FORM NFP 111.37 (rev. Dec. 2003) ARTICLES OF MERGER Between domestic or foreign business corporations and a domestic not for profit corporation. General Not For Profit Corporation Act Secretary of State Department of Business Services 501 S. Second St., Rm. 350 Springfield, IL 62756 Telephone (217) 782-6961 www.cyberdriveillinois.com Remit payment in the form of a check or money order payable to the Secretary of State. Print Reset Save ____________________________ File #_____________________________ 1. Names of the corporations proposing to merge Name of Corporation ------------Submit in duplicate ----------Type or Print clearly in black ink------------Do not write above this line---------- State or Country of Incorporation Corporation File No. Filing Fee: $25.00 Approved: ________________________________________ ________________________________________ ________________________________________ ________________________________________ ____________________________ ____________________________ ____________________________ ____________________________ __________________________________ __________________________________ __________________________________ __________________________________ 2. 3. 4. The laws of the state or country under which each corporation is incorporated permit such merger. and it shall be governed by the laws of The name of the surviving corporation is __________________________________________________________________ , The plan of the merger is as follows: ____________________________________________________________________ (If space is insufficient, attach additional pages size 8 1/2 x 11.) Printed by authority of the State of Illinois. January 2015 -- 1 -- C 228.8 American LegalNet, Inc. www.FormsWorkFlow.com (Items in Article 5 are applicable to General Not For Profit Corporations.) 5. (Please indicate the manner by which the plan was approved by inserting the comparable letter in the box following each corporate name.) A. B. C. D. By the affirmative vote of a majority of the directors in office, at a meeting of the board of directors. (§ 111.15) By written consent, signed by all the directors in office, in compliance with Section 108.45 of this Act. (§108.45 & § 111.15) At a meeting of members by the affirmative vote of members having not less than the minimum number of votes necessary to adopt the plan, as provided by this Act, the articles of incorporation or the bylaws. (§111.20) The plan of merger was approved, (a) as to each corporation not incorporated in Illinois, in compliance with the laws of the state under which it is incorporated, and (b) as to each Illinois corporation, as follows: By written consent, signed by members having not less than the minimum number of votes necessary to adopt the plan, as provided by this Act, the articles of incorporation or the bylaws, in compliance with Section 107.10 of this Act. (§ 107.10 & § 111.20) MANNER NAME OF ILLINOIS CORPORATION _______________________________________________________ _______________________________________________________ _______________________________________________________ American LegalNet, Inc. www.FormsWorkFlow.com (Article 6 is applicable only to domestic corporations, for profit.) 6. ("X" only one box for each corporation.) Plan of merger was approved, (a) as to each corporation not incorporated in Illinois, incomplicance with the laws of the state under which it is incoporated and (b) as to each Illinois corporation as follows: By the shareholders, a resolution of the board of directors having been duly adopted and submitted to a vote at a meeting of shareholders. Not less than the minimum number of votes required by statute and by the articles of incorporation voted in favor of the action taken. (§ 11.20 of the BCA) By written consent of the 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 § 7.10. (§ 11.20 of the BCA) Name of Corporation ___________________________________ ___________________________________ ___________________________________ 7. ___________________________________ a. ___________________________________ By written consent of ALL the shareholders entitled to vote on the action, in accordance with § 7.10 & § 11.20 of the BCA. (Complete this item if reporting a merger under § 11.30--90% owned subsidiary provisions.) Total Number of Shares Outstanding of Each Class ________________________________________ ________________________________________ ________________________________________ ________________________________________ Name of Corporation The number of outstanding shares of each class of each merging subsidiary corporation and the number of such shares of each class owned immediately prior to the adoption of the plan of merger by the parent corporation are: ____________________________ ____________________________ ____________________________ ____________________________ __________________________________ __________________________________ __________________________________ __________________________________ Number of Shares of Each Class Owned Immediately Prior to Merger by the Parent Corporation b. The date of mailing a copy of the plan of merger and notice of the right to dissent to the shareholders of each merging subsidiary corporation was _____________________ , ___________. Was written consent for the merger or written waiver of the 30-day period by the holders of all the outstanding shares of all subsidiary corporations received? Yes No Month Day Year (If the answer is "No," the duplicate copies of the Articles of Merger may not be delivered to the Secretary of State until after 30 days following the mailing of a copy of the plan of merger and of the notice of the right to dissent to the shareholders of each merging subsidiary corporation.) American LegalNet, Inc. www.FormsWorkFlow.com 8. Dated: ____________________________ , ___________ Month Day Year (Any Authorized Officer's Signature) (Type or Print Name and Title) Month Day The undersigned corporations have caused these articles to be signed by their duly authorized officers, each of whom affirms, under penalties of perjury, that the facts stated herein are true. (All signatures must be in Black Ink.) (Exact Name of Corporation) _____________________________________________ _________________________________________ ____________________