EXHIBIT 3.15
ARTICLES OF INCORPORATION
OF
SOUTHERN DEVELOPMENT COMPANY
KNOW ALL MEN BY THESE PRESENTS that we the undersigned, for the
purpose of forming a corporation under the laws of Missouri and more
particularly under the provisions of the General and Business Corporation Act of
Missouri of 1943 governing general and business corporations, have entered into
the following agreement:
ARTICLE I
The name of the corporation shall be "Southern Development Company".
ARTICLE II
The corporation shall be located in Kansas City, Missouri, its initial
registered office in this state shall be 700 Kansas City Southern Building, 000
Xxxx Xxxxxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx, and X. X. Xxxxx shall be its
initial registered agent at said address.
ARTICLE III
The corporation shall have authority to issue the aggregate number of
one hundred shares of common stock, of the par value of ONE HUNDRED ($100.00)
DOLLARS each.
ARTICLE IV
The amount of the stated capital of the corporation shall be TEN
THOUSAND and no/100 ($10,000.00) DOLLARS, divided into one hundred shares of the
par value of ONE HUNDRED and no/100 ($100.00) DOLLARS each, the whole of which
has been in good faith subscribed and actually paid up in lawful money of the
United States.
ARTICLE V
The names, places and residences of the shareholders and the number of
shares subscribed by each are as follows:
Name Residence Number of Shares
---- --------- ----------------
W. N. Deramus Kansas City, Missouri 96
X. X. Xxxxxxx Kansas City, Missouri 1
X. X. Xxxxxxxx Kansas City, Missouri 1
J. R. Brown Kansas City, Missouri 1
L. O. Frith Kansas City, Missouri 1
ARTICLE VI
The board of directors shall consist of five members, and those agreed
upon for the first year are W. N. Xxxxxxx, X. X. Xxxxxxx, X. X. Xxxxxxxx, X. X.
Xxxxx and L. O. Frith.
ARTICLE VII
The corporation shall continue perpetually.
ARTICLE VIII
The corporation shall have the power to purchase or otherwise acquire,
own, hold, sell or otherwise dispose of, rent, lease, improve and mortgage real
estate in the State of Missouri and elsewhere; to purchase and sell stocks and
bonds and any other personal property; to construct buildings and other
improvements to real estate; to make contracts with all persons or corporations;
to borrow money and pledge or mortgage the assets of the corporation as security
therefor, and generally to do all things necessary, suitable and proper to carry
out the foregoing purposes or incidental thereto.
IN WITNESS WHEREOF, we have set our hands this 31/st/ day of January,
1947.
/s/ W.N. Xxxxxxx
------------------------------
/s/ X. X. Xxxxxxx
------------------------------
/s/ X. X. Xxxxxxxx
------------------------------
/s/ J. R. Brown
------------------------------
/s/ L. O. Fitch
------------------------------
STATE OF MISSOURI )
) SS
COUNTY OF XXXXXXX )
On this 31/st/ day of January, 1947, before me personally appeared W.
N. Xxxxxxx, X. X. Xxxxxxx, X. X. Xxxxxxxx, X. X. Xxxxx and L. O. Xxxxx to me
known to be the persons described in and who executed the foregoing instrument
and acknowledged that they executed the same as their free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
notarial seal the day and year last above written.
My commission expires November 30, 1949.
/s/ X.X. Xxxxxxx
------------------------------------------------
Notary Public within and for Xxxxxxx County,
Missouri
STATE OF MISSOURI )
) SS
COUNTY OF XXXXXXX )
The undersigned, being all of the subscribers as well as the persons
selected as directors for the first year in the above and foregoing articles of
agreement for the incorporation of SOUTHERN DEVELOPMENT COMPANY being first duly
sworn upon their oaths each say that the statements and matters set forth herein
are true; and that the whole of the capital stock of the said corporation has
been, in good faith, subscribed and actually paid up in lawful money of the
United States as set forth in Article IV of said articles of agreement.
/s/ W.N. Xxxxxxx
----------------------------
/s/ X. X. Xxxxxxx
----------------------------
/s/ X. X. Xxxxxxxx
----------------------------
/s/ J. R. Brown
----------------------------
/s/ L. O. Fitch
----------------------------
Subscribed and sworn to before me this 31/st/ day of January, 1947.
