EX-99.T3A(2)(4) 5 tm2421979d4_ext3a2-4.htm EXHIBIT 99.T3A(2)(4)

 

Exhibit T3A.2.4

 

Val : 12/31/1997 – 59930

$410.00 on 12/31/1997

Draw – 12/31/1997 – 9

 

  FILED
  STATE OF WASHINGTON
   
  DEC 31 1997
   
  RALPH MUNRO
  SECRETARY OF STATE

 

ARTICLES OF INCORPORATION
OF
5277 ASSOCIATES, INC.

 

ARTICLE I

 

Name

 

The name of the corporation (the "Corporation") is 5277 ASSOCIATES, INC.

 

ARTICLE II

 

Authorized Shares

 

The total authorized number of shares of the Corporation is Ten Thousand (10,000) shares of common stock.

 

ARTICLE III

 

Directors

 

The number of directors of the Corporation and the manner in which such directors are to be elected shall be as set forth in the bylaws. The names and addresses of the initial directors are:

 

Name Address
Franklin Brown 30 Hunter Lane
Camp Hill, Pennsylvania 17011
   
Elliot Gerson 30 Hunter Lane
Camp Hill, Pennsylvania 17011
   
Frank Bergonzi 30 Hunter Lane
Camp Hill, Pennsylvania 17011

 

The terms of the initial directors shall expire at the first shareholders' meeting at which directors are elected.

 

-1-

 

 

ARTICLE IV

 

Shareholders' Rights

 

1.            Shareholders of the Corporation have no preemptive rights to acquire additional shares issued by the Corporation.

 

2.            Holders of common stock shall be entitled to receive the net assets of the Corporation upon dissolution.

 

ARTICLE V

 

Voting Rights

 

1.            Holders of common stock shall have unlimited voting rights.

 

2.            At each election of directors, every shareholder entitled to vote at such election has the right to vote the number of shares of stock held by such shareholder for each of the directors to be elected. No Cumulative voting for directors shall be permitted.

 

ARTICLE VI

 

Limitation of Liability of Directors

 

No director of the Corporation shall be personally liable to the Corporation or its shareholders for monetary damages for his or her conduct as a director, which conduct takes place on or after the date this Article becomes effective, except for (i) acts or omissions that involve intentional misconduct or a knowing violation of law by the director, (ii) conduct violating RCW 23B.08.310, or (iii) any transaction from which the director will personally receive a benefit in money, property or services to which the director is not legally entitled. If, after this Article becomes effective, the Washington Business Corporation Act is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be deemed eliminated or limited to the fullest extent permitted by the Washington Business Corporation Act, as so amended. Any amendment to or repeal of this Article shall not adversely affect any right or protection of a director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. This provision shall not eliminate of limit the liability of a director for any act or omission occurring prior to the date this Article becomes effective.

 

-2-

 

 

ARTICLE VII

 

Registered Office

 

The address of the registered office of the Corporation is 4700 Two Union Square, 601 Union Street, Seattle, Washington 98101-2346, and the name of the registered agent at such address is Bogle & Co.

 

ARTICLE VIII

 

Incorporator

 

The name and address of the incorporator is:

 

Name Address
   
Dan P. Hungate Two Union Square
601 Union Street
Seattle, Washington 98101-2346

 

ARTICLE IX

 

Amendment of Articles

 

The Corporation reserves the right of 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: December 30, 1997.

 

  /s/ Dan P. Hungate
  Dan P. Hungate, Incorporator

 

-3-

 

 

CONSENT TO APPOINTMENT AS REGISTERED AGENT

 

The undersigned, a duly elected officer of BOGLE & CO., hereby consents to the appointment of BOGLE & CO. as registered agent, in the State of Washington, for the following corporation (the "Corporation"):

 

5277 ASSOCIATES, INC.

 

It is understood that as agent for the Corporation, it will be the responsibility of Bogle & Co. to accept Service of Process in the name of the Corporation; to forward all mail and license renewals to the appropriate officer(s) of the Corporation; and to immediately notify the Office of the Secretary of State of Bogle & Co.'s resignation or of any changes in the address of the registered office of the Corporation for which Bogle & Co. is agent.

 

  BOGLE & CO.
     
December 30, 1997. By: /s/ Elizabeth M. Stone
    Elizabeth M. Stone
    Legal Assistant
     
  Bogle & Co.
  4700 Two Union Square
  601 Union Street
  Seattle, Washington 98101-2346

 

 

 

 

I, Kim Wyman, Secretary of State of the State of Washington and custodian of its seal, hereby certify the foregoing is a true and accurate copy of the record on file in this office.  
   
Nov 27 2018  
   
Given under my hand and the Seal of the State of Washington in Olympia, the State Capital.  
    [SEAL]  
Total Pages:   5    /s/ Kim Wyman  

 

 

 

 

   
   
STATE of WASHINGTON SECRETARY of STATE
   
   

 

Corporation Name:

 

5277 ASSOCIATES, INC.

% BOGLE & CO

601 UNION ST # 4700

SEATTLE WA 98101-2346

 

U.B.I. Number:

601 842 139

 

CANCELLED

 

REINSTATED   9-21-99.

 

CERTIFICATE OF
ADMINISTRATIVE DISSOLUTION

 

In accordance with, RCW 23B.14.210, the above corporation is hereby administratively dissolved as of March 22, 1999.

 

This action was taken due to the failure of the corporation to file an annual list of officers/license renewal within the time set forth by law.

 

A copy of this certificate is on file in this office:

 

Corporations Division

Office of the Secretary of State

505 E. Union Avenue PM-21

Olympia, Washington 98504-0419

(360) 753-7115

 

 2572 6639
  
Given under my hand and the seal of the State of Washington at Olympia, the State Capital.
  
/s/ Ralph Munro
Ralph Munro, Secretary of State

 

 

 

 

I, Kim Wyman, Secretary of State of the State of Washington and custodian of its seal, hereby certify the foregoing is a true and accurate copy of the record on file in this office.  
   
Nov 27 2018  
   
Given under my hand and the Seal of the State of Washington in Olympia, the State Capital.  
    [SEAL]  
Total Pages: 1    /s/ Kim Wyman  

 

 

 

 

STATE of WASHINGTON

 

 

SECRETARY of STATE

 

I, RALPH MUNRO, Secretary of State of the state of Washington and custodian of its seal, hereby issue this

 

CERTIFICATE OF REINSTATEMENT

 

to

 

5277 ASSOCIATES, INC.

 

a Washington Profit corporation.

 

An Application for Reinstatement was approved and filed for record in this office as of the date indicated below.

 

UBI Number: 601 842 139Date: September 21, 1999

 

[SEAL]Given under my hand and the Seal of the State of Washington at Olympia, the State Capital
  
 /s/ Ralph Munro
 Ralph Munro, Secretary of State

 

 

 

 

601 842 139

 

   
   
STATE of WASHINGTON SECRETARY of STATE
   
   

 

Corporations Division • 505 E. Union Avenue • PO Box 40234 • Olympia, WA 98504-0234 • 360/753-7115 • Fax 360/664-0055

 

  FILED
STATE OF WASHINGTON
   
  SEP 21 1999
   
  RALPAH MUNRO
SECRETARY OF STATE

 

APPLICATION FOR REINSTATEMENT

OF A

DOMESTIC (WASHINGTON) CORPORATION

RCW 23B.14.220

 

Pursuant to RCW 23B.14.220 of the Washington Business Corporation Act, the undersigned corporation applies for reinstatement and states the following:

 

1)This form must be submitted along with corporate reinstatement report and Appropriate fees.

 

2)The corporate name on the date of administrative dissolution was: 5277 ASSOCIATES, INC.

 

3)The date of administrative dissolution was:        March 22, 1999

 

4)The corporate name listed above meets the requirements of RCW 23B.04.010. If the corporate name no longer meets these requirements, Articles of Amendment are included with the reinstatement application.

 

5)The following is an explanation to show that the grounds for administrative dissolution either did not exist or have been eliminated. (Check one or more of the following statements):

 

¨The license fees are hereby tendered.
   
 ¨NSF/Account closed fees are hereby tendered.
   
 xThe annual report (list of officers/directors) has been completed and is hereby submitted for filing.
   
 ¨Their registered agent and/or registered office address in Washington has been designated on the corporate reinstatement report. (If the registered agent is other than the agent at the time of dissolution, the written consent of the new registered agent must appear in the space provided.)

 

/s/ Joseph Speaker   

Joseph Speaker

Senior V.P. and Treasurer

 

Signature of Officer or Chairman of Board of DirectorsDate

 

Val: 09/21/1999 – 29298
$196.50 on 09/21/21999
Check – 09/20/1999 – 1608200 

 

 

 

 

 

 

ATTACHMENT
5277 ASSOCIATES, INC.
601 842 139

 

OFFICERS

 

President Charles R. Kibler 30 Hunter Lane
Camp Hill, PA 17011
     
Executive V.P. Frank Bergonzi 30 Hunter Lane
Camp Hill, PA 17011
     
Senior V.P. and Treasurer Joseph Speaker 30 Hunter Lane
Camp Hill, PA 17011
     
Senior V.P. and Asst. Treasurer Elliot Gerson 30 Hunter Lane
Camp Hill, PA 17011
     
Vice President Jamesh Krahulee 30 Hunter Lane
Camp Hill, PA 17011
     
Vice President and Secretary I. Lawrence Gelman 30 Hunter Lane
Camp Hill, PA 17011

 

DIRECTORS

 

Frank Bergonzi 30 Hunter Lane
Camp Hill, PA 17011
   
Elliot Gerson 30 Hunter Lane
Camp Hill, PA 17011
   
James Krahulee 30 Hunter Lane
Camp Hill, PA 17011

 

 

 

 

I, Kim Wyman, Secretary of State of the State of Washington and custodian of its seal, hereby certify the foregoing is a true and accurate copy of the record on file in this office.  
   
Nov 27 2018  
   
Given under my hand and the Seal of the State of Washington in Olympia, the State Capital.  
    [SEAL]  
Total Pages:   4    /s/ Kim Wyman  

 

 

 

 

   
   
STATE of WASHINGTON SECRETARY of STATE
   
   

 

Corporation Name:

 

5277 ASSOCIATES, INC.
% BOGLE & CO
601 UNION ST # 4700
SEATTLE WA 98101-2346

 

U.B.I. Number:
601 842 139

 

CANCELLED

 

REINSTATED JUN 13 2000

 

CERTIFICATE OF
ADMINISTRATIVE DISSOLUTION

 

In accordance with RCW 23B.14.210, the above corporation is hereby administratively dissolved as of March 20, 2000.

 

This action was taken due to the failure of the corporation to file an annual list of officers/license renewal within the time set forth by law.

 

A copy of this certificate is on file in this office:

 

Corporations Division
Office of the Secretary of State
505 E. Union Avenue PM-21
Olympia, Washington 98504-0419
(360) 753-7115

 

 2572 6639
  
Given under my hand and the seal of the State of Washington at Olympia, the State Capital.
  
/s/ Ralph Munro
Ralph Munro, Secretary of State

 

 

 

 

I, Kim Wyman, Secretary of State of the State of Washington and custodian of its seal, hereby certify the foregoing is a true and accurate copy of the record on file in this office.  
   
Nov 27 2018  
   
Given under my hand and the Seal of the State of Washington in Olympia, the State Capital.  
    [SEAL]  
Total Pages:   1    /s/ Kim Wyman  

 

 

 

 

STATE of WASHINGTON

 

 

SECRETARY of STATE

 

I, RALPH MUNRO, Secretary of State of the State of Washington and custodian of its seal, hereby issue this

 

CERTIFICATE OF REINSTATEMENT

 

to

 

5277 ASSOCIATES, INC.

 

a Washington Profit corporation.

 

An Application for Reinstatement was approved and filed for record in this office as of the date indicated below.

 

 

UBI Number: 601 842 139Date: June 13, 2000

 

[SEAL]Given under my hand and the Seal of the State of Washington at Olympia, the State Capital
  
 /s/ Ralph Munro
 Ralph Munro, Secretary of State

 

 

 

 

   
   
STATE of WASHINGTON SECRETARY of STATE
   
   

 

Corporations Division • 505 E. Union Avenue • PO Box 40234 • Olympia, WA 98504-0234 • 360/753-7115 • Fax 360/884-0055

 

  FILED
STATE OF WASHINGTON
   
  JUN 13 2000
   
  RALPH MUNRO
  SECRETARY OF STATE

 

APPLICATION FOR REINSTATEMENT

OF A

DOMESTIC (WASHINGTON) CORPORATION

RCW 23B.14.220

 

Pursuant to RCW 23B.14.220 of the Washington Business Corporation Act, the undersigned corporation applies for reinstatement and states the following:

 

1)This form must be submitted along with corporate reinstatement report and Appropriate fees.

 

2)The corporate name on the date of administrative dissolution was: 5277 ASSOCIATES, INC.

 

3)The date of administrative dissolution was:      March 20, 2000

 

4)The corporate name listed above meets the requirements of RCW 23B.04.010. If the corporate name no longer meets these requirements, Articles of Amendment are included with the reinstatement application.

 

5)The following is an explanation to show that the grounds for administrative dissolution either did not exist or have been eliminated. (Check one or more of the following statements):

 

¨The license fees are hereby tendered.
   
 ¨NSF/Account closed fees are hereby tendered.
   
 xThe annual report (list of officers/directors) have been completed and is hereby submitted for filing.
   
 ¨Their registered agent and/or registered office address in Washington has been designated on the corporate reinstatement report. (If the registered agent is other than the agent at the time of dissolution, the written consent of the new registered agent must appear in the space provided.)

 

/s/ Richard Varmecky V. P.   6-12-00
Signature of Officer or Chairman of Board of Directors   Date

 

 

Type or Print Name and TitlePRI

 

Val: 06/13/2000 – 134662

$236.50 on 06/13/2000

Check – 06/13/2000 – 10510

 

 

 

 

 

 

 

I, Kim Wyman, Secretary of State of the State of Washington and custodian of its seal, hereby certify the foregoing is a true and accurate copy of the record on file in this office.  
   
Nov 27 2018  
   
Given under my hand and the Seal of the State of Washington in Olympia, the State Capital.  
    [SEAL]  
Total Pages:   3    /s/ Kim Wyman