to such amendment) against all
expenses, liability and loss (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection therewith;
provided, however, that with respect to any agent or employee, to the extent any
such expenses, liabilities or losses are covered by insurance, other than
insurance maintained by the corporation, the corporation shall be required to
indemnify and hold harmless such agent or employee only to the extent that such
expenses, liabilities or losses are not covered by such insurance. Such right
shall be a contract right and shall include the right to be paid by the
corporation expenses incurred in defending any such proceedings in advance of
its final disposition; provided, however, that the payment of such expenses
incurred by a director or officer of the corporation in his or her capacity as a
director or officer (and not in any other capacity in which service was or is
rendered by such person while a director or officer, including, without
limitation, service to an employee benefit plan) in advance of the final
disposition of such proceeding, shall be made only upon delivery to the
corporation of an undertaking, by or on behalf of such director or officer, to
repay all amounts so advanced if it should be determined ultimately that such
director or officer is not entitled to be indemnified under this section or
otherwise.
B. Any person who is or was an agent of the corporation, and who would be
entitled to be indemnified by the corporation under the circumstances set forth
in Section 1 (a) but for the fact that such person is not or was not a director,
officer or employee of the corporation, may be indemnified by the corporation
(but shall not be entitled to be indemnified by the corporation) in a specific
case to all or part of the extent set forth in Section 1 (a), if the Board of
Directors determines that it is in the best interests of the corporation to
grant such indemnity. Authorization for such indemnity and the extent thereof
shall be determined by majority vote of a quorum of the Board of Directors.
Section 2. Right of Claimant to Bring Suit
If a claim under Section 1 is not paid in full by the corporation within 90
days after a written claim has been received by the corporation, the claimant
may at any time thereafter bring
suit against the corporation to recover the unpaid amount of the claim, and if
successful in whole or in part, the claimant shall be entitled to be paid also
the expenses of prosecuting such claim. It shall be a defense to any such action
(other than an action brought to enforce a claim for expenses incurred in
defending any proceeding in advance of its final disposition where the required
undertaking has been tendered to the corporation) that the claimant has not met
the standards of conduct which make it permissible under the General and
Business Corporation Law of Missouri for the corporation to indemnify the
claimant for the amount claimed, but the burden of proving such defense shall be
on the corporation. Neither the failure of the corporation (including its Board
of Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the General and Business Corporation
Law of Missouri, nor an actual determination by the corporation (including its
Board of Directors, independent legal counsel, or its stockholders) that the
claimant had not met such applicable standard of conduct, shall be a defense to
the action or create a presumption that claimant had not met the applicable
standard of conduct.
Section 3. Non-Exclusivity of Rights
The rights conferred by Sections 1 and 2 shall not be exclusive of any
other right which such person may have or hereafter acquire under any statute,
provision of the Certificate of Incorporation, bylaw, agreement, vote of
stockholders or disinterested directors or otherwise.
Section 4. Insurance
The corporation may maintain insurance, at its expense, to protect itself
and any such director, officer, employee or agent of the corporation or another
corporation, partnership, joint venture, trust or other enterprise against any
such expense, liability or loss, whether or not the corporation would have the
power to indemnify such person against such expense, liability or loss under the
General Business and Corporation Law of Missouri.
Section 5.
For purposes of this Article, reference to "other enterprise" shall include
entities of any kind, including associations, rate bureaus and conferences.
IN WITNESS WHEREOF, the undersigned, William F. Martin, Jr., Vice-President
has executed this instrument and its Assistant Secretary has affixed its
corporate seal hereto and attested said seal on the 19th day of July, 1991.
PLACE
CORPORATE SEAL YELLOW REDEVELOPMENT CORPORATION
HERE. Name of Corporation
(IF NO SEAL, STATE "NONE.")
ATTEST:
/s/ D. L. HORNBECK By: /s/ WILLIAM F. MARTIN, JR.
- ------------------------------------ --------------------------------------
Secretary or Assistant Secretary William F. Martin, Jr., Vice President
D. L. Hornbeck, Assistant Secretary
State of Kansas )
) ss
County of Johnson )
I, Willa G. Cline, a Notary Public, do hereby certify that on this 19th day
of July, 1991, personally appeared before me William F. Martin, Jr. who, being
by me first duly sworn, before me declared that he is the Vice President of
Yellow Redevelopment Corporation that he signed the foregoing document as Vice
President of the corporation, and that the statements therein contained are
true.
/s/ WILLA G. CLINE
-----------------------------
Notary Public
My commission expires 3/24/95
STATE OF MISSOURI... Office of Secretary of State
ROY D. BLUNT, Secretary of State
Statement of Change of Business Office Address by a Registered
Agent or Registered Office
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INSTRUCTIONS
The filing fee for this change is $5.00.
Change most be filed in DUPLICATE.
The registered office may be, but need not be, the same as the place of business
of the corporation or limited partnership, but the registered office and the
business address of the agent must be the same. The corporation or limited
partnership cannot act as its own registered agent. Any subsequent change in the
registered office or agent must be immediately reported to the Secretary of
State. Forms are available upon request
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Charter No. 109761
The undersigned corporation or limited partnership, organized and existing under
the laws of the State of Missouri for the purpose of changing its registered
agent "The General and Business Corporation Act of Missouri," or the "Missouri
Uniform Limited Partnership Law," represents that:
1. The name of the corporation/ltd. partnership is: Yellow Redevelopment
Corporation.
2. The name of the registered agent before this change is: C T Corporation
System.
3. The name of the new registered agent is: The Prentice-Hall Corporation
System. Inc.
4. The address, including street number, if any, of its registered office
before this change is: 906 Olive Street, St. Louis, MO 63101.
5. Its registered office (including street number, if any change is to be
made) is hereby CHANGED TO:
c/o The Prentice-Hall Corporation System. Inc.
222 East Dunklin Street, Jefferson City, Missouri 65101
6. The address of its registered office and the address of the business office
of its registered agent, as changed will be identical.
7. Such change was authorized by resolution duly adopted by the board of
directors of the corporation or by the limited partnership.
IN WITNESS WHEREOF, the undersigned corporation or limited partnership has
caused this report to be executed in its name by its PRESIDENT or VICE PRESIDENT
of the corporation, or GENERAL PARTNER of the limited partnership, and attested
to by the assistant secretary if a corporation on the 5th day of August, 1992.
YELLOW REDEVELOPMENT CORPORATION
Name of corporation or limited partnership
(CORPORATE SEAL)
If no seal, state "none"
By: /s/ JERRY C. BOWLIN
--------------------------------------
President or Vice President of
corporation of General Partner of
limited partnership
Attest:
/s/ JERRY C. BOWLIN
- -----------------------------------
Secretary of Assistant Secretary
STATE OF KANSAS )
) ss
COUNTY OF JOHNSON )
I, Willa G. Cline, a Notary Public, do hereby certify that on the 5th day
of August, 1992, personally appeared before me Jerry C. Bowlin who declares
he/she is the President or Vice President of the corporation, or a General
Partner of the limited partnership, executing the foregoing document and being
first duly sworn, acknowledged that he/she signed the foregoing document in the
capacity therein set forth and declared that the statements therein contained
are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this day and year
before written.
/s/ WILLA G. CLINE
------------------------------------------
Notary Public
My commission Expires 3-24-95.
State of Missouri
Rebecca McDowell Cook, Secretary of State
P.O. Box 778, Jefferson City, MO 65102
Corporation Division
Statement Of Change Of Business Address
by a Registered Agent of a
Foreign Or Domestic For Profit Or Nonprofit Corporation
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Instructions
1. This form is to be used by a registered agent of a for profit or nonprofit
corporation to change the address of the business office of the registered
agent.
2. The filing fee for this change is $10.00. Change must be filed in
DUPLICATE.
3. P.O. Box may only be used in conjunction with a physical street address.
4. Agent and address must be in the State of Missouri.
5. The corporation cannot act as its own registered agent. The registered
agent should sign his/her individual name, unless the registered agent is a
corporation, in which case the execution should be by proper officers.
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Charter No. 109761
The undersigned registered agent, for the purpose of changing its business
office in Missouri, represents that:
1. The name of the corporation is: YELLOW REDEVELOPMENT CORPORATION.
2. The name of the registered agent is: THE PRENTICE-HALL CORPORATION SYSTEM,
INC.
3. The address, including street number, of the present business office of the
registered agent is:
222 East Dunklin Street, Jefferson City, MO 65101.
4. The address, including street number, of the business office of the
registered gent is hereby changed to:
221 Bolivar Street, Jefferson City, Missouri 65101.
5. Notice in writing of the change has been mailed by the registered agent to
the corporation named above.
6. The address of the registered office of the corporation named above and the
business office of the registered agent as changed, is identical.
In affirmation of the facts stated above,
THE PRENTICE-HALL CORPORATION SYSTEM, INC.
By: /s/ John H. Pelletier John H. Pelletier, Asst. VP 4/5/99
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(Authorized Signature of Registered Agent) (Printed Name) (Date)
IN WITNESS WHEREOF, the undersigned corporation or limited partnership has
caused this report to be executed in its name by its PRESIDENT or VICE PRESIDENT
of the corporation, or GENERAL PARTNER of the limited partnership, and attested
to by the assistant secretary if a corporation on the 5th day of August, 1992.
YELLOW REDEVELOPMENT CORPORATION
Name of corporation or limited partnership
By: /s/ JERRY C. BOWLIN
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President or Vice President of corporation
or
General Partner of limited partnership
Attest:
/s/ JERRY C. BOWLIN
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Secretary of Assistant Secretary
State of Kansas
ss
County of Johnson
I, Willa G. Cline, a Notary Public, do hereby certify that on the 5th day
of August, 1992, personally appeared before me Jerry C. Bowlin who declares
he/she is the President or Vice President of the corporation, or a General
Partner of the limited partnership, executing the foregoing document, and being
first duly sworn, acknowledged that he/she signed the foregoing document in the
capacity therein set forth and declared that the statements therein contained
are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
/s/ WILLA G. CLINE
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Notary Public
My commission expires: 3-24-95
State of Missouri
Rebecca McDowell Cook, Secretary of State
James C. Kirkpatrick State Information Center
600 W. main Street, Rm. 322, Jefferson City, MO 65101
STATEMENT OF CHANGE OF REGISTERED AGENT AND/OR
REGISTERED OFFICE
BY A FOREIGN OR DOMESTIC FOR PROFIT OR NONPROFIT CORPORATION
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Instructions
1. This form is to be used by either a for profit or nonprofit corporation to
change either or both the name of its registered agent and/or the address
of its existing registered agent.
2. There is a $10.00 fee for filing this statement It must be in DUPLICATE.
3. P.O. Box may only be used in conjunction with a physical street address.
4. Agent and address must be in the State of Missouri.
5. The corporation may not act as its own agent.
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Charter No. 00109761
(1) The name of the corporation is YELLOW REDEVELOPMENT CORPORATION.
(2) The address, including street and number, of its present registered office
(before change) is: 221 Bolivar Street, Jefferson City, MO 65101.
(3) The address, including street and number, of its registered office is
hereby changed to: 120 South Central Avenue, Clayton, MO 63105.
(4) The name of its present registered agent (before change) is: Prentice-Hall
Corporation System.
(5) The name of the new registered agent is: C T Corporation System
Authorized signature of new registered agent must appear below:
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(May attach separate originally executed written consent to this form in
lieu of this signature)
(6) The address of its registered office and the address of the office of its
registered agent, as changed, will be identical.
(7) The change was authorized by resolution duly adopted by the board of
directors.
In affirmation of the facts stated above,
/s/ WILLIAM F. MARTIN, JR. William F. Martin, Jr.
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(Authorized signature of office or, if applicable, (Printed Name)
chairman of the board
Senior Vice President 3/13/01
(Title) (Printed Name)