EX-3.50 55 c58553_ex3-50.htm

EXHIBIT 3.50

 

State of California

Secretary of State

 

LIMITED LIABILITY COMPANY

ARTICLES OF ORGANIZATION – CONVERSION

 

 

IMPORTANT – Read all instructions before completing this form


 

 

 

CONVERTED ENTITY INFORMATION

 

1.

NAME OF LIMITED LIAIBLITY COMPANY (End the name with the words “Limited Liability Company,” or the abbreviations “LLC” or “L.L.C.” The words “Limited” and “Company” may be abbreviated to “Ltd.” And “Co.”, respectively.

 

 

RTM West, LLC

     

2.

THE PURPOSE OF THE LIMITED LIABILITY COMPANY IS TO ENGAGE IN ANY LAWFUL ACT OR ACTIVITY FOR WHICH A LIMITED LIABLITY COMPANY MAY BE ORGANIZED UNDER THE BEVERLY-KILLEA LIMITED LIABILITY COMPANY ACT.

     

 

 

 

 

3.

THE LIMITED LIABILITY COMPANY WILL BE MANAGED BY (Check only one)

 

o ONE MANAGER

x MORE THAN ONE MANAGER

o ALL LIMITED LIABILITY COMPANY MEMBER(S)

     

 

 

 

 

4.

MAILING ADDRESS OF THE CHIEF EXECUTIVE OFFICE

CITY AND STATE

ZIP CODE

 

1155 Perimeter Center West, Suite 1200

Atlanta, Georgia

30338

       

 

 

5.

NAME OF AGENT FOR SERVICE OF PROCESS (If the agent is an individual, the agent must reside in California and both Items 5 and 6 must be completed. If the agent is a corporation, the agent must have on file with the California Secretary of State a certificate pursuant to Corporations Code section 1505 and Item 5 must be completed (leave Item 6 blank).)

 

Corporation Service Company which will do business in California as CSC-Lawyers Incorporating Service

   

 

 

 

 

 

6.

IF AN INDIVIDUAL, ADDRESS OF AGENT FOR SERVICE OF PROCESS IN CA

CITY

STATE

ZIP CODE

 

 

 

CA

 

 

 

 

 

 

         

 

 

 

 

 

 

CONVERTING ENTITY INFORMATION

 

7.

NAME OF CONVERTING ENTITY

 

 

 

RTM West, Inc.

 

 

 

           

8.

FORM OF ENTITY

9. JURISDICTION

10. CA SECRETARY OF STATE FILE NUMBER, IF ANY

 

 

 

Corporation

                 CA

                 C0693385

 

           

11.

THE PRINCIPAL TERMS OF THE PLAN OF CONVERSION WERE APPROVED BY A VOTE OF THE NUMBER OF INTERESTS OR SHARES OF EACH CLASS THAT EQUALED OR EXCEEDED THE VOTE REQUIRED. IF TA VOTE WAS REQUIRED, PROVIDE THE FOLLOWING FOR EACH CLASS:

 

 

 

 

 

 

 

STATE THE CLASS AND NUMBER OF OUTSTANDING INTERESTE ENTITLED TO VOTE AND THE PERCENTAGE VOTE REQUIRED OF EACH CLASS

 

Common – 25,000

Majority                                                       

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

           

ADDITIONAL INFORMATION

           

12.

ADDITIONAL INFORMATION SET FORTH ON THE ATTACHED PAGES, IF ANY, IS INCORPORATED HEREIN BY THIS REFERENCE AND MADE A PART OF THIS CERTIFICATE.

 

           

13.

I CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT OF MY OWN KNOWLEDGE. I DECLARE I AM THE PERSON WHO EXECUTED THIS INSTRUMENT, WHICH EXECUTION IS MY ACT AND DEED.

 


 

 

 

 

 

 

12-18-2007

 

 

 

 


 

 

 

 

DATE

 

 

 

 

 

 

 

 

 

/s/ NILS H. OKESON

 

Nils H. Okeson, General Counsel & Secretary

 

 


 


 

 

SIGNATURE OF AUTHORIZED PERSON

 

TYPE OR PRINT NAME AND TITLE OF AUTHORIZED PERSON

 

 

 

 

 

 

 

/s/ ROBERT Q. JONES, JR.

 

Robert Q. Jones, Jr., Vice President & Asst. Sec.

 

 


 


 

 

SIGNATURE OF AUTHORIZED PERSON

 

TYPE OR PRINT NAME AND TITLE OF AUTHORIZED PERSON

 

 

 

 

 

 

APPROVED BY SECRETARY OF STATE