EX-3.164 136 nt10014532x1_ex3-164.htm EXHIBIT 3.164

Exhibit 3.164
 
ARTICLES OF INCORPORATION
 
OF
 
SIHI NEW ZEALAND HOLDCO, INC.
 
FIRST
Name
 
The name of the corporation is SIHI New Zealand Holdco, Inc. (the “Corporation”).
 
SECOND
Registered Office
 
The registered office of the Corporation in the State of Kansas is located at 200 S.W. 30th Street, Topeka, Kansas 66611, Shawnee County. The name of its resident agent at such address is Corporation Service Company.
 
THIRD
Nature of Business
 
The nature of the business or purposes to be conducted by the Corporation is:
 
To engage in any lawful act or activity for which corporations may be organized under the Kansas General Corporation Code.
 
FOURTH.
Stock
 
The total number of shares of stock which the Corporation shall have authority to issue is one thousand (1,000) shares of common stock, each of such shares of common stock to have a par value of $1.00 per share, and such shares may be issued by the Corporation from tune to time for such consideration as fixed from time to time by the Board of Directors.
 
Each stockholder of the Corporation shall be entitled to one vote for each share of stock held of record on the books of the Corporation.
 
FIFTH
Incorporator
 
The name and mailing address of the incorporator is as follows:
 

Name
Mailing Address
D. Brett Haring
6200 Sprint Parkway
 
Overland Park, Kansas 66251

SIXTH
Existence
 
The Corporation shall have perpetual existence.
 
SEVENTH
Bylaws
 
The Board of Directors is authorized to make, amend or repeal the Bylaws of the Corporation. Election of directors need not be by written ballot.
 
EIGHTH
Limitation of Liability
 
No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damage S for breach of fiduciary duty by such director as a director; provided, however,  that this ARTICLE EIGHTH shall not eliminate or limit the liability of a director to the extent provided by applicable law (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts of omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) under K.S.A. Section 17-6424 and amendments thereto or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this ARTICLE EIGHTH shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.
 
NINTH
Insolvency
 
Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them or between this Corporation and its stockholders or any class of them, any court of competent jurisdiction within the State of Kansas, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of K.S.A. Section 17-6901 and amendments thereto, or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of K.S.A. Section 17-6808 and amendments thereto, may order a meeting of the creditors or class of creditors, or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the court directs. If a majority in number representing three-fourths in v4ue of the creditors or class of creditors, or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the reorganization, if sanctioned by the court to which the application has been made, shall be binding on all the creditors or class of creditors, or on all the stockholders, or class of stockholders of this Corporation, as the case may be, and also on this Corporation.
 
2

 TENTH
Indemnification
 
The Corporation shall indemnify its officers, directors, employees and agents to the fullest extent permitted by the Kansas General Corporation Code.
 
THE UNDERSIGNED, being the incorporator above named, for the purposes of forming a corporation pursuant to the Kansas General Corporation Code, has signed this instrument on the 26th day of June, 2002, and does thereby acknowledge that it is his act and deed and that the facts stated therein are true.
 
 
/s/ D. Brett Haring
 
D. Brett Haring
3

RGO
53-25
KANSAS SECRETARY OF STATE
Change of Resident Agent Name and/or
Registered Office Address by
Resident Agent
 
CONTACT: Kansas Office of the Secretary of State
 
Memorial Hall, 1st Floor
120 S.W. 10th Avenue
Topeka, KS 66612-1594
(785) 296-4564
kssos@sos.ks.gov
www.sos.ks.gov

FILER: 384-286-1
 
INSTRUCTIONS: All information must be completed or this document will not be accepted for filing.  Please read instructions sheet before completing.
 
1.          I, Corporation Service Company, the resident agent for the entity(ies) listed below, do hereby certify that I have changed my name and/or the registered office address in the state of Kansas for the following business entity(ies):
 
1. I, Corporation Service Company, the resident agent for the entity(ies) listed below, do hereby certify that I have changed my name and/or the registered office address in the state of Kansas for the following business entity(ies):

2. Business entity ID number:
This is not the Federal Employer ID Number (FEIN)
See attached list
 
 
3. Business entity name:
Name must match the name on record with the Secretary of State
See attached list
 
 
4. State/Country of organization:
See attached list
   
5. Current resident agent name and registered office address:
Address must be a street address
A PO box is unacceptable
Corporation Service Company
Name
200 S.W. 30th Street
Street Address
Topeka
Kansas
66611
 
CIty
 State  Zip
6. New resident agent name and registered office address:
Address must be a street address
A PO box is unacceptable
Corporation Service Company
Name
2900 S. Wanamaker Drive, Suite 204
Street Address
Topeka
Kansas
66614
 
 City
State
  Zip
7.  Effective date:
☐ Upon filing
 
☒ Future effective date
July
13,
2012
Month
Day
Year
8. I declare under penalty of perjury under the laws of the state of Kansas that the foregoing is true and correct and that i have remitted the required fee.
 
 /s/ John H. Pelletier
   
Signature of resident agent
 
Date (month, day, year)
     
John H. Pelletier, Assistant Vice President          
   
Name of signer (printed or typed)