S-4: Registration of securities issued in business combination transactions
Published on August 10, 2010
Exhibit 3.2
|
State of Maryland
Department of
Assessments and Taxation
|
 |
Robert L. Ehrlich, Jr.
|
|
Governor
|
||
|
Ronald W. Wineholt
|
||
|
Director
|
||
|
Charter Division
|
Paul B. Anderson
|
|
|
Administrator
|
|
THE CORPORATION TRUST INCORPORATED
|
________________
|
|
|
300 E LOMBARD ST
|
||
|
BALTIMORE
|
MD 21202-3219
|
|
|
This letter is to confirm acceptance of the following filing:
|
|||
|
ENTITY NAME
|
:
|
_______________
|
|
|
DEPARTMENT ID
|
:
|
_____________
|
|
|
TYPE OF REQUEST
|
:
|
RESOLUTION
|
|
|
DATE FILED
|
:
|
07-17-2003
|
|
|
TIME FILED
|
:
|
03:33-PM
|
|
|
RECORDING FEE
|
:
|
$25.00
|
|
|
EXPEDITED FEE
|
:
|
$50.00
|
|
|
FILING NUMBER
|
:
|
_______________
|
|
|
CUSTOMER ID
|
:
|
0001167917
|
|
|
WORK ORDER NUMBER
|
:
|
0000765930
|
|
|
PLEASE VERIFY THE INFORMATION CONTAINED IN THIS LETTER. NOTIFY THIS DEPARTMENT IN WRITING IF ANY INFORMATION IS INCORRECT. INCLUDE THE CUSTOMER ID AND THE WORK ORDER NUMBER ON ANY INQUIRIES.
|
|||
|
301 West Preston Street, Baltimore, Maryland 21201
|
0002426141
|
|
Telephone (410) 767-1350
|
|
|
MRS (Maryland Relay Service) (800) 735-2258 TT/Voice
|
|
|
Fax (410) 333-7097
|
|
This Form is Used by Entity. The Fee is $10.00.
RESOLUTION TO CHANGE PRINCIPAL OFFICE OR RESIDENT AGENT
The directors/stockholders/general partner/authorized person of________________________________________________________________________
_______________________________________________________________________________________________________,
(Name of Entity)
organized under the laws of Maryland , passes the following resolution:
(State)
_________________
[CHECK APPLICABLE BOX(ES)]
o The principal office is changed from: (old address)
|
|
|
|
to: (new address)
|
|
|
|
x The name and address of the resident agent is changed from:
|
Corporation Service Company
|
|
11 E. Chase Street Baltimore, MD 21207
|
to:
|
THE CORPORATION TRUST INCORPORATED
|
|
300 East Lombard Street, Baltimore, Maryland 21202
|
I certify under penalties of perjury the foregoing is true.
|
/s/ Michael E. Jones
|
|
|
Secretary or Assistant Secretary
|
|
|
General Partner
|
|
|
Authorized Person
|
|
|
Michael E. Jones, Vice President
|
I hereby consent to my designation in this document as resident agent for this entity.
|
THE CORPORATION TRUST INCORPORATED
|
||
|
SIGNED
|
/s/ Linda Tyndell
|
|
|
Resident Agent
|
||
|
Linda Tyndell, Asst. Sec.
|
||
Mail to: State Department of Assessments & Taxation, 301 W. Preston Street, Room 801, Baltimore, MD 21201
ARTICLES OF INCORPORATION FOR A STOCK CORPORATION
|
FIRST: The undersigned
|
Jennifer J. Bakhuyzen
|
|
|
whose address is
|
c/o Dykema Gossett, PLLC, 300 Ottawa Ave., N.W., Suite 700 Grand Rapids, Michigan 49503,
|
|
| being at least eighteen years of age, do(es) hereby form a corporation under the laws of the State of Maryland. | ||
|
SECOND: The name of the corporation is
|
_____________________
|
||
| . | |||
|
THIRD: The purposes for which the corporation is formed are as follows:
|
|||
|
To engage in any activity within the purposes for which corporations may be organized under the Business Corporation Act of Maryland
|
|||
| . | |||
| FOURTH: The street address of the principal office of the corporation in Maryland is | |||
| 9690 Deereco Road, Suite 100, Timonium Maryland 21093 | |||
| . | |||
|
FIFTH: The name of the resident agent of the corporation in Maryland is
|
|||
|
CSC-Lawyers Incorporating Service Company
|
|||
|
whose address is
|
11 East Chase Street, Baltimore, MD 21202
|
||
| . | |||
|
SIXTH: The corporation has authority to issue 1,000 shares at $ 0.01 par value per share.
|
|||
|
SEVENTH: The number of directors of the corporation shall be 3 which number may be increased or decreased pursuant to the bylaws of the corporation, and so long as there are less than three (3) stockholders, the number of directors may be less than three (3) but not less than the number of stockholders, and the name(s) of the director(s) who shall act until the first meeting or until their successors are duly chosen and qualified is/are _________________________________________
|
|||
|
C. Taylor Pickett, Robert Stephenson, and Daniel Booth.
|
|||
|
IN WITNESS WHEREOF, I have signed these articles and acknowledge the same to be my act.
|
I hereby consent to my designation in this document as resident agent for this corporation.
|
|
|
SIGNATURE(S) OF INCORPORATOR(S):
|
SIGNATURE OF RESIDENT AGENT LISTED IN FIFTH:
|
|
|
/s/ Jennifer J. Bakhuyzen
|
/s/ Sylvia M. White
|
|
|
Sylvia M. White Authorized Representative for CSC-Lawyers Incorporating Service Company
|
||
|
|
||
|
|
||
|
|
|
RETURN TO:
Jennifer J. Bakhuyzen |
____________________________
CUST ID : 0000814182
|
||
|
c/o Dykema Gossett, PLLC
|
WORK ORDER : 0000553156
|
||
|
300 Ottawa Ave, N.W., Suite 700
|
DATE : 02-14-2002 02:09 PM
|
||
|
Grand Rapids, Michigan 49503
|
AMT. PAID : $40.00
|
||
|
|
|||
|
2002 FEB 14 A 10:31
|
|
||