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Articles of Incorporation

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Title:

Articles of Incorporation

Entities:

Pregis Holding II Corp

Date:

2006

Size:

70KB total

Price:

$43

ID:

#2613624

► Corporate ► Bus. Formation ► Articles of Incorporation

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JIM EDGAR

Secretary of State

State of Illinois

ARTICLES OF INCORPORATION

Pursuant to the provisions of The Business Corporation Act of 1983, the undersigned incorporator(s) hereby adopt the following Articles of Incorporation.


ARTICLE ONE	The name of the corporation is Honeycomb Holdings Corp.
	(Shall contain the word corporation, company, incorporated


	limited, or an abbreviation thereof)

ARTICLE TWO	The name and address of the initial registered agent and its registered office are:

	Registered Agent Jay Erens

	First Name	Middle Name	Last Name

	Registered Office Three First National Plaza, Suite 4300
	Number	Street Suite # (A P.O. Box alone is not acceptable)

	Chicago 60602 Cook


	City	Zip Code	County


ARTICLE THREE	The purpose or purposes for which the corporation is organized are:
		If not sufficient space to cover this point, add one or more sheets of this size.

The transaction of any or all lawful business for which corporations may be incorporated under the Illinois Business Corporation Act of 1983.

ARTICLE FOUR	Paragraph 1: The authorized shares shall be:

		Class	*Par Value per share	Number of shares authorized
		Common	NPV		200

	Paragraph 2: The preferences, qualifications, limitations, restrictions and the special or relative rights in respect of the shares of each class are:
	If not sufficient space to cover this point, add one or more sheets of this size.
		N/A

ARTICLE FIVE	The number of shares to be issued initially, and the consideration to be received by the corporation therefor, are:

	Class	Par Value per share*	Number of shares proposed to be issued	Consideration to be received therefor
	Common	NPV	125	$	1,000.00
				$
				$
				$

			TOTAL	$	1,000.00

*	A declaration as to a par value is optional. This space may be marked n/a when no reference to a par value is desired.


ARTICLE SIX	OPTIONAL

	The number of directors constituting the initial board of directors of the corporation is 4, and the names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors be elected and qualify are:

	Name	Residential Address
	John Matthew Davidson	32 Old Aspetong Road, Katonah, NY 10536
	Lothar Stiefel	71 Spottswood Road, Glen Rock, NJ 07452
	Lee M. Rothenberg, Jr.	3501 Doria Lane, Olympia Fields, IL 60461
	Robert S. Green	76 Birch Drive, Katonah, NY 10536


ARTICLE SEVEN	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 the 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 which will be transacted by the corporation during the following year will be:	$

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

ARTICLE EIGHT	OTHER PROVISIONS

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

NAMES & ADDRESSES OF INCORPORATORS

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

Dated May 26, 1988 c/o Hopkins & Sutter

Signatures and Names

Post Office Address

/s/ James M. Hamman

Three First National Plaza

Signature

Street

James M. Hamman

Chicago

Illinois

60602

Name (please print)

City/Town

State

Zip

Signature

Street

Name (please print)

City/Town

State

Zip

Signature

Street

Name (please print)

City/Town

State

Zip

(Signatures must be in ink on original document. Carbon copy, xerox 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 an Assistant Secretary.

JIM EDGAR

Secretary of State

State of Illinois

STATEMENT OF CORRECTION

Pursuant to the provisions of The Business Corporation Act of 1983, the undersigned corporation hereby submits the following Statement of Correction.

1.	The name of the corporation is International Honeycomb Corporation

2.	The State or Country of incorporation is Illinois

3.	The title of the instrument to be corrected is Articles of Incorporation

4.	The instrument is to be corrected was filed by the Secretary of State on May 31, 1988.

5.	It was inaccurate, erroneous or defective in the following:

If not sufficient space to cover this point, use reverse side or add one or more sheets of this size.

Article Five listed the Consideration to be received for 125 shares of Common Stock of no par value as $1,000.00 when it should have been $5,139,893.00.

6.	The corrected portion(s) of the above instrument, in corrected form, are as follows:

If not sufficient space to cover this point, use reverse side or add one or more sheets of this size.

ARTICLE FIVE

Class:

Par Value:

Number of Shares:

Consideration to be

Received Therefor

Common

No par value

125

5,139,893.00

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


Dated September 10, 1989			International Honeycomb Corporation
			(Exact Name of Corporation)

attested by	/s/ J. Matthew Davidson	by	/s/ William R. Renick
	(Signature of Secretary or Assistant Secretary)		(Signature of President or Vice President)

	J. Matthew Davidson-President	William R. Renick-Secretary
	(Type or Print Name and Title)		(Type or Print Name and Title)

JIM EDGAR

Secretary of State

State of Illinois

ARTICLES OF AMENDMENT

Pursuant to the provisions of The Business Corporation Act of 1983, the undersigned corporation hereby adopts these Articles of Amendment to its Articles of Incorporation.


ARTICLE ONE				The name of the corporation is Honeycomb Holdings Corp.		(Note 1)



ARTICLE TWO		The following amendment of the Articles of Incorporation was adopted on July 29, 1988 in the manner indicated below. (X one box only.)

		By a majority of the incorporators, provided no directors were named in the articles of incorporation and no directors have been elected; or by a majority of the board of directors, in accordance with Section 10.10, the corporation having issued no shares as of the time of adoption of this amendment;
		(Note 2)

		By a majority of the board of directors, in accordance with Section 10.15, shares having been issued but shareholder action not being required for the adoption of the amendment;
		(Note 3)

		By the shareholders, in accordance with Section 10.20, a resolution of the board of directors having been duly adopted and submitted to the shareholders. At a meeting of shareholders, not less than the minimum number of votes required by statute and by the articles of incorporation were voted in favor of the amendment;
		(Note 4)

		By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by shareholders having not less than the minimum number of votes required by statute and by the articles of incorporation. Shareholders who have not consented in writing have been given notice in accordance with Section 7.10;

		(Note 4)

	x	By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors have been duly adopted and submitted to the shareholders. A consent in writing has been signed by all the shareholders entitled to vote on this amendment.
		(Note 4)

(INSERT AMENDMENT)

(Any article being amended is required to be set forth in its entirety.) (Suggested language for an amendment to change the corporate name is: RESOLVED, that the Articles of Incorporation be amended to read as follows:) RESOLVED, that Article One of the Articles of Incorporation is hereby amended to read in its entirety as follows:

ARTICLE ONE: The name of the Corporation is International Honeycomb Corporation.

(NEW NAME)


ARTICLE THREE		The manner in which any exchange, reclassification or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, provided for or affected by this amendment, is as follows: (If not applicable, insert No change)

		No Change

ARTICLE FOUR		(a) The manner in which said amendment affects a change in the amount of paid-in capital* is as follows: (If not applicable, insert No change)

		No Change

		(b) The amount of paid-in capital* as changed by this amendment is as follows: (If not applicable, insert No change)

		No Change


	Before Amendment	After Amendment

Paid-in Capital	$	$

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


Dated 10/26, 1988		Honeycomb Holdings Corp.
		(Exact Name of Corporation)

attested by	/s/ William R. Renick	by	/s/ J. Matthew Davidson
	(Signature of Secretary or Assistant Secretary)		(Signature of President or Vice President)

	William R. Renick, Secretary		J. Matthew Davidson, President
	(Type or Print Name and Title)		(Type or Print Name and Title)

*	Paid-in Capital replaces the terms Stated Capital & Paid-in Surplus and is equal to the total of these accounts.

NOTES and INSTRUCTIONS


NOTE 1:	State the true exact corporate name as it appears on the records of the office of the Secretary of State, BEFORE any amendments herein reported.

NOTE 2:	Incorporators are permitted to adopt amendments ONLY before any shares have been issued and before any directors have been named or elected. ( 10.10)

NOTE 3:	Directors may adopt amendments without shareholder approval in only six instances, as follows:

	(a)	to remove the names and addresses of directors named in the articles of incorporation;

	(b)	to remove the name and address of the initial registered agent and registered office, provided a statement pursuant to 5.10 is also filed;

	(c)	to split the issued whole shares and unissued authorized shares by multiplying them by a whole number, so long as no class or series is adversely affected thereby;

	(d)	to change the corporate name by substituting the word corporation, incorporated, company, limited, or the abbreviation corp., inc., co., or ltd. for a similar word or abbreviation in the name, or by adding a geographical attribution to the name;

	(e)	to reduce the authorized shares of any class pursuant to a cancellation statement filed in accordance with 9.05;

	(f)	to restate the articles of incorporation as currently amended. ( 10.15)

NOTE 4:	All amendments not adopted under 10.10 or 10.15 require (1) that the board of directors adopt a resolution setting forth the proposed amendment and (2) that the shareholders approve the amendment.

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