Free ARTICLES OF MERGER OR CONSOLIDATION - Illinois


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State: Illinois
Category: Corporations
Author: Illinois Secretary of State Business Services
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FORM NFP 111.25 (rev. Dec. 2003) ARTICLES OF MERGER OR CONSOLIDATION General Not For Profit Corporation Act Jesse White, 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 #_________________________________

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--------------------Submit in duplicate--------------Type or Print clearly in black ink--------------Do not write above this line--------------------

NOTE: Strike inapplicable word in items 1, 3 and 4. merge Names of the corporations proposing to consolidate , and the state or country of their incorporation are: State or Country of Incorporation ______________________ ______________________ ______________________ ______________________

1.

Name of Corporation _______________________________________________ _______________________________________________ _______________________________________________ _______________________________________________

File Number _______________________ _______________________ _______________________ _______________________

2.

The laws of the state or country under which each corporation is incorporated permit such merger or consolidation. surviving new

3.

The name of the

corporation: _________________________________________________________

and it shall be governed by the laws of: _____________________________________________________________ merger consolidation is as follows:

4.

The plan of

(If space is insufficient, attach additional pages size 8 1/2 x 11.)

5.

merger 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:

(Please indicate the manner by which the plan was approved by inserting the comparable letter in the box following each corporate name.) A. B. 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) 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)

C.

D.

NAME OF CORPORATION

MANNER

_______________________________________________________ _______________________________________________________ _______________________________________________________

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. 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.

b.

7.

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.)

Dated _____________________________ ,___________
(Month & Day) (Year)

__________________________________________
(Exact Name of Corporation)

_______________________________________________
(Any Authorized Officer's Signature)

________________________________________________
(Type or Print Name and Title)

Dated _____________________________ ,___________
(Month & Day) (Year)

__________________________________________
(Exact Name of Corporation)

_______________________________________________
(Any Authorized Officer's Signature)

_______________________________________________
(Type or Print Name and Title)

Dated _____________________________ ,___________
(Month & Day) (Year)

__________________________________________
(Exact Name of Corporation)

_______________________________________________
(Any Authorized Officer's Signature)

________________________________________________
(Type or Print Name and Title)

Printed by authority of the State of Illinois. August 2006 5M C 227.7