Exhibit 3.7
ARTICLES OF AMENDMENT
TEMPUR-MEDICAL, INC.
March 25, 2004
Pursuant to the provisions of Chapter 271B of the Kentucky Revised Statutes,
the undersigned corporation hereby amends its Articles of Incorporation, and
for that purpose, submits the following statement:
1. The name of the corporation is Tempur-Medical, Inc.
2. On the date first set forth above, the corporation adopted the following
amendment to its Articles of Incorporation so that Article I of such Articles
reads in its entirety as set forth below:
Article I
Name
The name of the corporation shall be Tempur-Pedic Medical, Inc.
3. The amendment was adopted by unanimous shareholder action. On the date of
adoption of the amendment, the number of outstanding shares of each voting
group entitled to vote separate on the amendment, and the vote of such shares
was:
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Number of Number of
Number of Undisputed Undisputed
Number of Number of Votes Shares Voted Shares Voted
Outstanding Votes Entitled Represented at For Against
Voting Group Shares to be Cast the Meeting Amendment Amendment
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Common 100 100 100 100 0
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IN WITNESS WHEREOF, the undersigned has executed this written action to be
effective as of the date first set forth above.
Tempur-Medical, Inc.
By: /s/ Jason P. Broyles
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Name: Jason P. Broyles
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Title: Chief Financial Officer
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ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION
OF
TEMPUR-PEDIC MEDICAL, INC.
ARTICLE I
Name
The current name of the corporation is Tempur-Pedic Medical, Inc.
ARTICLE II
Amendment
The following amendments to the Articles of Incorporation were adopted by
the shareholders of the corporation and the directors of the corporation at
shareholder and directors' meetings held on January 8, 1998, in the manner
prescribed by the Kentucky Business Corporation Act:
RESOLVED, that the company approve the change of name of the corporation to
Tempur-Medical, Inc.
ARTICLE III
Adoption
The above amendment was adopted by unanimous vote of both the directors and
shareholders at the January 8, 1998 annual meeting of both the Board of
Directors and Shareholders. The following shareholders voted for adoption:
Shareholder. No. of Shares % of Shares Number Cast
Tempur-Pedic, Inc. 100 100% 100
The total number of undisputed votes cast for the amendments was 100 shares
which was sufficient for approval by all voting groups.
IN WITNESS WHEREOF, the undersigned duly authorized officer has executed
these articles of amendment on January 8, 1998.
Tempur-Medical, Inc.
/s/ David Fogg
----------------------------------------
David Fogg
Vice-President
This instrument prepared by:
/s/ Sam P. Burchett
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SAM P. BURCHETT, ESQ.
Attorney At Law
PNC Bank Plaza, Suite 810
200 W. Vine Street
Lexington, Kentucky 40507-1620
(606) 226-2100
ARTICLES OF INCORPORATION
OF
TEMPUR-PEDIC MEDICAL, INC.
The undersigned incorporator, Sam P. Burchett, executes these articles of
incorporation for the purpose of forming and do hereby form a corporation under
the laws of the Commonwealth of Kentucky in accordance with the following
provisions:
ARTICLE I
Name
The name of the corporation is Tempur-Pedic Medical, Inc.
ARTICLE II
Registered Office and Resident Agent
The street address of the initial registered office of the corporation in
the Commonwealth of Kentucky is 848G Nandiao Boulevard, Lexington, Kentucky
40511.
The initial registered agent at the same address is Robert B. Trussell, Jr.
ARTICLE III
Principal Office
The mailing address of the principal office of the corporation is:
848 G Nandino Boulevard, Lexington, Kentucky 40511.
ARTICLE IV
Capital Stock
The total number of shares which may be issued by the corporation is 1000.
ARTICLE V
Incorporator
The names and addresses of the incorporator is:
Sam P. Burchett, Esq.
ALFORD & BURCHETT
PNC Bank Plaza, Suite 800
200 W. Vine Street
Lexington, Kentucky 40507-1620
ARTICLE VI
Board of Directors
The business and affairs of the corporation are to be conducted by a board
of directors of not less than one (1) nor more than ten (10) members, the number
to be set in the manner provided in these articles and in the bylaws.
ARTICLE VII
Limitation of Personal Liability of Directors
A director shall not be liable to the corporation or its shareholders for
monetary damages for any act or omission constituting a breach of his duties as
a director unless such act or omission (1) is one in which the director has a
person financial interest which is in conflict with the financial interests of
the corporation or its shareholders; (2) is not in good faith or involves
intentional misconduct or is known to the director to be a violation of law; (3)
is a vote for or assent to a distribution made in violation of these articles of
incorporation or which renders the corporation unable to pay its debts as they
become due in the usual course of business or which results in the corporation's
total liabilities exceeding its total assets; or (4) is a transaction from which
the director derived an improper personal benefit.
ARTICLE VIII
Effective Date
The effective date, pursuant to KRS 271B.I-230(2), shall be delayed with an
effective date and time of 12:01 a.m. January 1, 1997.
Executed by the incorporator on December 31, 1996.
/s/ Sam P. Burchett
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Sam P. Burchett, Esq.
This instrument prepared by:
/s/ Sam P. Burchett
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SAM P. BURCHETT, ESQ.
ALFORD & BURCHETT
PNC Bank Plaza, Suite 800
200 W. Vine Street
Lexington, Kentucky 40507-1620
(606) 226-2100