FORM NFP 111.25 (rev. Dec. 2003) ARTICLES OF MERGER OR CONSOLIDATION 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. ____________________________ File #_____________________________ NOTE: Strike inapplicable word in items 1, 3, 4 and 5. 1. Name of Corporation ------------Submit in duplicate ----------Type or Print clearly in black ink------------Do not write above this line---------- merger Names of the corporations proposing to consolidate , and the state or country of their incorporation are: ____________________________ ____________________________ ____________________________ ____________________________ State or Country of Incorporation Filing Fee: $25.00 Approved: ________________________________________ ________________________________________ ________________________________________ ________________________________________ __________________________________ __________________________________ __________________________________ __________________________________ File Number 2. 3. The laws of the state or country under which each corporation is incorporated permit such merger or consolidation. The name of the surviving new corporation: 4. merger The plan of the consolidation is as follows: and it shall be governed by the laws of: ____________________________________________________________________ (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 227.8 American LegalNet, Inc. www.FormsWorkFlow.com 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 consolidation 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: merger 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 6. (Not applicable if surviving or new corporation is an Illinois corporation) It is agreed that, upon and after the issuance of a certificate of merger or consolidation by the Secretary of State of the State of Illinois: a. b. The surviving or new corporation may be served with process in this state in any proceeding for the enforcement of any obligation of any domestic corporation which is party to such merger or consolidation. The Secretary of State of the State of Illinois shall be and hereby is irrevocably appointed as the agent of the surviving or new corporation to accept service of process in any such proceeding. 7. 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) _____________________________________________ _________________________________________ _________________________________________ Dated: ____________________________ , ___________ _________________________________________ _________________________________________ Dated: ____________________________ , ___________ _________________________________________ _________________________________________ (Type or Print Name and Title) (Any Authorized Officer's Signature) Month Day Year (Type or Print Name and Title) (Any Authorized Officer's Signature) Year _____________________________________________ (Exact Name of Corporation) _____________________________________________ (Exact Name of Corporation) American LegalNet, Inc. www.FormsWorkFlow.com