Form: S-4

Registration of securities issued in business combination transactions

August 10, 2010

Documents

S-4: Registration of securities issued in business combination transactions

Published on August 10, 2010


Exhibit 3.22
 
 
B842 1107
 
   
APPROVED
 
432443
By:
/s/ [ILLEGIBLE]
   
Date:
12-1-72
 
ARTICLES OF INCORPORATION
Amount:
[ILLEGIBLE]
     
 
OF
280-45 
     
 
HANOVER HOUSE, INC.
 
 
          The undersigned, desiring to form a corporation for profit under the Ohio General Corporation Law, does hereby certify:
 
          FIRST: The name of said corporation shall be HANOVER HOUSE, INC.
 
          SECOND: The place in the State of Ohio where its principal office is to be located is South Euclid in Cuyahoga County.
 
          THIRD: The purpose or purposes for which it is formed are to engage in any lawful act or activity for which corporation may be formed under Sections 1701.01 to 1701.98, inclusive, of the Ohio Revised Code.
 
          FOURTH: The Corporation shall be authorized to issue Five Hundred (500) shares of no par value common stock; all of which, when issued, shall be deemed fully paid and non-assessable.
 
          FIFTH: The amount of stated capital with which the Corporation will begin business is Five Hundred DOLLARS ($500.00).
 
          SIXTH: The Corporation, by its directors, may purchase or redeem shares of any class of stock issued by it at such price and upon such terms as may be agreed upon between the directors and the selling shareholder or shareholders.
 
          SEVENTH: A director of the Corporation shall not be disqualified by his office from dealing or contracting with the Corporation either as a seller, purchaser or otherwise, nor shall any transaction or contract of the Corporation be void or voidable by reason of the fact that any director or any firm of which any director is a member, or any corporation of which any director is a shareholder, officer or director, is in any way interested in such transaction or contract; provided that such transaction or contract is or shall be authorized, ratified or approved either (1) by a vote of the majority of a quorum of directors or of the Executive Committee, without counting in such majority any director so interested or member of a firm so interested; or (2) by the written consent, or by the vote at any shareholders’ meeting of the holders of record of a majority of all the outstanding shares of stock of the Corporation entitled to vote. Nor shall any director be liable to account to the Corporation for any profits realized by or from or through any such transaction or contract of the Corporation authorized, ratified or approved as aforesaid by reason of the fact that he, or any firm.of which he is a member, or any corporation of which he is a shareholder, officer or director, was interested in such transaction or contract. Nothing herein contained shall create liability in the events above-described or prevent the authorization, ratification or approval of such contracts in .any other manner provided by law.

 
 

 
 
B842 1108
 
          EIGHTH: Whenever, under the laws of the State of Ohio, now or hereafter in effect, action is authorized or required to be taken by the vote or consent of the holders of shares entitling them to exercise two-thirds (2/3) of the voting power of the Corporation or of any class or classes of shares thereof, such action shall be effected by the vote, consent or authorization of the holders of shares entitling them to exercise a majority of such voting power unless a greater proportion of votes is made mandatory for such particular action by the laws of the State of Ohio.
 
          NINTH: The Articles of Incorporation may be amended at any time by a vote of the majority of the directors without shareholder approval to the extent permitted by law.
 
          TENTH: No holder of shares of the Corporation shall have any pre-emptive right to subscribe for or to purchase any shares of the Corporation of any class whether such shares or such class be now or hereafter authorized.
 
          ELEVENTH: The Corporation reserves the right at any time, and from time to time, substantially to change, alter, add to or diminish its purposes as specified in these Articles of Incorporation, in any manner now or hereafter permitted by law. Any such change in the purposes of the Corporation, if accomplished in a manner now or hereafter permitted by law, shall be binding and conclusive upon every shareholder of the Corporation as fully as if such shareholder had voted therefor at a meeting of the shareholders authorizing such change, and no shareholder, notwithstanding that he may have voted against such change or objected thereto in writing, shall be entitled to payment of the full or fair cash value of his shares or have any other rights of a dissenting shareholder.
 
          IN WITNESS WHEREOF, I have hereunto subscribed my name this    29th    day of November, 1972.
   
 
/s/ Sidney Garfield
 
          Sidney Garfield
 
ORIGINAL APPOINTMENT OF AGENT
 
          KNOW ALL MEN BY THESE PRESENTS: That ALLAN D. KLEINMAN, of 1100 Citizens Building, in the City of Cleveland 44114 and the County of Cuyahoga, Ohio, a natural person and resident of said County, being the County in which the principal office of HANOVER HOUSE, INC. is located, is hereby appointed Statutory Agent: the person on whom process, tax notices and demands against said HANOVER HOUSE, INC, may be served.
   
 
/s/ Sidney Garfield
 
          Sidney Garfield
   
 
INCORPORATOR
   
 
Cleveland, Ohio
   
 
November 29th, 1972
 
HANOVER HOUSE, INC.
 
Gentlemen: I hereby accept the appointment as the Statutory Agent of your company upon whom process, tax notices and demands may be served.
   
 
/s/ Allan D. Kleinman
 
Allan D. Kleinman, Statutory Agent
 
 
- 2 -

 
 
*200525901344*
                 
DATE:
 
DOCUMENT ID
DESCRIPTION
FILING
EXPED
PENALTY
CERT
COPY
[ILLEGIBLE] 19/2005
 
200525901344
DOMESTIC AGENT SUBSEQUENT
25.00
.00
.00
.00
.00
     
APPOINTMENT (AGS)
         
 
Receipt
This is not a bill. Please do not remit payment
   
 
C.T. CORPORATION SYSTEM
 
17 S. HIGH STREET
 
JAMES TANKS III
 
COLUMBUS, OH 43215

   
STATE OF OHIO
CERTIFICATE
Ohio Secretary of State, J. Kenneth Blackwell
 
432443
 
It is hereby certified that the Secretary of State of Ohio has custody of the business records for
 
HANOVER HOUSE, INC.
 
and, that said business records show the filing and recording of
           
 
Document(s):
 
Document No(s):
 
 
DOMESTIC AGENT SUBSEQUENT APPOINTMENT
 
200525901344  
 
           
 
(logo)
Witness my hand and the seal of the Secretary of State at Columbus, Ohio this 15th day of September, A.D. 2005.
   
       
         
    United States of America  
/s/ J. Kenneth Blackwell
   
   State of Ohio  Ohio Secretary of State    
 
Office of the Secretary of State
 
   
       

 
 

 
 
     
 
B842 1106
 
     
 
RECEIPT AND CERTIFICATE
No. 20694
     
 
HANOVER HOUSE, INC.
 
 
NAME
 
     
 
432443
 
 
NUMBER
 
 
 
DOMESTIC CORPORATIONS
 
ARTICLES OF INCORPORATION
 
AMENDMENT
 
MERGER/CONSOLIDATION 
 
DISSOLUTION
 
AGENT
 
RE-INSTATEMENT
 
CERTIFICATES OF CONTINUED EXISTENCE
 
MISCELLANEOUS
 
FOREIGN CORPORATIONS
 
LICENSE
 
AMENDMENT
 
SURRENDER OF LICENSE
 
APPOINTMENT OF AGENT
 
CHANGE OF ADDRESS OF AGENT
 
CHANGE OF PRINCIPAL OFFICE
 
RE-INSTATEMENT
 
FORM 7
 
PENALTY
 
MISCELLANEOUS FILINGS
 
ANNEXATION/INCORPORATION—CITY OR VILLAGE
 
RESERVATION OF CORPORATE NAMES
 
REGISTRATION OF NAME
 
REGISTRATION OF NAME RENEWALS
 
REGISTRATION OF NAME—CHANGE OF REGISTRANTS ADDRESS
 
TRADE MARK
 
TRADE MARK RENEWAL
 
SERVICE MARK
 
SERVICE MARK RENEWAL
 
MARK OF OWNERSHIP
 
MARK OF OWNERSHIP RENEWAL
 
EQUIPMENT CONTRACT/CHATTEL MORTGAGE
 
POWER OF ATTORNEY
 
SERVICE OF PROCESS
 
MISCELLANEOUS
 
ASSIGNMENT—TRADE MARK, MARK OF OWNERSHIP, SERVICE MARK, REGISTRATION OF NAME
 
          I certify that the attached document was received and filed in the office of TED W. BROWN, Secretary of State, at Columbus, Ohio, on the    1st     day of     December    A. D. 19    72   , and recorded on Roll    B842    at Frame    1106    of the RECORDS OF INCORPORATION and MISCELLANEOUS FILINGS.
 
   
 
/s/ TED W. BROWN
 
          TED W. BROWN,
 
          Secretary of State
 
   
Filed by and Returned To:
     Benesch, Friedlander, Mendelson & Coplan
   
 
     1100 Citizens Bldg.
   
 
     Cleveland, Ohio 44114 Att: Allan D. Kleinman

     
 
FEE RECEIVED:  
$  50.00
   
 
NAME:            HANOVER HOUSE, INC.                                                                                                              

280-45