EX-3.23 25 a06-6471_1ex3d23.htm EX. 3.23

Exhibit 3.23

 

Form BCA-2.10

 

ARTICLES OF INCORPORATION

 

 

 

 

 

 

 

(Rev. Jan. 1999)

 

This space for use by Secretary of State

 

SUBMIT IN DUPLICATE!

 

 

 

 

 

Jesse White

 

FILED

 

 

Secretary of State

 

JUL 21 2000

 

This space for use by

Department of Business Services

 

 

 

Secretary of State

Springfield, IL 62756

 

JESSE WHITE

 

Date  7-21-00

http://www.sos.state.il.us

 

SECRETARY OF STATE

 

Franchise Tax

$ 25

 

 

 

 

Filing Fee

$ 75

 

 

 

 

 

 100

Payment must be made by certified check, cashier’s check, Illinois attorney’s check, Illinois C.P.A.’s check or money order, payable to “Secretary of State.”

 

 

 

Approved by:

 

1.

CORPORATE NAME:

KH Financial Holding Company

 

 

 

 

 

(The corporate name must contain the word “corporation”, “company”, “incorporated”, “limited” or an abbreviation thereof.)

 

 

 

 

 

2.

Initial Registered Agent:

Jacqueline

D.

Butler

 

 

First Name

Middle Initial

Last Name

 

Initial Registered Office:

5999 New Wilke Road

 

504

 

 

Number

Street

Suite #

 

 

Rolling Meadows IL

Cook

60008

 

 

City

County

Zip Code

 

44

3.

Purpose or purposes for which the corporation is organized:
(If not sufficient space to cover this point, add one or more sheets of this size.)

 

The transaction of any or all lawful busineses for which corporation may be incorporated under the Illinois Business Corporation Act.

 

 

4.

Paragraph 1: Authorized Shares, Issued Shares and Consideration Received:

 

 

 

 

 

Class

Par Value
per Share

 

Number of Shares
Authorized

Number of Shares
Proposed to be issued

Consideration to be
Received Therefor

 

Common

$ -0-

 

1,000

100

$1,000.00

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL =  $1,000.00

 

Paragraph 2: The preferences, qualifications, limitations, restrictions and special or relative rights in respect of the shares of each class are: None
(If not sufficient space to cover this point, add one or more sheets of this size.)

6117-0863

 

 

 

PAID

 

JUL 21 2000

 

Expedited Services

 

 

 

 

 

 

 

 

(over)

 

 



 

5. OPTIONAL:

(a)

Number of directors constituting the initial board of directors of the corporation:

 

(b)

Names and addresses of the persons, who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and quality:

 

 

Name

Residential Address

City, State, ZIP

 

 

 

 

6. OPTIONAL:

(a)

It is estimated that the value of all property to be owned by the corporation for the following year wherever located will be:

 

 

(b)

It is estimated that the value of all property to be located within the State of Illinois during the following year will be:

 

 

(c)

It is estimated that the gross amount of business that will be transacted by the corporation during the following year will be:

 

 

(d)

It is estimated that the gross amount of business that will be transacted from places of business in the State of Illinois during the following year will be:

 

 

 

 

 

7. OPTIONAL:

OTHER PROVISIONS

 

 

 

Attach a separate sheet of this size for any other provision to be included in the Articles of Incorporation, e.g., authorizing preemptive rights, denying cumulative voting, regulating internal affairs, voting majority requirements, fixing a duration other than perpetual, etc.

 

 

 

 

8.

NAME(S) & ADDRESS(ES) OF INCORPORATOR(S)

The undersigned incorporator(s) hereby declare(s), under penalties of perjury, that the statements made in the foregoing Articles of Incorporation are true.

 

Dated

         July 19            ,

2000

 

(Month & Day)

Year

 

 

 

 

 

Signature and Name

 

Address

 

1.

/s/ James A. Moehling

 

1.

85th Floor, Sears Tower

 

 

Signature

 

 

Street

 

 

James A. Moehling

 

 

Chicago,

IL

60606

 

 

(Type or Print Name)

 

 

City/Town

State

Zip Code

 

2.

 

 

2.

 

 

 

Signature

 

 

Street

 

 

 

 

 

 

 

 

(Type or Print Name)

 

 

City/Town                State                          Zip Code

 

3.

 

 

3.

 

 

 

Signature

 

 

Street

 

 

 

 

 

 

 

 

(Type or Print Name)

 

 

City/Town                State                          Zip Code

 

(Signatures must be in BLACK INK on original document. Carbon copy, photocopy or rubber stamp signatures may only be used on conformed copies.)

NOTE: If a corporation acts as incorporator, the name of the corporation and the state of incorporation shall be shown and the execution shall be by its president or vice president and verified by him, and attested by its secretary or assistant secretary.

 

FEE SCHEDULE

 

                            The Initial franchise tax is assessed at the rate of 15/100 of 1 percent ($1.50 per $1,000) on the paid-in capital represented in this state, with a minimum of $25.

                            The filing fee is $75.

                            The minimum total due (franchise tax + filing fee) is $100.

(Applies when the Consideration to be Received as set forth in Item 4 does not exceed $16,667)

                            The Department of Business Services in Springfield will provide assistance in calculating the total fees if necessary.

Illinois Secretary of State             Springfield, IL 62756

Department of Business Services Telephone (217) 782-9522 or 782-9523

C-162.2



 

File # 6117 086 3

 

 

 

 

Form BCA-5.10

 

 

 

 

NFP-105.10 

 

 

 

 

(Rev. Jan. 1999)

 

 

 

 

 

 

 

 

 

Jesse White

 

 

 

 

Secretary of State

 

 

 

 

Department of Business Services

 

 

 

SUBMIT IN DUPLICATE

Springfield, IL 62756

 

FILED

 

 

Telephone (217) 782-3647

 

OCT 09 2001

 

This space for use by

http://www.sos.state.il.us

 

JESSE WHITE

 

Secretary of State

 

 

SECRETARY OF STATE

 

Date   OCT 09 2001

 

 

 

 

 

 

 

 

 

Filing Fee $5

 

 

 

 

Approved:

/s/ [ILLEGIBLE]

STATEMENT OF

 

 

 

 

CHANGE

 

 

 

Remit payment in check or

OF REGISTERED AGENT

 

 

 

money order, payable to

AND/OR REGISTERED

 

Type or print in black ink only.

 

“Secretary of State.”

OFFICE

 

See reverse side for signature(s).

 

 

 

 

 

 

PAID

 

 

 

 

OCT 10 2001

 

 

 

 

Expedited Services

 

1.

 

CORPORATE NAME:

KH Financial Holding Company


2.

 

STATE OR COUNTRY OF INCORPORATION:

Illinois

 

 

 

3.

 

Name and address of the registered agent and registered office as they appear on the records of the office of the Secretary of State (before change):

 

 

 

Registered Agent

Jacqueline

D

Butler

 

 

 

 

First Name

Middle Name

Last Name

 

 

 

Registered Office

5999 New Wilke Road, Suite 504

 

 

 

 

 

Number

Street

Suite No. (A.P.O. Box alone is not acceptable)

 

 

 

 

Rolling Meadows

60008

Cook

 

 

 

 

City

Zip Code

County

4.

 

Name and address of the registered agent and registered office shall be (after all changes herein reported):

 

 

 

 

 

 

Registered Agent

CT Corporation System

 

 

 

 

 

 

First Name

Middle Name

Last Name

 

 

 

Registered Office

c/o CT Corporation System, 208 South LaSalle Street

 

 

 

 

 

Number

Street

Suite No. (A.P.O. Box alone is not acceptable)

 

 

 

 

Chicago

60604

Cook

 

 

 

 

City

Zip Code

County

 



 

5.

 

The address of the registered office and the address of the business office of the registered agent, as changed,
will be identical.

 

 

 

6.

 

The above change was authorized by:  (“X” one box only)

 

 

a.

  ý  By resolution duly adopted by the board of directors.

(Note 5)

 

 

b.

  o  By action of the registered agent.

(Note 6)

 

NOTE: When the registered agent changes, the signatures of both president and secretary are required.

7.         (If authorized by the board of directors, sign here. See Note 5)

The undersigned corporation has caused this statement to be signed by its duly authorized officers, each of whom affirms, under penalties of perjury, that the facts stated herein are true.

 

Dated

October 3

,

2001

 

 

KH Financial Holding Company

 

(Month & Day)

 

(Year)

 

 

(Exact Name of Corporation)

 

 

 

 

 

attested by

/s/ JoAnn Peterson

 

by

/s/ Hal H. Barber

 

(Signature of Secretary or Assistant Secretary)

 

 

(Signature of President or Vice President)

 

 

 

 

 

 

JoAnn Peterson, Secretary

 

Hal H. Barber, Senior Vice President-Finance

 

(Type or Print Name and Title)

 

(Type or Print Name and Title)

 

(If change of registered office by registered agent, sign here. See Note 6)

The undersigned, under penalties of perjury, affirms that the facts stated herein are true.

 

Dated

 

,

 

 

 

 

 

(Month & Day)

 

(Year)

 

 

(Signature of Registered Agent of Record)

 

NOTES

 

1.                          The registered office may, but need not be the same as the principal office of the corporation. However, the registered office and the office address of the registered agent must be the same.

 

2.                          The registered office must include a street or road address; a post office box number alone is not acceptable.

 

3.                          A corporation cannot act as its own registered agent.

 

4.                          If the registered office is changed from one county to another, then the corporation must file with the recorder of deeds of the new county a certified copy of the articles of incorporation and a certified copy of the statement of change of registered office. Such certified copies may be obtained ONLY from the Secretary of State.

 

5.                          Any change of registered agent must be by resolution adopted by the board of directors. This statement must then be signed by the president (or vice-president) and by the secretary (or an assistant secretary).

 

6.                          The registered agent may report a change of the registered office of the corporation for which he or she is registered agent. When the agent reports such a change, this statement must be signed by the registered agent.