Exhibit 3.48
ARTICLES OF AMENDMENT
OF
AMERICAN SEAFOODS COMPANY
Pursuant to R.C.W. 23B.10.060, the undersigned certifies to the following
for purposes of amending the Articles of Incorporation of American Seafoods
Company.
1. The name of the corporation, before the effective date of this
Amendment, is of American Seafoods Company.
2. The following amendment of the Articles of Incorporation was adopted by
the Board of Directors:
The text of Article I was deleted in its entirety and replaced with
the following:
The name of this corporation ASC, Inc.
3. The amendment was adopted by the Board of Directors as of July 10, 2000.
4. The amendment was adopted by the Board of Directors without shareholder
action pursuant to R.C.W. 23B.10.020(5).
DATED as of the 10 day of July, 2000.
/s/ Michael J. Hyde
-------------------------
Michael J. Hyde
President
ARTICLES OF INCORPORATION
OF
AMERICAN SEAFOODS COMPANY
ARTICLE I
---------
The name of this corporation is American Seafoods Company.
ARTICLE II
----------
This corporation has perpetual existence.
ARTICLE III
-----------
The purpose or purposes for which this corporation is organized are:
(1) To manage and operate fishing vessels.
(2) To engage in any other lawful business or activity whatsoever
which may hereafter from time to time be authorized by the Board of
Directors.
ARTICLE IV
----------
The corporation shall have authority to issue One Hundred Thousand
(100,000) shares of common stock in the aggregate in return for such
consideration as shall be determined by the Board of Directors.
ARTICLE V
---------
Shareholders of this corporation have preemptive rights to acquire
additional shares issued by the corporation.
ARTICLE VI
----------
The address of the initial registered office of the corporation is 4200
First Interstate Center, Seattle, Washington 98104-4082, and the name of the
initial registered agent at such address is J. Carl Mundt.
ARTICLE VII
-----------
The initial Board of Directors of the corporation shall consist of three
(3) directors. The following individuals are to serve as directors of the
corporation until the first annual meeting of shareholders and until their
successors are elected and qualify:
Name Address
---- -------
Kjell Rokke Market Place One, Suite 400
2001 Western Avenue
Seattle, Washington 98121
Helge Mogster 5392 Storebo
Norway
Thornton Edward Luttrell, II 2253 Gilman Drive West
Suite 401
Seattle, Washington 98119
-2-
The number of directors of this corporation may be increased or decreased
from time to time in the manner specified in the Bylaws.
ARTICLE VIII
------------
The name and address of the incorporator is:
Name Address
---- -------
Thornton Edward Luttrell, II 2253 Gilman Drive West
Suite 401
Seattle, Washington 98119
ARTICLE IX
----------
The Board of Directors is authorized to make, alter, amend or repeal the
Bylaws of this corporation, subject to the power of the shareholders having
voting power to alter, amend or repeal such Bylaws.
ARTICLE X
---------
At each election for directors every shareholder entitled to vote at such
election has the right to vote in person or by proxy the number of shares of
stock held by him for as many persons as there are directors to be elected and
for whose election he has a right to vote, or to cumulate his votes by giving
one candidate as many votes as the number of such directors multiplied by the
number of his shares shall equal, or by distributing such votes on the same
principle among any number of such candidates.
-3-
ARTICLE XI
----------
The corporation reserves the right to amend, alter, change or repeal any
provision contained in these Articles of Incorporation, in the manner now or
hereafter prescribed by law, and all rights and powers conferred herein on
shareholders and directors are subject to this reserved power.
Dated as of the 20 day of July, 1988.
/s/ Thornton Edward Luttrell, II
-----------------------------
Incorporator
8192a
-4-