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EXHIBIT 3.9
MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
Date Received: (FOR BUREAU USE ONLY)
Name: Matthew J. Hogan, Esq.
Address: Posternak, Blankstein & Lund, L.L.P.
100 Charles River Plaza
Boston MA 02114
EFFECTIVE DATE:
ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC PROFIT CORPORATIONS
(PLEASE READ INFORMATION AND INSTRUCTIONS ON THE LAST PAGE)
Pursuant to the provisions of Act 284, Public Acts of 1972, the undersigned
corporation executes the following Articles:
ARTICLE I
The name of the corporation is:
UNICCO Service of M.I., Inc.
ARTICLE II
The purpose or purposes for which the corporation is formed is to engage in any
activity within the purposes for which corporations may be formed under the
Business Corporation Act of Michigan.
To carry on a general maintenance and cleaning consulting business.
ARTICLE III
The total authorized shares:
1. Common Shares 100 common shares, $.01 Par Value
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Preferred Shares
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2. A statement of all or any of the relative rights, preferences and limitations
of the shares of each class is as follows
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ARTICLE IV
1. The address of the registered office is:
c/o The Corporation Company
30600 Telegraph Road Bingham Farms, Michigan 48025
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(Street Address) (City) (State) (ZIP Code)
The mailing address of the registered office, if different than above:
Michigan
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(Street Address) (City) (State) (ZIP Code)
3. The name of the resident agent at the registered office is:
The Corporation Company
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ARTICLE V
The name(s) and address(es) of the incorporator(s) is (are) as follows:
NAME RESIDENCE OR BUSINESS ADDRESS
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Matthew J. Hogan Posternak, Blankstein & Lund, L.L.P.
100 Charles River Plaza, Boston, MA 02114
ARTICLE VI (OPTIONAL. DELETE IF NOT APPLICABLE)
When a compromise or arrangement or a plan of reorganization of this corporation
is proposed between this corporation and its creditors or any class of them or
between this corporation and its shareholders or any class of them, a court of
equity jurisdiction within the state, on application of this corporation or of a
creditor or shareholder thereof, or o application of a receiver appointed for
the corporation, may order a meeting of the creditors or class of creditors or
of the shareholders or class of shareholders to be affected by the proposed
compromise or arrangement or reorganization, to be summoned in such manner as
the court directs. If a majority in number representing 3/4 in value of the
creditors or class of creditors, or of the shareholders or class of shareholders
to be affected by the proposed compromise or arrangement or a reorganization,
agree to a compromise or arrangement or a reorganization of this corporation as
a consequence of the compromise or arrangement, the compromise or arrangement
and the reorganization, if sanctioned by the court to which the application has
been made, shall be binding on all the creditors or class of creditors, or on
all the shareholders or class of shareholders and also en this corporation..
ARTICLE VII (OPTIONAL. DELETE IF NOT APPLICABLE)
Any action required or permitted by the Act to be taken at an annual or special
meeting of shareholders may be taken without a meeting, without prior notice,
and without a vote, if consents in writing, setting forth the action so taken,
are signed by the holders of outstanding shares having not less than the minimum
number of votes that would be necessary to authorize or take the action at a
meeting at which all shares entitled to vote on the action were present and
voted. The written consents shall bear the date of signature of each shareholder
who signs the consent. No written consents shall be effective to take the
corporate action referred to unless, within 60 days
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after the record date for determining shareholders entitled to express consent
to or to dissent from a proposal without a meeting, written consents dated not
more than 10 days before the record date and signed by a sufficient number of
shareholders to take the action are delivered to the corporation. Delivery shall
be to the corporation's registered office, its principal place of business, or
an officer or agent of the corporation having custody of the minutes of the
proceedings of its shareholders. Delivery made to a corporation's registered
office shall be by hand or by certified or registered mail, return receipt
requested.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to shareholders who would have
been entitled to notice of the shareholder meeting if the action had been taken
at a meeting and who have not consented in writing.
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Use space below for additional Articles or for continuation of previous
Articles. Please identify any Article being continued or added. Attach
additional pages if needed.
I, (We), the incorporator(s) sign my (our) name(s) this ___15th day of June,
1999.
/s/ Matthew J. Hogan
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Matthew J. Hogan
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