Attached files
| file | filename |
|---|---|
| 10-K - TASTY BAKING COMPANY 10-K - TASTY BAKING CO | a6204871.htm |
| EX-32 - EXHIBIT 32 - TASTY BAKING CO | a6204871ex_32.htm |
| EX-23 - EXHIBIT 23 - TASTY BAKING CO | a6204871ex_23.htm |
| EX-21 - EXHIBIT 21 - TASTY BAKING CO | a6204871ex_21.htm |
| EX-31.A - EXHIBIT 31(A) - TASTY BAKING CO | a6204871ex_31a.htm |
| EX-31.B - EXHIBIT 31(B) - TASTY BAKING CO | a6204871ex_31b.htm |
| EX-10.EE - EXHIBIT 10(EE) - TASTY BAKING CO | a6204871ex_10ee.htm |
Exhibit
3(a)
AMENDED
AND RESTATED
ARTICLES
OF INCORPORATION
OF
TASTY
BAKING COMPANY
In
compliance with the requirements of the applicable provisions of the
Pennsylvania Business Corporation Law of 1988, as amended, Tasty Baking Company,
incorporated under an act to provide for the incorporation and regulation of
certain corporations approved April 29, 1874, P.L. 73, and the several
supplements thereto, hereby amends and restates its Articles of Incorporation as
follows:
FIRST. The name of the
corporation is Tasty Baking Company.
SECOND. The purposes for
which the corporation is organized are as follows:
To manufacture or otherwise produce,
use, buy, sell and otherwise deal in goods, wares, merchandise and other
articles of commerce and personal property of every kind and nature including
human foods of every kind and description.
To acquire by purchase, lease, grant,
gift, devise, bequest, exchange of securities or property, or otherwise, any
property, real or personal, and any interest therein, including the business,
good-will, rights and assets of any person, partnership, association or
corporation engaged in any lawful business.
To hold, own, improve, develop, lease,
sell, mortgage, pledge and otherwise deal in, invest in and dispose of, any
property, real or personal, and any interest therein, including the business,
good-will, rights and assets of any person, partnership, association or
corporation engaged in any lawful business.
THIRD. The location and post
office address of the registered office of the corporation in the Commonwealth
of Pennsylvania is 2801 Hunting Park Avenue, Philadelphia, Pennsylvania,
19129.
FOURTH. The corporation is
to exist perpetually.
FIFTH: The aggregate number
of shares which the corporation shall have authority to issue is 30,000,000
shares of common stock having a par value of $0.50 per share. Any or
all shares of each class and series, or any part thereof, may be certificated or
uncertificated, except as may be otherwise expressly provided in the terms of a
particular class or series and except that shares represented by a certificate
that are issued and outstanding shall continue to be represented thereby until
the certificate is surrendered to the corporation. In accordance with
Section 1528(f) of the Pennsylvania Business Corporation Law of 1988, as
amended, or any successor provision, the rights and obligations of the holders
of shares represented by certificates and the rights and obligations of holders
of uncertificated shares of the same class and series shall, except as otherwise
expressly provided by law, be identical.
SIXTH. The
number of directors of the corporation shall be fixed from time to time by or
pursuant to its by-laws, but the number shall never be less than three and shall
never be more than ten. Effective with the election of directors at
the annual meeting of shareholders to be held in 1986, the directors shall be
classified, with respect to the time for which they severally hold office, into
three classes, as nearly equal in number as possible, as shall be provided in
the manner specified in the by-laws; one class to hold office initially for a
term expiring at the annual meeting of shareholders to be held in 1987, another
class to hold office initially for a term expiring at the annual meeting of
shareholders to be held in 1988, and another class to hold office initially for
a term expiring at the annual meeting of shareholders to be held in 1989, with
the members of each class to hold office until their successors are elected and
qualified. At the annual meetings of shareholders of the corporation
to be held in 1987 and thereafter, the successors to the class of directors
whose term expires at that meeting shall be elected to hold office for a three
year term and until their successors are elected and qualified.
Notwithstanding anything contained in
these Articles of Incorporation to the contrary and notwithstanding the fact
that a lesser percentage may be permitted by law or the by-laws of the
corporation, the affirmative vote of the holders of at least seventy-five
percent (75%) of the voting power of all shares of the corporation entitled to
vote generally in the election of directors, voting together as a single class,
shall be required to remove any director from office without assigning any cause
for such removal at any annual or special meeting of shareholders.
Notwithstanding
anything contained in these Articles of Incorporation to the contrary and
notwithstanding the fact that a lesser percentage may be permitted by law or the
by-laws of the corporation, the affirmative vote of the holders of at least
seventy-five percent (75%) of the voting power of all shares of the corporation
entitled to vote generally in the election of directors, voting together as a
single class, shall be required to alter, amend or adopt any provisions
inconsistent with, or repeal this Article SIXTH or any provision hereof at any
annual or special meeting of shareholders.
2
Entity #:
352490
Date
Filed: 11/24/2009
Pedro A.
Cortés
Secretary
of the Commonwealth
PENNSYLVANIA
DEPARTMENT OF STATE
CORPORATION
BUREAU
_________________________________________________________
Statement
of Change of Registered Office (15 Pa.C.S.)
Fee: $70
In
compliance with the requirements of the applicable provisions of 15 Pa.C.S.
(relating to corporations and unincorporated associations), the undersigned
corporation or limited partnership, desiring to effect a change of registered
office, hereby states that:
|
1.
|
The
name is:
Tasty Baking
Company
|
|
2.
|
The
(a) address of its initial registered office in this Commonwealth or (b)
name of its commercial registered office provider and the county of venue
is:
|
|
(a)
Number and Street
|
City
|
State
|
Zip
|
County
|
|
2801 Hunting Park Avenue
|
Philadelphia
|
PA
|
19129
|
Philadelphia
|
|
(b)
Name of Commercial Registered Office Provider
|
County
|
|
|
c/o: N/A
|
|
3.
|
Complete
part (a) or (b):
|
|
(a)
The address to which the registered office of the corporation or limited
partnership in this Commonwealth is to be changed is:
|
||||
|
Navy Yard Corporate Center Three
Crescent Dr. Ste 200
|
Philadelphia, |
PA
|
19112
|
Philadelphia
|
|
Number
and street
|
City
|
State
|
Zip
|
County
|
|
(b)
The registered office of the corporation or limited partnership shall be
provided by:
|
||||
|
c/o:
|
||||
| Name of Commercial Registered Office Provider |
County
|
|||
DSCB:
15-1507/4144/5507/6144/8506-2
|
4.
|
Strike out if a limited
partnership:
|
|
Such
change was authorized by the Board of Directors of the
corporation.
|
|
IN
TESTIMONY WHEREOF, the undersigned has caused
|
|
|
this
Statement of Change of Registered Office to be signed
|
|
|
by a
duly authorized officer thereof this
|
|
|
24th
day of November, 2009.
|
|
|
Tasty Baking Company
|
|
|
Name
of Corporation/Limited Partnership
|
|
|
/s/Lisa A. Hanssen
|
|
|
Signature
|
|
|
Lisa A. Hanssen, V.P. & Asst. General
Counsel
|
|
|
Title
|
|
2