EX-3.34 32 dex334.htm CERTIFICATE OF LIMITED PARTNERSHIP Certificate of Limited Partnership

Exhibit 3.34

 

CERTIFICATE OF LIMITED PARTNERSHIP

 

OF

 

HUGHES PLUMBING SUPPLY, LTD.

 

(a Florida limited partnership)

 

The undersigned, desiring to form a limited partnership pursuant to the laws of the State of Florida, does hereby certify as follows:

 

1. Name. The name of the limited partnership is as follows:

 

Hughes Plumbing Supply, Ltd.

 

2. Address. The street address of the principal place of business and the mailing address for the limited partnership are as follows:

 

One Hughes Way

Orlando, FL 32805

 

3. Registered Agent. The address of the office and the name and address of the agent for service of process required to be maintained by Section 620.105, Florida Statutes, are as follows:

 

Corporation Service Company

1201 Hayes Street

Tallahassee, FL 32301

 

4. General Partner. The name and business address of the general partner of the limited partnership are as follows:

 

Hughes GP & Management, Inc.

One Hughes Way

Orlando, FL 32805

 

5. Termination. The latest date upon which the limited partnership is to dissolve is December 31, 2054.

 


Under penalties of perjury, the undersigned declares that it has read the foregoing and knows the contents thereof and that the facts stated therein are true and correct.

 

Signed this 19th day of November, 2004.

 

GENERAL PARTNER:

HUGHES GP & MANAGEMENT, INC.

By:  

/s/ John Z. Paré

Name:

 

John Z. Paré

Title:

 

Secretary

 

2


 

ACCEPTANCE OF DESIGNATION AS REGISTERED AGENT

AND AGENT FOR SERVICE OF PROCESS

 

The undersigned, having been designated the Agent for Service of Process, pursuant to Section 620.105, Florida Statutes, and Registered Agent, pursuant to Section 620.192, Florida Statutes, of Hughes Plumbing Supply, Ltd., a limited partnership to be formed concurrently herewith under the Florida Revised Uniform Limited Partnership Act (1986), does hereby accept such designation and the obligations provided for in Sections 620.105 and 620.192, Florida Statutes.

 

       

CORPORATION SERVICE COMPANY

Dated: 11/22, 2004       By:  

/s/ Deborah D. Skipper

           

Name:

 

Deborah D. Skipper

           

Title:

 

Asst. V. Pres.

 

3


 

AFFIDAVIT OF CAPITAL CONTRIBUTIONS

 

The undersigned, Hughes GP & Management, Inc., the sole general partner of Hughes Plumbing Supply, Ltd., a Florida limited partnership, certifies:

 

  1. The amount of capital contributions to date of the limited partners is $0.

 

  2. The total amount of capital anticipated to be contributed by the limited partners at this time totals $1,000.

 

Signed this 19th day of November, 2004.

 

FURTHER AFFIANT SAYETH NOT.

 

Under the penalties of perjury, the undersigned declares that it has read the foregoing and knows the contents thereof and that the facts stated herein are true and correct.

 

GENERAL PARTNER:

HUGHES GP & MANAGEMENT, INC.

By:  

/s/ John Z. Paré

Name:

 

John Z. Paré

Title:

 

Secretary

 

4


PLAN OF MERGER

 

The following Plan of Merger was adopted and approved by each party to the merger in accordance with the laws of the jurisdiction of such party’s formation or incorporation, as the case may be:

 

FIRST: The exact name and jurisdiction of each merging party (referred to hereinafter individually as a “Merging Party” and collectively as the “Merging Parties”) are as follows:

 

Name


 

Jurisdiction


 

Type of Entity


HSI Acquisition Corporation   Ohio   Corporation
HSI Fusion Services, Inc.   Florida   Corporation
One Stop Supply, Inc.   Tennessee   Corporation
Paine Supply of Jackson, Inc.   Mississippi   Corporation
U.S. Fusion Services, Inc.   Louisiana   Corporation

 

SECOND: The exact name, address, jurisdiction and date of formation of the surviving party (referred to hereinafter as the “Surviving Party”) are as follows:

 

Name


 

Jurisdiction


 

Type of Entity


 

Date of Formation


Hughes Plumbing Supply, Ltd.   Florida   Limited   11/22/04
One Hughes Way       Partnership    
Orlando, FL 32805            

 

THIRD: The terms and conditions of the merger are as follows:

 

The Merging Parties shall be merged with and into the Surviving Party which shall be the surviving entity at the effective date of the merger and which shall continue to exist as a limited partnership under the laws of the State of Florida. The Surviving Party shall succeed to all rights, assets, liabilities and obligations of the Merging Parties, and the separate existence of each Merging Entity shall cease at the effective date of the merger. The Certificate of Limited Partnership of the Surviving Party at the effective date of the merger shall be the Certificate of Limited Partnership of the Surviving Party. The Agreement of Limited Partnership of the Surviving Party at the effective date of the merger shall continue to be the Agreement of Limited Partnership of the Surviving Party, as the surviving limited partnership, and will continue in full force and effect unless mutually amended by all of its partners.

 


FOURTH: The manner and basis of converting the financial or beneficial interests, shares, memberships, obligations or other securities of each Merging Party into the interests, shares, memberships, obligations or other securities of the Surviving Party are as follows:

 

The ultimate owner(s) of each Merging Party and the Surviving Party are identical. Accordingly, at the effective date of the merger, by virtue of the merger and without any action on the part of the holder(s) thereof, each share of capital stock of each Merging Party shall be cancelled automatically. Each general partnership interest and each limited partnership interest of the Surviving Party outstanding immediately prior to the effective date of the merger will continue to represent the outstanding partnership interests of the Surviving Party until such time as the Agreement of Limited Partnership of the Surviving Party is amended, as contemplated above, to reflect the addition of additional partners.

 

FIFTH: The name and address of the general partner (hereinafter referred to as the “General Partner”) of the Surviving Party is as follows:

 

Hughes GP & Management, Inc.

One Hughes Way

Orlando, FL 32805

 

The General Partner is a Delaware corporation and its Florida Document/Registration Number is F04000001125.

 

SIXTH: The Surviving Party hereby consents to be sued and served process in the state of Ohio and irrevocably appoints the Secretary of State of Ohio as its agent to accept service of process in any proceeding in Ohio to enforce against the Surviving Party any obligation of any domestic constituent corporation or to enforce the rights of a dissenting shareholder of any constituent corporation.

 

SEVENTH: The Surviving Party desires to transact business in Ohio as a foreign limited partnership. A list of the names and addresses of the Surviving Party’s limited partners, as well as each limited partner’s capital contribution to the Surviving Party, will be kept at One Hughes Way, Orlando, FL 32805.

 

EIGHTH: The effective date of this merger shall be on December 31, 2004.

 

2


ARTICLES OF MERGER

 

The following Articles of Merger are being submitted in accordance with section(s) 607.1109, 608.4382, and/or 620.203, of the Florida Statutes.

 

FIRST: The exact name, street address of its principal office, jurisdiction, and entity type for each merging party are as follows:

 

Name and Street Address

  

Jurisdiction


  

Entity Type


1.   

HSI Acquisition Corporation

One Hughes Way

Orlando, FL 32805

   Ohio    Corporation
     Florida Document/Registration Number:    None    FEI Number: 58-2334286
2.   

HSI Fusion Services, Inc.

One Hughes Way

Orlando, FL 32805

   Florida    Corporation
     Florida Document/Registration Number:    P97000107315    FEI Number: 59-3501393
3.   

One Stop Supply, Inc.

One Hughes Way

Orlando, FL 32805

   Tennessee    Corporation
     Florida Document/Registration Number:    None    FEI Number: 62-1136698
4.   

Paine Supply of Jackson, Inc.

One Hughes Way

Orlando, FL 32805

   Mississippi    Corporation
     Florida Document/Registration Number:    None    FEI Number: 64-0371288
5.   

U.S. Fusion Services, Inc.

One Hughes Way

Orlando, FL 32805

   Louisiana    Corporation
     Florida Document/Registration Number:    None    FEI Number: 62-1753140

 

(Attach additional sheet(s) if necessary)

 


SECOND: The exact name, street address of its principal office, jurisdiction, and entity type of the surviving party is as follows:

 

Name and Street Address


 

Jurisdiction


 

Entity Type


Hughes Plumbing Supply, Ltd.

One Hughes Way

Orlando, FL 32805

  Florida   Limited Partnership
Florida Document/Registration Number:   A04000001835   FEI Number: 26-0100650

 

THIRD: The attached Plan of Merger meets the requirements of section(s) 607.1108, 608.438, 617.1103, and/or 620.201, Florida Statutes, and was approved by each domestic corporation, limited liability company, partnership and/or limited partnership that is a party to the merger in accordance with Chapter(s) 607, 617, 608 and/or 620, Florida Statutes.

 

FOURTH: If applicable, the attached Plan of Merger was approved by the other business entity(ies) that is/are party(ies) to the merger in accordance with the respective laws of all applicable jurisdictions.

 

FIFTH: If not incorporated, organized or otherwise formed under the laws of the State of Florida, the surviving entity hereby appoints the Florida Secretary of State as its agent for substitute service of process pursuant to Chapter 48, Florida Statutes, in any proceeding to enforce any obligation or rights of any dissenting shareholders, partners, and/or members of each domestic corporation, partnership, limited partnership and/or limited liability company that is a party to the merger.

 

SIXTH: If not incorporated, organized, or otherwise formed under the laws of the State of Florida, the surviving entity agrees to pay the dissenting shareholders, partners, and/or members of each domestic corporation, partnership, limited partnership and/or limited liability company that is a party to the merger the amount, if any, to which they are entitled under sections(s) 607.1302, 620.205, and/or 608.4384, Florida Statutes.

 

SEVENTH: If applicable, the surviving entity has obtained the written consent of each shareholder, member or person that as result of the merger is now a general partner of the surviving entity pursuant to section(s) 607.1108(5), 608.4381(2), and/or 620.202(2), Florida Statutes.

 

EIGHTH: The merger is permitted under the respective laws of all applicable jurisdictions and is not prohibited by the agreement of any partnership or limited partnership or the regulations or articles of organization of any limited liability company that is a party to the merger.

 

NINTH: The merger shall become effective as of:

 

The date the Articles of Merger are filed with Florida Department of State

 

OR

 

December 31, 2004.

(Enter specific date. NOTE: Date cannot be prior to the date of filing.)

 

TENTH: The Articles of Merger comply and were executed in accordance with the laws of each party’s applicable jurisdiction.

 

2


ELEVENTH: SIGNATURE(S) FOR EACH PARTY:

 

(Note: Please see instructions for required signatures.)

 

Name of Entity


 

Signature(s)


 

Typed or Printed Name of Individual


HSI Fusion Services, Inc.  

/s/ John Z. Paré

  John Z. Paré, Secretary
   
 
         
   
 
HSI Acquisition Corporation  

/s/ John Z. Paré

  John Z. Paré, Secretary
   
 
One Stop Supply, Inc.  

/s/ John Z. Paré

  John Z. Paré, Secretary
   
 
         
   
 
Paine Supply of Jackson, Inc.  

/s/ John Z. Paré

  John Z. Paré, Secretary
   
 
         
   
 
U.S. Fusion Services, Inc.  

/s/ John Z. Paré

  John Z. Paré, Secretary
   
 
         
   
 
Hughes Plumbing Supply, Ltd.  

Hughes GP & Management, Inc., General Partner

   

/s/ John Z. Paré

  John Z. Paré, Secretary
   
 

 

(Attach additional sheet(s) if necessary)

 

3


REQUIRED SIGNATURES FOR EACH ENTITY TYPE:

 

All Corporations:    Signature of Chairman, Vice Chairman, President or any officer.
All General Partnerships:    Signatures of two partners.
All Domestic Limited Partnerships:    Signatures of all general partners.
All Non-Florida Limited Partnerships:    Signature of one general partner.
All Limited Liability Companies:    Signature of a member or authorized representative of a member.
All Other Business Entities:    In accordance with the laws of their jurisdiction.

 

Make checks payable to Florida Department of State and mail to:

 

Mailing address:


  

Street Address:


Division of Corporations    Division of Corporations
P.O. Box 6327    409 E. Gaines St.
Tallahassee, FL 32314    Tallahassee, FL 32399

 

FILING FEES

 

For each Limited Partnership

   $52.50 (if merger filed pursuant to
            s. 608.4382, $25.00)

For each Limited Liability Company:

   $25.00

For each Corporation:

   $35.00

For each General Partnership

   $25.00

All Others:

   No Charge

 

 

4