EX-99.T3A(2)(32) 33 tm2421979d4_ext3a2-32.htm EXHIBIT 99.T3A(2)(32)

 

Exhibit T3A.2.32

 

MICHIGAN DEPARTMENT OF COMMERCE – CORPORATION AND SECURITIES BUREAU
(FOR BUREAU USE ONLY) FILED Date Received
 
  JUN 15 1990 June 15, 1990
     
  Administrator  
  MICHIGAN DEPARTMENT OF COMMERCE  
  Corporation & Securities Bureau  

 

  ARTICLES OF INCORPORATION
   
  (Domestic Profit Corporation)

 

These Articles of Incorporation are signed by the incorporator for the purpose of forming a profit corporation pursuant to the provisions of Act 284, Public Acts of 1972, as amended as follows:

 

ARTICLE I

 

The name of the corporation is: PDS-1 Michigan, Inc.

 

ARTICLE II

 

The purpose or purposes for which the corporation is formed is to engage in any activity within the purposes for which corporations may be formed under the Business Corporation Act of Michigan.

 

ARTICLE III

 

The total authorized shares: 60,000 shares of common stock.

 

ARTICLE IV

 

The address and mailing address of the initial registered office is 5400 Perry Drive, Pontiac, Michigan 48056.

 

The name of the initial resident agent is Robert A. Berlow.

 

[SEAL]

 

GOLD SEAL APPEARS ONLY ON ORIGINAL

 

 

ARTICLE V

 

The name and address of the incorporator is Gerald T. Lievois, 35th Floor, 400 Renaissance Center, Detroit, Michigan 48243.

 

ARTICLE VI

 

When a compromise or arrangement or a plan of reorganization of this corporation is proposed between this corporation and its creditors or any class of them or between this corporation and its shareholders or any class of them, a court of equity jurisdiction within the state, on application of this corporation or of a creditor or shareholder thereof, or on application of a receiver appointed for the corporation, may order a meeting of the creditors or class of creditors or of the shareholders or class of shareholders to be affected by the proposed compromise or arrangement or reorganization, to be summoned in such manner as the court directs. If a majority in number representing 3/4 in value of the creditors or class of creditors, or of the shareholders or class of shareholders to be affected by the proposed compromise or arrangement or a reorganization of this corporation as a consequence of the compromise or arrangement, the 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 shareholders or class of shareholders and also on this corporation.

 

ARTICLE VII

 

Any action required or permitted by the Act to be taken at an annual or special meeting of shareholders may be taken without a meeting, without prior notice and without a vote, if consents in writing, setting forth the action so taken, are signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote on the action were present and voted. The written consents shall bear the date of signature of each shareholder who signs the consent. No written consents shall be effective to take the corporate action referred to unless, within 60 days after the record date for determining shareholders entitled to express consent to or to dissent from a proposal without a meeting, written consents signed by a sufficient number of shareholders to take the action are delivered to the corporation. Delivery shall be to the corporations registered office, its principal place of business, or an officer or agent of the corporation having custody of the minutes of the proceedings of its shareholders. Delivery made to a corporation's registered office shall be by hand or by certified or registered mail, return receipt requested.

 

[SEAL]

 

GOLD SEAL APPEARS ONLY ON ORIGINAL

 

 

Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to shareholders who have not consented in writing,

 

ARTICLE VIII

 

No director of the corporation shall be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, but the foregoing shall not eliminate or limit the liability of a director for any of the following: (1) a breach of the director's duty of loyalty to the corporation or its shareholders; (2) acts or omissions that are not in good faith or that involve intentional misconduct or a knowing violation of law; (3) a violation of §551 (1) of the Michigan Business Corporation Act (the "MBCA"), or (4) a transaction from which the director derived an improper personal benefit. If the MBCA is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the corporation, in addition to the limitation on personal liability contained in these articles of incorporation, shall be eliminated or limited to the fullest extent permitted by the MBCA as so amended. No amendment or repeal of this Article 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 any director occurring before the effective date of any such amendment or repeal.

 

I, the incorporator, sign my name this 14th day of June, 1990.

 

  /s/ Gerald T. Lievois
  Gerald T. Lievois

 

Please return Filed Articles to:  
   
Gerald T. Lievois  
35th Floor  
400 Renaissance Center  
Detroit, Michigan 48243  

 

[SEAL]

 

GOLD SEAL APPEARS ONLY ON ORIGINAL

 

 

MICHIGAN DEPARTMENT OF COMMERCE — CORPORATION AND SECURITIES BUREAU
(FOR BUREAU USE ONLY) FILED Date Received
  JUL 17 1990
  JUL 24 1990  
     
  Administrator  
  MICHIGAN DEPARTMENT OF COMMERCE  
  Corporation & Securities Bureau  
EXPIRATION DATE:    December 31, 1995    

 

CERTIFICATE OF ASSUMED NAME

For use by Corporations and Limited Partnerships

(Please read Instructions and Paperwork Reduction Act notice on reverse side)

 

Pursuant to the provisions of Act 284, Public Acts of 1972, as amended (profit corporations), Act 162, Public Acts of 1982, as amended (nonprofit corporations), or Act 213, Public Acts of 1982, as amended (limited partnerships), the corporation or limited partnership in item one below executes the following Certificate:

 

1. The true name of the corporation or limited partnership is:  
  PDS-1 Michigan, Inc.       

 

     
2. The identification number assigned by the Bureau is:   2 4 1 - 0 9 0  
     

 

3. The location of the corporate registered office in Michigan or the office at which the limited partnership records are maintained is:  
 

5400 Perry Drive, 

Pontiac, MI  48056  
  (Street Address) (City) (State) (ZIP Code)  
           

 

4. The assumed name under which business is to be transacted is:  
  Perry Drugs--Michigan  

 

  Signed this 30th day of June, 1990
   
  By /s/ Robert A. Berlow
  (Signature)

   
  Robert A. Berlow, Secretary & Senior Vice President
  (Type or Print Name) (Type or Print Name)
     
     
  (Limited Partnerships Only — Indicate Name of General Partner if a corporation or other entity)

 

[SEAL]

 

GOLD SEAL APPEARS ONLY ON ORIGINAL

 

 

DOCUMENT WILL BE RETURNED TO NAME AND MAILING ADDRESS INDICATED IN THE BOX BELOW. Include name, street and number (or P.O. box), city, state and ZIP code. 

  Name of person or organization
remitting fees:
  Perry Drug Stores, Inc.
 
     

Arthur A. Horning

Perry Drug Stores, Inc.

5400 Perry Drive

P.O. Box 1957

Pontiac, Ml 48056 

 

Preparer's name and business telephone number:

   
  Arthur A. Horning
  (313) 674-7752

 

INFORMATION AND INSTRUCTIONS

 

1.     This form is issued under the authority of Act 284, P.A. of 1972, as amended, Act 162, P.A. of 1982, as amended, and Act 213, P.A. of 1982, as amended. The certificate of assumed name cannot be filed until this form, or a comparable document is submitted.

 

2.     Submit one original copy of this document. Upon filing, a microfilm copy will be prepared for the records of the Corporation and Securities Bureau. The original copy will be returned to the address appearing in the box above as evidence of the filing.

 

Since this document must be microfilmed, it is important that the filing be legible. Documents with poor black and white contrast, or otherwise illegible, will be rejected.

 

3.     This certificate is to be used by a corporation or limited partnership desiring to transact business under an assumed name other than the true name of the corporation or limited partnership.

 

4.     The certificate shall be effective for a period expiring on December 31 of the fifth full calendar year following the year in which it was filed, unless a certificate of termination is filed.

 

5.     The same name may be assumed by two or more corporations participating together in any partnership or joint venture; similarly, the same name may be assumed by two or more limited partnerships participating together in any partnership or joint venture.

 

6.     Item 1 — The true name of a corporation is that contained in its most recent articles of incorporation (as amended or restated) or certificate of authority. For limited partnerships, it is the name contained in its most recent certificate of limited partnership (as amended or restated) or application for registration. If a name was placed in item 1(b) of the application for registration, enter that name. Otherwise, enter the name from item 1(a).

 

7.     Item 2 — Enter the identification number previously assigned by the Bureau. If this number is unknown, leave it blank.

 

8.     Item 3 — If a foreign limited partnership, this address must be that shown in item 6 of the application for registration to transact business in Michigan.

 

9.     If a corporation, this certificate must be signed in ink by the president, vice-president, chairperson, or vice-chairperson. If a limited partnership, it must be signed in ink by at least one general partner.

 

10.   FEES: Filing fee (Make remittance payable to State of Michigan)        $10.00

 

11.   Mail form and fee to:

 

Michigan Department of Commerce, Corporation and Securities Bureau, Corporation Division, P.O. Box 30054, Lansing, Ml 48909, Telephone: (517) 334-6302

 

 

[SEAL]

 

GOLD SEAL APPEARS ONLY ON ORIGINAL

 

 

 

[SEAL]

 

GOLD SEAL APPEARS ONLY ON ORIGINAL

 

 

Filed by Corporations Division Administrator        Filing Number: 201887817880         Date: 10/03/2018

 

MICHIGAN DEPARTMENT OF LICENSING AND REGULATORY AFFAIRS

 

FILING ENDORSEMENT

 

This is to Certify that the CERTIFICATE OF ASSUMED NAME

 

for

 

PDS-1 MICHIGAN, INC.

 

ID Number: 800243164

 

to transact business under the assumed name of
RITE AID #4586

 

received by electronic transmission on October 02, 2018, is hereby endorsed.

 

Filed on October 03, 2018, by the Administrator.

 

The document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document.

 

Expiration Date: December 31, 2023

 

  In testimony whereof, I have hereunto set my hand and affixed the Seal of the Department, in the City of Lansing, this 3rd day of October, 2018.
   
  /s/ Julia Dale
  Julia Dale, Director
  Corporations, Securities & Commercial Licensing Bureau

 

[SEAL]

 

GOLD SEAL APPEARS ONLY ON ORIGINAL