EXHIBIT A

Case: 1:12-cv-00163 Document #: 1-1 Filed: 01/10/12 Page 1 of 9 PageID #:6
ARTICLES OF INCORPORATION

FOR

TRACY L. COENEN, S.c.

THE UNDERSIGNED INCORPORATOR is a licensed Certified Public Accountant in t~e

State of Wisconsin and executes these Articles for the purpose of forming a Wisconsin

corporation under Sec. 180.1903, Wis. Stats.

ARTICLE 1

1. Name. The name of the Corporation shall be Tracy L. Coenen, S.c.

ARTICLE 2

2. Purpose. The purpose for which the corporation is organized is to own, operate and

maintain an establishment in which the practice of certified public accounting shall be

carried on by its employees (as defined in Sec. 180.1901, Wis. Stats.). From and after

such time as no shareholder of this corporation is licensed to practice accounting in

Wisconsin, this corporation may engage in any lawful activity within the purpose for

which corporations may be organized under the Wisconsin Business Corporation Law,

Chapter 180 of the Wisconsin Statutes, exclusive of Sec. 180.1901 through 180.1921.

ARTICLE 3

3. Capital Stock. The aggregate number of shares of capital stock that the Corporation shall

have authority to issue is 9,000. The shares shall consist of one class only and shall be

designated "Common Stock." Each share shall have a par value of $0.01.

The shareholders of the Corporation may adopt or amend a Bylaw that fixes, changes, or

deletes a greater or lower quorum requirement or a greater voting requirement for

shareholders or voting groups of shareholders than is otherwise provided by the

Wisconsin Business Corporation Law.

ARTICLE 4

4. Shareholder Action. The shareholders of the Corporation may take any action required or

permitted to be taken at a meeting, without a meeting, if one or more written consents,

which set forth the action taken, are delivered to the Corporation for inclusion in the

corporate records. The written consents shall be signed by the shareholders who would

be entitled to vote at a meeting those shares with voting power sufficient to cast at least

the minimum number (or in the case of voting groups, the minimum numbers) of votes

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that would be necessary to authorize or take such action at a meeting at which all shares

-entitled to vote were present and voted.

ARTICLE 5

5. Registered Office and Agent. The address of the Corporation's initial registered office is

2812 South 33rd Street, Milwaukee, Wisconsin, 53215. The name of its initial registered

agent at such address is Tracy L. Coenen.

ARTICLE 6

6. Incorporator. The name and address of the Incorporator is Tracy L. Coenen, 2812 South

33rd Street, Milwaukee, W1 53215.

Executed this l"11-'o day of May, 2000. JJ,

~h,.~

This document was drafted by and upon filing should be returned to:

von Briesen, Purtell & Roper, s.c.

Karene S. Marchan, Esq.

601 Lake Avenue

P.O. Box 566

Racine, WI 53401-0566

262-635-3115

S:ICASEs\CICOENENlINCORP\ARTINCO I.DOC

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ACTION OF DIRECTORS BY WRITTEN CONSENT

WITHOUT A MEETING

The undersigned, being the Director of Tracy L. Coenen, S.c., a Wisconsin corporation,

acting pursuant to the provisions of Section 180.0821 of the Wisconsin Statutes, does hereby

authorize, adopt, ratify, confirm and consent to the following corporate actions:

Election of Officers

RESOLVED, that the following named person is elected Officer of the Corporation to

serve in the offices set forth opposite her respective name until the next armual meeting

of Directors and until her successors are duly elected and qualified:

Tracy L. Coenen President / Treasurer / Secretary

Approval of Actions of

Incorporation and Subscribers

RESOLVED, that all actions taken by the Incorporator and the Subscriber of this

Corporation, including adoption of a plan for the issuance of Small Business Corporation stock, pursuant to Section 1244 of the Internal Revenue Code ofl986, as amended,

are ratified, approved and confirmed.

FURTHER RESOLVED, that all resolutions adopted and all motions carried by the

actions of the Incorporator and the Subscribers are ratified and confirmed by this Board

of Directors with the same force and effect as though set forth in total in this resolution.

Approval of Subscription A2reement

RESOLVED, that this Corporation accepts the subscription to the shares of the $.01

par value common stock of this Corporation as the subscription appears in the

SUBSCRIPTION AGREEMENT set forth in the preceding pages of this record book.

FURTHER RESOLVED, that the subscription to the shares of the $.01 par value

common stock of this Corporation calls for the payment to the Corporation on or before

the 1st day of June, 2000, of the amounts specified in the Subscription Agreement.

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Approval of Corporate Depository

RESOLVED, that the following bank is selected and designated as the depository of

and for monies and funds of this Corporation, and that the appropriate officers of the

Corporation are authorized to establish the general account and payroll account of this

Corporation at this bank:

(See Resolutions attached hereto and incorporated herein by this reference.)

Approval of Stock Certificates

RESOLVED, that the stock certificates to represent the shares of this Corporation, the

transfer blanks on the reverse side thereof, and the receipt forms pertaining to the

certificates shall be in the form appearing on the face and reverse sides, respectively, of

the certificate and upon the stock certificate receipt attached to these actions,

incorporated by reference and marked for identification in red ink as follows:

"SAMPLE"

The undersigned, being the Director of the above named Corporation, has execut9d these

Resolutions to be filed as part of the Minutes of this Corporation, e ive as of the 22. rttf day of

June, 2000.

S:\CASES\C\COENENlINCORPlACTION·OIR01.00c

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ACTION OF INCORPORATOR AND SUBSCRIBER

BY WRITTEN CONSENT WITHOUT A MEETING

The undersigned, being the Incorporator and Subscriber of Tracy L. Coenen, S.c., a

Wisconsin corporation, acting pursuant to the provisions of Section 180.0704 of the Wisconsin

Statutes, adopts, approves, ratifies, confirms and consents to the following corporate actions:

Confirmation of Articles of Incorporation

RESOLVED, that the Articles of Incorporation of this Corporation are confirmed and

approved and that all actions taken by the Incorporator in connection with the Articles

are ratitied, confirmed and approved.

Authorization for Payment of Organization Expenses

RESOLVED, that the Corporation shall pay any and all expenses incurred m

connection with its incorporation and organization.

Approval ofIssuance of Certification Regarding

Qualification of Shares as Small Business Stock

RESOLVED, that the Corporation is authorized and directed to execute such

certifications regarding the qualification of the Corporation's shares as Small Business

Stock, pursuant to the provisions of Section 71.01(10) of the Wisconsin Statutes, with

respect to the issuance of shares in this Corporation to Tracy L. Coenen pursuant to her

subscriptions dated the ~day of June, 2000.

FURTHER RESOLVED, that the Officer of the Corporation is authorized and

directed to execute such certifications as may be required or requested of them.

Bylaws

RESOLVED, that the Bylaws of this Corporation appearing in the preceding pages of

this record book are unanimously adopted as the Bylaws for the Corporation and are, in

all respects, ratified, confirmed and approved.

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Ejection of Directors

RESOLVED, that the following named person is elected as Director of the

Corporation, to serve in said capacity until the next annual meeting of Shareholders and

until their successors shall be duly elected and qualified.

Tracy L. Coenen

The undersigned, constituting the Incorporator and Subscriber of the Corporation, have

executed these Resolutions to be filed as part of the minutes of this Corporation, effective as of the

2.2 ~ day of June, 2000.

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SEQUeNCE INC. (CO 502 50) 1/6(12 10:11 AM

lsconsin Department of Financial Institutions

Strengthening v\Jisconsin's Financial FUTure

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SEQUENCE INC.

You can: File an Annual Report - Reguest a Certificate of Status - File a Registered Agent/Office Update Form

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C050250

OS/22/2000

PER

Incorporated/Qualified/Registered Reguest a Certificate of Status

OS/22/2000

Service Corporation

Service Corporations are required to file an Annual Report under s.180.1921 WI Statutes.

Addresses

Registered Agent TRACY COENEN

Office 111 E WISCONSIN AVE #1230

MILWAUKEE, WI 53202

Principal Office

File a Registered Agent/Office Update Form

111 E WISCONSIN AVE #1230

MILWAUKEE, WI 53202

Historical Information

Annual Reports

Year Reel Image Filed By Stored On

2011 111 1111 paper image

2010 111 1111 paper image

2009 111 1111 paper image

hrtps: 1Iwww.wdfi.org/apps/CorpSeareh/Detail 5 .aspx7entitylD =CO 502 ... onlD =ae944 5 56-40a6-4b9f-a 74b-4 26 7da3 0 1eed&type =Si mple&q = seque nee Page .

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SEQUENCE INC. (C0502 50) 1/6/12 10: 11 AM

2008 111 1111 paper image

2007 111 1111 paper image

2006 111 1111 paper image

2005 111 1111 paper image

2004 111 1111 paper image

2003 111 1111 paper image

2002 007 1316 paper microfilm

2001 009 1125 paper microfilm

File an Annual Report - Order a Document Copy

Certificates of None

Newly-elected

OfficerslDirectors

Old Names

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Change Date Name

Current SEQUENCE INC.

05/10/2002 TRACY L. COENEN, S.C.

Effective Date Transaction Filed Date Description

OS/22/2000 Incorporated/Qualified/Registered OS/24/2000

08/30/2001 Change of Registered Agent 09/06/2001

05/10/2002 Amendment 05/16/2002 Old Name = TRACY L. COENEN, SC., CHGS

REGD ADDRESS

08/14/2002 Change of Registered Agent 08/14/2002 FM 122002

08/31/2004 Change of Registered Agent 08/31/2004 FM 12 2004

07/22/2008 Change of Registered Agent 07/22/2008 FM 12 2008

Order a Document Copy

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