FORM BCA 12.20 (rev. Dec. 2003) ARTICLES OF DISSOLUTION Business Corporation Act Secretary of State Department of Business Services 501 S. Second St., Rm. 350 Springfield, IL 62756 217-782-6961 www.cyberdriveillinois.com Remit payment in the form of a check or money order payable to Secretary of State. Print Reset Save ___________________________________ File #______________________________ -------- Submit in duplicate -------- Type or Print clearly in black ink -------- Do not write above this line -------- Filing Fee: $5 Approved: ____________ 1. Corporate Name: ________________________________________________________________________________ 2. Post Office Address to which the Secretary of State may mail a copy of any process served upon it against the corporation: ______________________________________________________________________________________________ 3. Dissolution of the Corporation was duly authorized on ____________________________, ___________ in the manner indicated below: Month Day Year Mark an "X" in one box only. ______________________________________________________________________________________________ o 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 12.05, the Corporation having issued no shares as of the authorization of the dissolution. (See Notes 1 and 2 on reverse.) o By a written consent signed by all shareholders entitled to vote on dissolution, in accordance with Section 12.10, board of director action not being required. (See Note 3 on reverse.) o By the shareholders, in accordance with Section 12.15, a resolution 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 dissolution. (See Note 3 on reverse.) 4. a. List all issuances of shares not previously reported to the Secretary of State (including shares issued for cash or other property, share dividends, share splits, share exchanges pursuant to Section 11.10, and shares to effect an exchange or reclassification of issued shares), and give the value of the entire consideration received therefor, less expenses; list any amounts added or transferred to paid-in capital, without the issuance of shares. (See Note 4 on reverse.) or Contribution ____________ Date of Issuance Class _____________ Par Value ______________ Shares Issued ______________ Number of Received ______________ Entire Consideration o By the shareholders, in accordance with Sections 12.15 and 7.10, a resolution 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. (See Note 3 on reverse.) Printed by authority of the State of Illinois. January 2015 - 1 - C 152.16 (COMPLETE BOTH SIDES OF DOCUMENT) TOTAL $_____________ $_____________ $_____________ b. List all cancellations of shares not previously reported to the Secretary of State and give the cost. Date of Cancellation ______________ Class _______________ Number of Shares Cancelled ____________________ Cost ______________ 5. Issued shares at date of execution: TOTAL $_____________ $_____________ $_____________ 6. Paid-in capital at date of execution: Class Series Par Value Number of Shares ______________________________________________________________________________________________ ______________________________________________________________________________________________ ______________________________________________________________________________________________ 7. The undersigned Corporation has caused this statement to be signed by a duly authorized officer who affirms, under penalties of perjury, that the facts stated herein are true and correct. All signatures must be in BLACK INK. Dated _______________________________ , _____ Any Authorized Officer's Signature Name and Title (type or print) Month Day Year Paid-in Capital $____________________ ("Paid-in Capital" replaces the terms "Stated Capital" and "Paid-in Surplus" and is equal to the total of these accounts.) ______________________________________ ______________________________________ ________________________________________________ Exact Name of Corporation *If dissolution is authorized by the incorporators or by the board of directors, a majority of them must sign below, and type or print name and title. The undersigned affirms, under penalties of perjury, that the facts stated herein are true and correct. Dated _______________________________ , _____ By ______________________________________ Month Day Year Exact Name of Corporation ________________________________________________ ______________________________________ ________________________________________________ 1. Incorporators are authorized to dissolve a corporation ONLYbefore any shares have been issued AND before any directors have been named or elected. The signatures of a majority of the incorporators must appear on these Articles of Dissolution. 2. Directors are authorized to dissolve a corporation ONLYbefore any shares have been issued. In the event there are no officers, the signature of a majority of the directors or such directors as many be designated by the board must appear on these Articles of Dissolution. 3. All dissolutions not authorized by the incorporators or the directors must be authorized by the shareholders. · Shareholders may authorize dissolution by their unanimous written consent. This does not require any action of the board of directors and does not require a shareholders meeting. · Shareholder authorization may also be by vote at a shareholders meeting or by less than unanimous consent, in writing, without a meeting. · To be effective, the dissolution must receive the affirmative vote or consent of the holders of at least two-thirds of the outstanding shares entitled to vote on dissolution and, if class voting applies, then also at least two-thirds of the votes within each class. · If the Articles of Incorporation so provide, the two-thirds vote requirement may be superseded by any smaller or larger vote requirement, not less than a majority of th