EX-3 86 ex3-97.htm EXHIBIT 3.97 Prepared and filed by St Ives Burrups

Exhibit 3.97

DSCB 204 (Rev “UNREADABLE TEXT”)

PLEASE INDICATE ( CHECK ONE) TYPE CORPORATION FEE
$75.00

ARTICLES OF INCORPORATION



COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE – CORPORATION BUREAU
308 NORTH OFFICE BUILDING, HARRISBURG, PA 17120

DOMESTIC BUSINESS CORPORATION
 
DOMESTIC BUSINESS CORPORATION
A CLOSE CORPORATION – COMPLETE BACK
 
DOMESTIC PROFESSIONAL CORPORATION
ENTER BOARD LICENSE NO.

010 NAME OF CORPORATION (MUST CONTAIN A CORPORATE INDICATOR UNLESS EXEMPT UNDER 15 P.S. 2908 B)
     VALLEYBROOKE LAND HOLDINGS, INC.

011 ADDRESS OF REGISTERED OFFICE IN PENNSYLVANIA (P.O. BOX NUMBER NOT ACCEPTABLE)
     123 South Broad Street Suite 1730

012 CITY     033 COUNTY 013 STATE 064 ZIP CODE
  Philadelphia (51) Philadelphia PA 19109

050 EXPLAIN THE PURPOSE OR PURPOSES OF THE CORPORATION

The corporation shall have unlimited power to engage in and to do any lawful act concerning any or all lawful business for which corporations may be incorporated under the Pennsylvania Business Corporation Law. This corporation is incorporated under the provisions of that law.

(ATTACH 8 1/2 x 11 SHEET IF NECESSARY)

The Aggregate number of Shares, Classes of Shares and Par Value of Shares Which the Corporation Shall Have Authority to Issue:
         

040 Number and Class of Shares
041   Stated Par Value Per Share if Any  
042   Total Authorized Capital

031   Term of existence
1,000 shares Common $1.00   $1,000.00 Perpetual

The Name and Address of Each Incorporator, and the Number and Class of Shares Subscribed to by each Incorporator

060 Name
   061, 062
   063, 064  Address

(Street, City, State, Zip Code)

Number & Class of Shares

Jean M. Hamilton       Blank, Rome, Comisky & McCauley 1 share Common

       4 Penn Center Plaza  

       Philadelphia, PA 19103  

  (ATTACH 8 1/2 x 11 SHEET IF NECESSARY)  

IN TESTIMONY WHEREOF, THE INCORPORATOR(S) HAS (HAVE) SIGNED AND SEALED THE ARTICLES OF INCORPORATION
THIS Sixteenth DAY OF February 1988

   
               /s/  Jean M. Hamilton

 
                  Jean M. Hamilton

 

– FOR OFFICE USE ONLY –

030 FILED 002 CODE   003 REV BOX SEQUENTIAL NO. 100 MICROFILM NUMBER
FEB 17 1988       92424
                  8813 601 
 
  REVIEWED BY   004 SICC AMOUNT 001 CORPORATION NUMBER
        $75
                  1020265
 
XXXXXXXXXXXXXXX DATE APPROVED      
           
 
 

DATE REJECTED

CERTIFY TO INPUT BY LOG IN LOG IN (REFILE)
       REV
   L & I
   OTHER
     
 

Secretary of the Commonwealth MAILED BY DATE VERIFIED BY LOG OUT LOG OUT (REFILE)
Department of State        
Commonwealth of Pennsylvania        

 

Commonwealth of Pennsylvania

Department of State

CERTIFICATE OF INCORPORATION

Office of the Secretary of the Commonwealth

To All to Whom These Presents Shall Come, Greeting:

Whereas, Under the provisions of the Laws of the Commonwealth, the Secretary of the Commonwealth is authorized and required to issue a “Certificate of Incorporation” evidencing the incorporation of an entity.

Whereas, The stipulations and conditions of the Law have been fully complied with by

VALLEYBROOKE LAND HOLDINGS, INC.

Therefore, Know Ye, That subject to the Constitution of this Commonwealth, and under the authority of the Laws thereof, I do by these presents, which I have caused to be sealed with the Great Seal of the Commonwealth, declare and certify the creation, erection and incorporation of the above in deed and in law by the name chosen hereinbefore specified.

Such corporation shall have and enjoy and shall be subject to all the powers, duties, requirements, and restrictions, specified and enjoined in and by the applicable laws of this Commonwealth.

Given under my hand and the Great Seal of the Commonwealth, at the City of Harrisburg, this 17th day of February in the year of our Lord one thousand nine hundred and eighty-eight and of the Commonwealth the two hundred twelfth
   
  XXXXXXXXX
 
  Secretary of the Commonwealth


 

Microfilm Number_________
    Filed with the Department of State on APR 13 2001  
         
Entity Number 1020265
    XXXXXX

 
      Secretary of the Commonwealth  

ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION
DSCB:15-1915 (Rev 90)

In compliance with the requirements of 15 Pa.C.S. § 1915 (relating to articles of amendment), the undersigned business corporation, desiring to amend its Articles, hereby states that:

1.
The name of the corporation is: Valleybrooke Land Holdings, Inc.
     
 
     
2.
The (a) address of this corporation’s current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department):
     
   
  (a) 123 South Broad Street, Suite 1730 Philadelphia, PA 19109 Philadelphia
   
    Number and Street  City State   Zip County
     
  (b) c/o:    
     
      Name of Commercial Registered Office provider
County
         
  For a corporation represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the corporation is located for venue and official publication purposes.
         
3. The statute by or under which it was incorporated is: Act of May 5, 1933, P.L. 364 as amended  
   
4. The date of its incorporation is: February 17, 1988
   
5.
(Check, and if appropriate complete, one of the following):
     
 
The amendment shall be effective upon filing these Articles of Amendment in the Department of State.
     
 
The amendment shall be effective on _______ at ______
                                                                   Date            Hour
6. (Check one of the following):
     
  The amendment was adopted by the shareholders (or members) pursuant to 15 Pa.C.S. § 1914(a) and (b).
     
  The amendment was adopted by the board of directors pursuant to 15 Pa.C.S. § 1914(c).
     
7. (Check, and if appropriate complete, one of the following):
     
  The amendment adopted by the corporation set forth in full is as follows:
     
    Article 011 of the Articles of Incorporation of the Company is hereby amended in its entirety to read as follows:
     
    “011 The address of the registered office in Pennsylvania is: 14 Campus Boulevard, Suite 100, Newtown Square,
     
    Pennsylvania 19073”
     
  The amendment adopted by the corporation is set forth in full in Exhibit A attached hereto and made a part hereof.

 

8. (Check if the amendment restates the Articles):
     
  The restated Articles of Incorporation supersede the original Articles and all amendments thereto.

IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by a duly authorized officer thereof this 13th day of April, 2001.

    Valleybrooke Land Holdings, Inc.
     
     
  By:
/s/ Gerard H. Sweeney
   
    Gerard H. Sweeney, Sr., President and
    Chief Executive Officer

 

  PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU
 
 
 
 
Statement of Change of Registered Office (15 Pa.C.S.)
 
 
Entity Number
#1020265
     Domestic Business Corporation (§ 1507)      
      Foreign Business Corporation (§ 4144)      
      Domestic Nonprofit Corporation (§ 5507)      
          Foreign Nonprofit Corporation (§ 6144)      
          Domestic Limited Partnership (§ 8506)      
                 
  Name  PEPPER HAMILTON LLP   Document will be returned to the name and address you enter to the left.  
 
   
  Address 200 ONE KEYSTONE PLAZA
NORTH FRONT AND MARKET STREETS
P.O. BOX 1181
HARRISBURG,   PA      17108-1181
     
 
     
    City State Zip Code                           
                 
 
     
                 
         
Fee: $52     Filed in the Department of State on JUN 04 2002  
         
      XXXXXX  
     
 
      ACTING Secretary of the Commonwealth  
         

In compliance with the requirements of the applicable provisions of 15 Pa.C.S. (relating to corporations and unincorporated associations), the undersigned corporation or limited partnership, desiring to effect a change of registered office, hereby states that:

  1.
The name is:
  Valleybrooke Land Holdings, Inc.
 
 
     
     
  2.
The (a) address of its initial registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is:
             
    (a) Number and street City State Zip County
  14 Campus Boulevard, Suite 100, Newtown Square, PA 19073 Delaware County
 
    (b) Name of Commercial Registered Office Provider     County
  co:        
 
     
  3.
Complete part (a) or (b)
     
    (a) The address to which the registered office of the corporation or limited partnership in this Commonwealth is to be changed is:
     
  401 Plymouth Road, Suite 500,
Plymouth Meeting,
PA
19462
Montgomery County
 
    Number and street
City
State
Zip
County
     
    (b) The registered office of the corporation or limited partnership shall be provided by:
   
  co:
 
    Name of Commercial Registered Office Provider    
County

 

  4.
Strike out if a limited partnership:
     
    Such change was authorized by the Board of Directors of the corporation.

 

         
         
      IN TESTIMONY WHEREOF, the undersigned has caused
this Application for Registration to be signed by a duly
authorized officer thereof this
 31st day of  May 2002.



Valleybrooke Land Holdings, Inc.

 
      Name of Corporation/Limited Partnership

/s/ Brad A. Molotsky

 
      Signature


Brad A. Molotsky, Secretary

 
      Title