Exhibit 1.6
| FORM BCA 2.10 (rev. Dec. 2003) | ||||
| ARTICLES OF INCORPORATION | ||||
| Business Corporation Act, | ||||
| Jesse White, Secretary of State | ||||
| Department of Business Services | ||||
| Springfield, IL 62756 | ||||
Telephone
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(217) 782-9522 | |||
| (217)782-6961 | ||||
| http://www.cyberdriveillinols.com | ||||
| Remit payment in the form of a cashiers | ||||
| check, certified check, money order | ||||
| or an Illinois attorneys or CPAs check | ||||
| payable to the Secretary of State. | ||||
| SEE NOTE 1 TO DETERMINE FEES! | ||||
Filing Fee: $150.00 Franchise Tax $ Total $ File # Approved: Submit in duplicate Type or Print clearly in black ink Do not write above this line,
| 1. | CORPORATE NAME: [INSERT NAME] | |||
(The corporate name must contain the word corporation, company; incorporated, limited or an abbreviation thereof.) |
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2.
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Initial Registered Agent: | C T Corporation System | ||||||
| First Name | Middle Initial | Last name | ||||||
| Initial Registered Office: | 208 S LaSalle Street, Suite 814 | |||||||
| Number Street | Suite # | (A P.O. BOX ALONE IS NOT ACCEPTABLE) | ||||||
| Chicago | IL 60604 | Cook | ||||||
| City | ZIP Code | County | ||||||
| 3. | Purpose or purposes for which the corporation is organized: (If not sufficient space to cover this point, add one or more sheets of this size.) any and all lawfull business |
| 4. | Paragraph 1: Authorized Shares, Issued Shares and Consideration Received: |
| Number of Shares | Number of Shares | Consideration to be | ||||||||||
| Class |
Authorized |
Proposed to be Issued |
Received Therefor |
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Common |
5000 | 5000 | $5,000.00 | |||||||||
| TOTAL= $5,000.00 | ||||||||||||
| Paragraph 2: The preferences, qualifications, limitations, restrictions and
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.) |
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| C-162.23 | (over) |
| 5. | OPTIONAL: | (a) | Number of directors constituting the initial board of directors of the corporation: _________________. | |||||||
| (b) | Names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and qualify: | |||||||||
| Name | Address | City, State, ZIP | ||||||||
| Benjamin P. Butterfield | 700 N.W. 107th Avenue, Miami, Florida 33172 | |||||||||
| Steven B. Lane | 10707 Clay Road, Houston, Texas 77041 | |||||||||
| L. Christian Marlin | 700 N.W. 107th Avenue, Miami, Florida 33172 | |||||||||
6.
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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 that will be transacted by the corporation during the following year will be: | $ | ||||||||
| (d) | It is estimated that the gross amount of business that will be transacted from places of business in the State of Illinois during the following year will be: | $ | ||||||||
7.
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OPTIONAL: | OTHER PROVISIONS | ||
| Attach a separate sheet of this size for any other provision to be included in the Articles of Incorporation, e.g., authorizing preemptive rights, denying cumulative voting, regulating internal affairs, voting majority requirements, fixing a duration other than perpetual, etc. |
8.
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NAME(S) & ADDRESS(ES) OF INCORPORATOR(S) |
The undersigned incorporator(s) hereby declare(s), under penalties of perjury, that the statements made in the foregoing Articles of Incorporation are true.
Dated
|
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| , | ||||||||||
| (Month & Day) | Year |
| Signature and Name |
Address | |||||||||||||
1.
|
1. | |||||||||||||
| Signature | Street | |||||||||||||
| (Type or Print Name) | City/Town | State | ZIP Code | |||||||||||
2.
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2. | |||||||||||||
| Signature | Street | |||||||||||||
| (Type or Print Name) | City/Town | State | ZIP Code | |||||||||||
3.
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3. | |||||||||||||
| Signature | Street | |||||||||||||
| (Type or Print Name) | City/Town | State | ZIP Code | |||||||||||
(Signatures must be in BLACK INK on original document. Carbon copy, photocopy 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 a duly authorized corporate officer. Type or print officers name and title beneath signature.
Note 1: Fee Schedule
The initial franchise tax is assessed at the rate of 15/100 of 1 percent
($1.50 per $1,000) on the paid-in capital represented in this State.
(Minimum initial franchise tax is $25)
The filing fee is $150
The minimum total due (franchise tax + filing fee) is $175.
Note 2: Return to:
ARTICLES OF INCORPORATION
OF [INSERT NAME]
| 7. | Additional Provisions | |||
| A. | The power to alter, amend or repeal the By-laws of this corporation shall be vested in each of the Board of Directors and the shareholders of this corporation. The shareholders of this corporation may amend or adopt a by-law that fixes a greater quorum or voting requirement for shareholders (or voting groups of shareholders) than is required by law. | |||
| B. | This corporation shall indemnify any officer or director, or any former officer or director, of this corporation to the fullest extent permitted by law. | |||
| C. | This corporation reserves the right to amend or repeal any provisions contained in these Articles of Incorporation, or any amendment thereto, and any right conferred upon the shareholders is subject to this reservation. | |||