EX-3.7 3 dex37.txt ARTICLES OF INCORPORATION OF TEMPUR-PEDIC MEDICAL, INC. Exhibit 3.7 ARTICLES OF AMENDMENT TEMPUR-MEDICAL, INC. March 25, 2004 Pursuant to the provisions of Chapter 271B of the Kentucky Revised Statutes, the undersigned corporation hereby amends its Articles of Incorporation, and for that purpose, submits the following statement: 1. The name of the corporation is Tempur-Medical, Inc. 2. On the date first set forth above, the corporation adopted the following amendment to its Articles of Incorporation so that Article I of such Articles reads in its entirety as set forth below: Article I Name The name of the corporation shall be Tempur-Pedic Medical, Inc. 3. The amendment was adopted by unanimous shareholder action. On the date of adoption of the amendment, the number of outstanding shares of each voting group entitled to vote separate on the amendment, and the vote of such shares was: -------------------------------------------------------------------------------- Number of Number of Number of Undisputed Undisputed Number of Number of Votes Shares Voted Shares Voted Outstanding Votes Entitled Represented at For Against Voting Group Shares to be Cast the Meeting Amendment Amendment -------------------------------------------------------------------------------- Common 100 100 100 100 0 --------------------------------------------------------------------------------
IN WITNESS WHEREOF, the undersigned has executed this written action to be effective as of the date first set forth above. Tempur-Medical, Inc. By: /s/ Jason P. Broyles ----------------------------- Name: Jason P. Broyles ----------------------------- Title: Chief Financial Officer ----------------------------- ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF TEMPUR-PEDIC MEDICAL, INC. ARTICLE I Name The current name of the corporation is Tempur-Pedic Medical, Inc. ARTICLE II Amendment The following amendments to the Articles of Incorporation were adopted by the shareholders of the corporation and the directors of the corporation at shareholder and directors' meetings held on January 8, 1998, in the manner prescribed by the Kentucky Business Corporation Act: RESOLVED, that the company approve the change of name of the corporation to Tempur-Medical, Inc. ARTICLE III Adoption The above amendment was adopted by unanimous vote of both the directors and shareholders at the January 8, 1998 annual meeting of both the Board of Directors and Shareholders. The following shareholders voted for adoption: Shareholder. No. of Shares % of Shares Number Cast Tempur-Pedic, Inc. 100 100% 100 The total number of undisputed votes cast for the amendments was 100 shares which was sufficient for approval by all voting groups. IN WITNESS WHEREOF, the undersigned duly authorized officer has executed these articles of amendment on January 8, 1998. Tempur-Medical, Inc. /s/ David Fogg ---------------------------------------- David Fogg Vice-President This instrument prepared by: /s/ Sam P. Burchett -------------------------------------- SAM P. BURCHETT, ESQ. Attorney At Law PNC Bank Plaza, Suite 810 200 W. Vine Street Lexington, Kentucky 40507-1620 (606) 226-2100 ARTICLES OF INCORPORATION OF TEMPUR-PEDIC MEDICAL, INC. The undersigned incorporator, Sam P. Burchett, executes these articles of incorporation for the purpose of forming and do hereby form a corporation under the laws of the Commonwealth of Kentucky in accordance with the following provisions: ARTICLE I Name The name of the corporation is Tempur-Pedic Medical, Inc. ARTICLE II Registered Office and Resident Agent The street address of the initial registered office of the corporation in the Commonwealth of Kentucky is 848G Nandiao Boulevard, Lexington, Kentucky 40511. The initial registered agent at the same address is Robert B. Trussell, Jr. ARTICLE III Principal Office The mailing address of the principal office of the corporation is: 848 G Nandino Boulevard, Lexington, Kentucky 40511. ARTICLE IV Capital Stock The total number of shares which may be issued by the corporation is 1000. ARTICLE V Incorporator The names and addresses of the incorporator is: Sam P. Burchett, Esq. ALFORD & BURCHETT PNC Bank Plaza, Suite 800 200 W. Vine Street Lexington, Kentucky 40507-1620 ARTICLE VI Board of Directors The business and affairs of the corporation are to be conducted by a board of directors of not less than one (1) nor more than ten (10) members, the number to be set in the manner provided in these articles and in the bylaws. ARTICLE VII Limitation of Personal Liability of Directors A director shall not be liable to the corporation or its shareholders for monetary damages for any act or omission constituting a breach of his duties as a director unless such act or omission (1) is one in which the director has a person financial interest which is in conflict with the financial interests of the corporation or its shareholders; (2) is not in good faith or involves intentional misconduct or is known to the director to be a violation of law; (3) is a vote for or assent to a distribution made in violation of these articles of incorporation or which renders the corporation unable to pay its debts as they become due in the usual course of business or which results in the corporation's total liabilities exceeding its total assets; or (4) is a transaction from which the director derived an improper personal benefit. ARTICLE VIII Effective Date The effective date, pursuant to KRS 271B.I-230(2), shall be delayed with an effective date and time of 12:01 a.m. January 1, 1997. Executed by the incorporator on December 31, 1996. /s/ Sam P. Burchett ---------------------------------------- Sam P. Burchett, Esq. This instrument prepared by: /s/ Sam P. Burchett ------------------------------------- SAM P. BURCHETT, ESQ. ALFORD & BURCHETT PNC Bank Plaza, Suite 800 200 W. Vine Street Lexington, Kentucky 40507-1620 (606) 226-2100