EX-3.31 32 a2226925zex-3_31.htm EX-3.31

Exhibit 3.31

 

 

 

File # 200702510238

[Seal]

State of California

 

 

 

Secretary of State

 

ENDORSED · FILED

 

 

In the office of Secretary of State

 

 

of the State of California

LIMITED LIABILITY COMPANY

 

 

ARTICLES OF ORGANIZATION - CONVERSION

 

JAN 25 2007

 

 

 

 

 

This Space For Filing Use Only

IMPORTANT — Read all instructions before completing this form.

 

 

CONVERTED ENTITY INFORMATION

 

1.              NAME OF LIMITED LIABILITY COMPANY (End the name with the words “Limited Liability Company,” “Ltd. Liability Company,” “Ltd. Liability Co.,” or the abbreviation “LLC” or “L.L.C.”)

 

The Canter Group of Companies, LLC

 

2.              THE PURPOSE OF THE LIMITED LIABILITY COMPANY IS TO ENGAGE IN ANY LAWFUL ACT OR ACTIVITY FOR WHICH A LIMITED LIABILITY COMPANY MAY BE ORGANIZED UNDER THE BEVERLY-KILLEA LIMITED LIABILITY COMPANY ACT.

 

3.              THE LIMITED LIABILITY COMPANY WILL BE MANAGED BY (Check only one)

o  ONE MANAGER

x MORE THAN ONE MANAGER

o ALL LIMITED LIABILITY COMPANY MEMBER(S)

 

4.              MAILING ADDRESS OF THE CHIEF EXECUTIVE OFFICE

CITY AND STATE

ZIP CODE

1001 Fleet Street

Baltimore, MD

21202

 

5.              NAME OF AGENT FOR SERVICE OF PROCESS (if the agent is an individual, the agent must reside in California and both Items 5 and 6 must be completed. If the agent is a corporation, the agent must have on file with the California Secretary of State a certificate pursuant to Corporation Code Section 1505 and item 5 must be completed (leave item 6 blank).)

 

Capitol Corporate Services, Inc.

 

6.              IF AN INDIVIDUAL, ADDRESS OF AGENT FOR SERVICE OF PROCESS IN CA

CITY

STATE  ZIP CODE

 

 

  CA

 

CONVERTING ENTITY INFORMATION

 

7.              NAME OF CONVERTING ENTITY

The Canter Group of Companies

 

8.              FORM OF ENTITY

9. JURISDICTION

10. CA SECRETARY OF STATE FILE NUMBER, IF ANY

Corporation

     CA

C0851731

 

11.       THE PRINCIPAL TERMS OF THE PLAN OF CONVERSION WERE APPROVED BY A VOTE OF THE NUMBER OF INTERESTS OR SHARES OF EACH CLASS THAT EQUALLED OR EXCEEDED THE VOTE REQUIRED. IF A VOTE WAS REQUIRED, PROVIDE THE FOLLOWING FOR EACH CLASS:

 

STATE THE CLASS AND NUMBER OF OUTSTANDING INTERESTS ENTITLED TO VOTE AND THE PERCENTAGE VOTE REQUIRED OF EACH CLASS

 

Common Stock: 50,500 shares outstanding

more than 50%

 

(100% approval)

 

ADDITIONAL INFORMATION

 

12.       ADDITIONAL INFORMATION SET FORTH ON THE ATTACHED PAGES, IF ANY, IS INCORPORATED HEREIN BY THIS REFERENCE AND MADE A PART OF THIS CERTIFICATE.

 

13.       I CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAW OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT OF MY OWN KNOWLEDGE. I DECLARE I AM THE PERSON WHO EXECUTED THIS INSTRUMENT, WHICH EXEUTION IS MY ACT AND DEED.

 

[Seal]

 

/s/ Robert W. Zentz

 

1/25/07

Robert W. Zentz, Vice President

SIGNATURE OF AUTHORIZED PERSON

DATE

TYPE OR PRINT NAME AND TITLE OF AUTHORIZED PERSON

 

 

 

/s/ Deborah L. Zimic

 

1/25/07

Deborah L. Zimic, Assistant Secretary

SIGNATURE OF AUTHORIZED PERSON

DATE

TYPE OR PRINT NAME AND TITLE OF AUTHORIZED PERSON