EXHIBIT 4.1
State of North Carolina
Department of the Secretary of State
ARTICLES OF INCORPORATION
(PROFESSIONAL CORPORATION)
Pursuant to Chapter 55B and §55-2-02 of the General Statutes of North Carolina, the undersigned hereby submit these Articles of Incorporation for the purpose of forming a professional corporation.
| 1. | | The name of the corporation is: URS Corporation – North Carolina
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| 2. | | The number of shares of the corporation is authorized to issue is: Four hundred |
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| | | These shares shall be: |
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| | | (a) all of one class, designated as common stock |
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| 3. | | The street address and county of the initial registered office of the corporation is: |
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| | | Number and Street: 225 Hillsborough Street |
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| | | City, State, Zip Code: Raleigh, North Carolina County: Wake |
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| 4. | | The mailing addressif different from the street address of the initial registered office is: |
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| 5. | | The name of the initial registered agent is: CT Corporation |
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| 6. | | Any other provisions, which the corporation elects to include are attached. |
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| 7. | | The specific purpose for which the corporation is being formed: Engineering |
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| 8. | | The name and address of each incorporator is as follows: |
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| | | William D. Webb, 5301 77 Center Drive, Suite 41, Charlotte, North Carolina 28217 |
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| 9. | | With respect to each professional service to be practiced through the corporation, the name of at least one of the corporation’s incorporators who is a licensee of the licensing board which regulates such professions in this State is: William D. Webb. |
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| 10. | | A certificate by the appropriate licensing board that the shareholder interests of the corporation are in compliance with the requirements of N.C.G.S. Sections 55B-4(2) and 55B-6 is attached. |
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| 11. | | These articles will be effective upon filing, unless a date and/or time is specified. |
This 27th day of July, 2001.
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| /s/ William D. Webb |
| William D. Webb, Incorporator |
State of North Carolina
Department of the Secretary of State
ARTICLES OF AMENDMENT
BUSINESS CORPORATION
Pursuant to §55-10-06 of the General Statutes of North Carolina ,the undersigned corporation hereby submits the following Articles of Amendment for the purpose of amending its Articles of Incorporation.
| 1. | | The name of the corporation is: URS CORPORATION – NORTH CAROLINA
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| 2. | | The text of each amendment adopted is as follows: |
“7. The specific purpose for which the corporation is being formed: engineering and geology.”
| 3. | | If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment, if not contained in the amendment itself, are as follows. |
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| 4. | | The date of adoption of each amendment was as follows: |
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| | | April 1, 2004 |
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| 5. | | d. The amendment was approved by shareholder action, and such shareholder approval was obtained as required by Chapter 55 of the North Carolina General Statutes. |
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| 6. | | These articles will be effective upon filing, unless a delayed time and date is specified. |
This the 8th day of April, 2004
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| | | URS Corporation – North Carolina |
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| | | /s/ Kristin L. Jones |
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| | | Kristin L. Jones, Assistant Secretary |
