AECOM International S4/A Registration of securities issued in business combination transactions (amended) | SEC 25 Jun 13

AECOM International Inactive S-4/ARegistration of securities issued in business combination transactions (amended)

Exhibit 3.53

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F0652-0381

CERTIFICATE OF AMENDMENT

TO ARTICLES OF

DALTON • DALTON • NEWPORT INC

William Roy Laubscher, President, and Sheldon S. Mann, Secretary, of Dalton • Dalton • Newport Inc, an Ohio corporation, with its principle office located at Cleveland, Ohio, do hereby certify that a writing signed by the sole shareholder of said corporation for the purpose of amending the Articles of Incorporation thereof, as contained in the following resolution, was duly executed on the 16th day of April, 1985:

RESOLVED, that the Articles of Incorporation of the Corporation are hereby amended to provide that the name of the Corporation be changed to URS Dalton Inc.

IN WITNESS WHEREOF, said William Roy Laubscher, President, and Sheldon S. Mann, Secretary, of Dalton • Dalton • Newport Inc, acting for and on behalf of said corporation, have hereunto subscribed their names and caused the seal of said corporation to be hereunto affixed this 16th day of April, 1985.


By:
		William Roy Laubscher, President

By:
		Sheldon S. Mann, Secretary

Doc ID —> G066_1470

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CERTIFICATE OF AMENDMENT

TO ARTICLES OF

URS DALTON INC

William Roy Laubscher, President, and Joseph Masters, Secretary, of URS Dalton Inc, an Ohio corporation, with its principle office located at Shaker Hts. Ohio, do hereby certify that a writing signed by the sole shareholder of said corporation for the purpose of amending the Articles of Incorporation thereof, as contained in the following resolution, was duly executed on the19th day of December, 1986:

RESOLVED, that the Articles of Incorporation of the Corporation are hereby amended to provide that the name of the Corporation be changed to “URS Company, Inc.”.

IN WITNESS WHEREOF, said William Roy Laubscher, President, and Joseph Masters, Secretary, of URS Dalton Inc, acting for and on behalf of said corporation, have hereunto subscribed their names and caused the seal of said corporation to be hereunto affixed this22nd day of December, 1986. *formerly Cleveland, Cuyahoga Co.


By:
		William Roy Laubscher, President

By:
		Joseph Masters, Secretary
		Seal

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Doc ID —> G527_0385

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CERTIFICATE OF AMENDMENT OF

ARTICLES OF INCORPORATION OF

URS COMPANY, INC.

Thomas R. Webb, President, andDonald T. Parent, Secretary, of URS Company, Inc., an Ohio corporation, with its principal office located at Shaker Hts., Ohio, do hereby certify that a writing signed by the sole shareholder of the Corporation for the purpose of amending the Articles of Incorporation thereof, as contained in the following resolution, was duly executed on the1st day ofNovember, 1988.

RESOLVED, that the Articles of Incorporation of the Corporation are hereby amended to provide that the name of the Corporation be changed to “URS Consultants, Inc. - Ohio.”

IN WITNESS HEREOF, saidThomas R. Webb, President, andDonald T. Parent, Secretary, of URS Company, Inc., acting for and on behalf of the Corporation, have hereunto subscribed their names this30th day ofNovember, 1988. There is no corporate seal.

Thomas R. Webb, President

Donald T. Parent, Secretary

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Doc ID —> 5622_0912

CERTIFICATE OF AMENDMENT

BY SHAREHOLDERS TO THE ARTICLES OF INCORPORATION OF

URS Consultants, Inc. – Ohio

(Name of Corporation)


		Joseph Masters		, who is:

		¨ Chairman of the Board ¨ President x Vice President (Please check one.)


and	Carol Brummerstedt	, who is:
	¨ Secretary x Assistant Secretary (Please check one.)

of the above named Ohio corporation organized for profit does hereby certify that: (Please check the appropriate box and complete the appropriate statements.)

a meeting of the shareholders was duly called for the purpose of adopting this amendment and held on , 19 at which meeting a quorum of the shareholders was present in person or by proxy, and by the affirmative vote of the holders of shares entitling them to exercise % of the voting power of the corporation.

x	in a writing signed by all of the shareholders who would be entitled to notice of a meeting held for that purpose, the following resolution to amend the articles was adopted: “The name of the corporation is hereby amended to read as follows: URS Greiner, Inc. – Ohio”

IN WITNESS WHEREOF, the above named officers, acting for and on the behalf of the corporation, have hereto subscribed their names this 18^th day ofSeptember, 1996.


By		By
	(Chairman, President, Vice President		(Secretary, Assistant Secretary)
	Joseph Masters, Vice President		Carol Brummerstedt, Assistant Secretary
NOTE: OHIO LAW DOES NOT PERMIT ONE OFFICER TO SIGN IN TWO CAPACITIES. TWO SEPARATE SIGNATURES ARE REQUIRED, EVEN IF THIS NECESSITATES THE ELECTION OF A SECOND OFFICER BEFORE THE FILING CAN BE MADE.

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Doc ID —> 199826600293

CERTIFICATE OF AMENDMENT

BY SHAREHOLDERS TO THE ARTICLES OF INCORPORATION OF

URS GREINER, INC.–OHIO

(Name of Corporation)


		CYNTHIA JORGENSEN		, who is:

		¨ Chairman of the Board ¨ President x Vice President (Please check one.)


and	CAROL BRUMMERSTEDT	, who is:
	¨ Secretary x Assistant Secretary (Please check one.)

of the above named Ohio corporation organized for profit does hereby certify that: (Please check the appropriate box and complete the appropriate statements.)

x	in a writing signed by all of the shareholders who would be entitled to notice of a meeting held for that purpose, the following resolution to amend the articles was adopted:


		THE NAME OF THE CORPORATION IS:
		“URS GREINER WOODWARD-CLYDE, INC.–OHIO

IN WITNESS WHEREOF, the above named officers, acting for and on behalf of the corporation, have hereunto subscribed their names this 18^th day of August, 1998.


BY:
		(Chairman, President or Vice President)
		Cynthia Jorgensen, Vice President

BY:
		(Secretary or Assistant Secretary)
		Carol Brummerstedt, Asst. Secretary

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Doc ID —> 200010400568


		Prescribed by J. Kenneth Blackwell		Expedite this form xYes
		Please obtain fee amount and mailing instructions from theForms Inventory List (using the 3 digit form # located at the bottom of this form). To obtain theForms Inventory List or for assistance, please call Customer Service:
		Central Ohio: (614)-466-3910 Toll Free: 1-877-SOS-FILE (1-877-767-3453)

CERTIFICATE OF AMENDED ARTICLES OF INCORPORATION

URS GREINER WOODWARD-CLYDE, INC. - OHIO

(Name of Corporation)

184531

(charter number)

Joseph Masters, who is theVice President of the above named Ohio corporation for profit, does hereby certify that:

¨	a meeting of the shareholders was duly called and held on , at which meeting a quorum the shareholders was present in person or by proxy, and that by the affirmative vote of the holders of shares entitling them to exercise % of the voting power of the corporation.

x	in a writing signed by all the shareholders who would be entitled to notice of a meeting held for that purpose, the following Amended Articles of Incorporation were adopted to supersede and take the place of the existing Articles and all amendments thereto.

AMENDED ARTICLES OF INCORPORATION


FIRST:		The name of the corporation is:URS CORPORATION - OHIO

SECOND:		The place in the State of Ohio where its principal office is located is in the City ofCleveland,Cuyahoga County.

THIRD:		The purposes of the corporation are as follows:
		engineering consulting services

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Doc ID —> 200010400568

J. Kenneth Blackwell

Secretary of State


FOURTH:		The number of shares which the corporation is authorized to have outstanding is:22,411.4

FIFTH:		These Amended Articles of Incorporation take the place of and supersede the existing Articles of Incorporation as heretofore amended.


IN WITNESS WHEREOF, the above named officer, acting for and on behalf of the corporation, has hereunto
subscribed	his	name on	Ap. 7, 2000
	(gender)		(date)


By:
Title:		Joseph Masters, Vice President

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Doc ID —> 200010400568


		Prescribed byJ. Kenneth Blackwell
		Please obtain fee amount and mailing instructions from theForms Inventory List (using the 3 digit form # located at the bottom of this form). To obtain theForms Inventory List or for assistance, please call Customer Service: Central Ohio: (614)-466-3910 Toll Free: 1-877-SOS-FILE (1-877-767-3453)

¨	UNIFORM COMMERCIAL CODE FILINGS

x	CORPORATE FILINGS

CORPORATIONS ONLY

EXPEDITE

SERVICE

CORRESPONDENCE

PLEASE RETURN THE ATTACHED DOCUMENTS TO:

DIAMOND ACCESS

NAME OF YOUR FIRM OR COMPANY

LISA VAIDO

ATTN

16 EAST BROAD STREET SUITE 600

STREET ADDRESS



COLUMBUS	OHIO	43215
CITY	STATE	ZIP

621-0063

TELEPHONE


		UCC ONLY
		¨ MAIL ¨ PICK UP
		IF NOT CHECKED, IT WILL BE MAILED


183-CSP		Version: May 1, 1999

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Doc ID —> 200302800208

CERTIFICATE OF MERGER

(For Domestic or Foreign, Profit or Non-Profit)

Filing Fee $125.00

(154-MER)

In accordance with the requirements of Ohio law, the undersigned corporations, banks, savings banks, savings and loan, limited liability companies, limited partnerships and/or partnerships with limited liability, desiring to effect a merger, set forth the following facts:


I. SURVIVING ENTITY

	A.	The name of the entity surviving the merger is:

		URS Corporation - Ohio

	B.	Name Change: As a result of this merger, the name of the surviving entity has been changed to the following:


		(Complete only if name of surviving entity is changing through the merger)

	C.	The surviving entity is a; (Please check the appropriate box and fill in the appropriate blanks)

		x	Domestic (Ohio) For-Profit Corporation, charter number 184531

		¨	Domestic (Ohio) Non-Profit Corporation, charter number

		¨	Foreign (Non-Ohio) Corporation incorporated under the laws of the state/country of and licensed to transact business in the State of Ohio under license number

		¨	Foreign (Non-Ohio) Corporation incorporated under the laws of the state/country of and NOT licensed to transact business in the state of Ohio.

		¨	Domestic (Ohio) Limited Liability Company, with registration number

		¨	Foreign (Non-Ohio) Limited Liability Company organized under the laws of the state/country of and registered to do business in the State of Ohio under registration number

		¨	Foreign (Non-Ohio) Limited Liability Company organized under the laws of the state/country of and NOT registered to do business in the State of Ohio.

		¨	Domestic (Ohio) Limited Partnership, with registration number

		¨	Foreign (Non-Ohio) Limited Partnership organized under the laws of the state/country of and registered to do business in the state of Ohio under registration number

[ILLEGIBLE]


551		Last Revision: May 2002

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Doc ID —> 200302800208



		¨	Foreign (Non-Ohio) Limited Partnership organized under the laws of the state/country of and NOT registered to do business in the state of Ohio.

		¨	Domestic (Ohio) Partnership having limited liability, with the registration number

		¨	Foreign (Non-Ohio) Partnership having limited liability organized under the laws of the state/country of and registered to do business in the state of Ohio under registration number

		¨	Foreign (Non-Ohio) Non-Profit Incorporation under the laws of the state/county of and licensed to transact business in the state of Ohio under license number

		¨	Foreign (Non-Ohio) Non-Profit Incorporation under the laws of the state/country of and not licensed to transact business in the state of Ohio

		¨	General partnership not registered with the state of Ohio

II.	MERGING ENTITY
	The name, charter/license/registration number, type of entity, state/country of Incorporation or organization, respectively, of which is the entities merging out of existence are as follows: (If this is insufficient space to reflect all merging entities, please attach a separate sheet listing the merging entitles)

	[ILLEGIBLE]



	Name / charter, license or registration number	State/Country of Organization	Type of Entity

	BRW Hazelet & Erdal of Ohio [Reg# 992645 ]	OH	Corporation







III.	MERGER AGREEMENT ON FILE
	The name and mailing address of the person or entity from whom/which eligible persons may obtain a copy of the agreement of merger upon written request:

	URS Corporation - Ohio	100 California Street
	(name)	(street) NOTE: P.O. Box Addresses are NOT acceptable.

	San Francisco	CA	94111
	(city, village or township)	(state)	(zip code)



IV.		EFFECTIVE DATE OF MERGER
		This merger is to be effective on: (If a date is specified, the date must be a date on or after the date of filing: the effective date of the merger cannot be earlier than the date of filing, if no date is specified, the date of filing will be the effective date of the merger).

V.		MERGER AUTHORIZED
		The laws of the state or country under which each constituent entity exists, permits this merger. This merger was adopted, approved and authorized by each of the constituent entities in compliance with the laws of the state under which it is organised, and the persons signing this certificate on behalf of each of the constituent entities are duly authorized to do so.

[ILLEGIBLE]


551		Last Revision: May 2002

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Doc ID —> 200302800208

VI.

STATUTORY AGENT

The name and address of the surviving entity’s statutory agent upon whom any process, notice or demand may be served is:




						(name)				(street) NOTE: P.O. Box Addresses are NOT acceptable



	, Ohio
(city, village or township)		(zip code)


(This item MUST be completed if the surviving entity is a foreign entity which is not licensed, registered or otherwise authorized to conduct business in the state of Ohio)

VII.		ACCEPTANCE OF AGENT
		The undersigned, named herein as the statutory agent for the above referenced surviving entity, hereby acknowledges and accepts the appointment of statutory agent for said entity.



		Signature of Agent

	(The acceptance of agent must be completed by the surviving entities if through this merger the statutory agent has changed, or the named agent differs in any way from the name currently on record with the Secretary of State.)

VIII.	STATEMENT OF MERGER
	Upon filing, or upon such later date as specified herein, the merging entity/entities listed herein shall merge into the listed surviving entity

IX.	AMENDMENTS
	The articles of Incorporation, articles of organization, certificate of limited partnership or registration of partnership having limited liability (circle appropriate term) of the surviving domestic entity have been amended.


	¨ Attachments are provided	x No Changes

X.	QUALIFICATION OR LICENSURE OF FOREIGN SURVIVING ENTITY



				A.		The listed surviving foreign corporation, bank, savings bank, savings and loan, limited liability company, limited partnership, or partnership having limited liability desires to transact business in Ohio as a foreign corporation, bank, savings bank, savings and loan, limited liability company, limited partnership, or partnership having limited liability, and hereby appoints the following as its statutory agent upon whom process, notice or demand against the entity may be served in the state of Ohio. The name and complete address of the statutory agent is:

(name)

(street) NOTE: P.O. Box Addresses are NOT acceptable

, Ohio

(city, village or township)

(zip code)

The subject surviving foreign corporation, bank, savings bank, savings and loan, limited liability company, limited partnership, or partnership having limited liability irrevocably consents to service of process on the statutory agent listed above as long as the authority of the agent continues, and to service of process upon the Secretary of State of Ohio if the agent cannot be found, if the corporation, bank, savings bank, savings and loan, limited liability company, limited partnership, or partnership having limited liability fails to designate another agent when required to do so, or if the foreign corporation’s, bank’s, savings bank’s, savings and loan’s, limited liability company’s, limited partnership’s or partnership having limited liability’s license or registration to do business on Ohio expires or is canceled.

[ILLEGIBLE]


551		Last Revision: May 2002
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Doc ID —> 200302800208


B.	The qualifying entity also states as follows: (Complete only if applicable)

	1.	Foreign Notice Under Section 1703.031

		(If the qualifying entity is a foreign bank, savings bank, or savings and loan, then the following Information must be completed.)

		(a.)	The name of the Foreign Nationally/Federally chartered bank, savings bank, or savings and loan association is



		(b.)	The name(s) of any Trade Name(s) under which the corporation will conduct business:



(c.)	The location of the main office (non-Ohio) shall be:


	(street address)	NOTE: P.O. Box Addresses are NOT acceptable.

(city, township, or village)

(county)

(state)

(zip code)


(d.)	The principal office location in the state of Ohio shall be:


	(street address)	NOTE: P.O. Box Addresses are NOT acceptable.

Ohio

(city, township, or village)

(county)

(state)

(zip code)

(Please note, If there will not be an office in the state of Ohio, please list none.)

(e.)

The corporation will exercise the following purpose(s) in the state of Ohio:

(Please provide a brief summary of the business to be conducted; a general clause is not sufficient)

Foreign Qualifying Limited Liability Company

(If the qualifying entity is a foreign limited liability company, the following information must be completed.)

(a.)

The name of the limited liability company in its state of organized/registration is

(b.)

The name under which the limited liability company desires to transact business in Ohio is

(c.)

The limited liability company was organized or registered on

under the laws of the state/country of

[ILLEGIBLE]


551		Last Revision: May 2002

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Doc ID —> 200302800208



(d.)	The address to which interested persons may direct requests for copies of the articles of organization, operating agreement, bylaws, or other charter documents of the company is:


	(street address)	NOTE: P.O. Box Addresses are NOT acceptable.

(city, township, or village)

(state)

(zip code)

Foreign Qualifying Limited Partnership

(If the qualifying entity is a foreign limited partnership, the following information must be completed).

(a.)

The name of the limited partnership is

(b.)

The limited partnership was formed on

(c.)

The address of the office of the limited partnership in its state/country of organization is:



						(street address)		NOTE: P.O. Box Addresses are NOT acceptable.

(city, township, or village)

(county)

(state)

(zip code)

(d.)

The limited partnership’s principal office address is:



						(street address)		NOTE: P.O. Box Addresses are NOT acceptable.

(city, township, or village)

(county)

(state)

(zip code)

(e.)

The names and business or residence addresses of the General partners of the partnership are as follows:


		Name				Address

(If insufficient space to cover this item, please attach a separate sheet listing the general partners and their respective addresses)

(f.)

The address of the office where a list of the names and business or residence addresses of the limited partners and their respective capital contributions is to be maintained is:



						(street address)		NOTE: P.O. Box Addresses are NOT acceptable.

(city, township, or village)

(county)

(state)

(zip code)

[ILLEGIBLE]


551		Last Revision: May 2002

	Page 7

Doc ID —> 200302800208


	The limited partnership hereby certifies that it shall maintain said records until the registration of the limited partnership in Ohio is canceled or withdrawn.

4.	Foreign Qualifying Partnership Having Limited Liability

	(a.)	The name of the partnership shall be



	(b.)	Please complete the following appropriate section (either item b(1) or b(2)):

		(1.) The address of the partnership’s principal office in Ohio is:



						(street address)		NOTE: P.O. Box Addresses are NOT acceptable.

, Ohio

(city, village or township)

(zip code)


				(If the partnership does not have a principal office in Ohio, then items b2 must be completed)

						(2.) The address of the partnership’s principal office (Non-Ohio):



						(street address)		NOTE: P.O. Box Addresses are NOT acceptable.

(city, township, or village )

(state)

(zip code)

(c.)

The name and address of a statutory agent for service of process in Ohio is as follows:

(name)



						(street address)		NOTE: P.O. Box Addresses are NOT acceptable.

, Ohio

(city, village or township)

(zip code)

(d.)

Please indicate the state or jurisdiction in which the Foreign Limited Liability Partnership has been formed

______________________________________

(e.)

The business which the partnership engages in is:


551		Last Revision: May 2002

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Doc ID —> 200302800208

The undersigned constituent entities have caused this certificate of merger to be signed by its duly authorized officers, partners and representatives on the date(s) stated below.


BRW Hazelet & Erdal of Ohio
(Exact name of entity)

By:

		Joseph Masters
Its:		Vice President

Date:		January 27, 2003


(Exact name of entity)

By:

Its:

Date:


(Exact name of entity)

By:

Its:

Date:


(Exact name of entity)

By:

Its:

Date:


(Exact name of entity)

By:

Its:

Date:


URS Corporation - Ohio
(Exact name of entity)

By:

		Joseph Masters
Its:		Vice President

Date:		January 27, 2003


(Exact name of entity)

By:

Its:

Date:


(Exact name of entity)

By:

Its:

Date:


(Exact name of entity)

By:

Its:

Date:


(Exact name of entity)

By:

Its:

Date:

[ILLEGIBLE]


551		Last Revision: May 2002

	Page 9

Doc ID —> 200734502920


	Prescribed by:	Expedite this Form: (Select One)
	The Ohio Secretary of State Central Ohio: (614) 466-3910 Toll Free: 1-877-SOS-FILE (1-877-767-3453)	Mail Form to one of the Following:
		PO Box 1380 l Yes Columbus, OH 43216 * Requires an additional fee of $100 *
www.sos.state.oh.us e-mail: busserv@sos.state.oh.us		PO Box 1028 ¡ No Columbus, OH 43216

Certificate of Amendment by

Shareholders or Members

(Domestic)

Filing Fee $50.00


*(CHECK ONLY ONE (1) BOX)*
(1) Domestic for Profit	PLEASE READ INSTRUCTIONS	(2) Domestic Nonprofit
¨ Amended	x Amendment	¨ Amended	¨ Amendment
(122-AMAP)	(125-AMDS)	(126-AMAN)	(126-AMD)


Complete the general information in this section for the box checked above.

Name of Corporation		URS CORPORATION - OHIO
Charter Number		184531
Name of Officer		Kristin L. Jones
Title		Secretary

¨ Please check if additional provisions attached.

The above named Ohio corporation, does hereby certify that:

¨ A meeting of the ¨ shareholders ¨ directors (nonprofit amended articles only)



¨ members was duly called and held on
		(Date)



at which meeting a quorum was present in person or by proxy, based upon the quorum present, an affirmative vote was cast which entitled them to exercise % as the voting power of the corporation.

x In a writing signed by all of the x shareholders ¨ directors(non-profit amended articles only) ¨ members who would be entitled to the notice of a meeting or such other proportion not less than a majority as the articles of regulations or bylaws permit.

Clause applies if amended box is checked.

Resolved, that the following amended articles of incorporations be and the same are hereby adopted to supercede and take the place of the existing articles of incorporation and all amendments thereto.



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Doc ID —> 200734502920

All of the following information must be completed if an amended box is checked.

If an amendment box is checked, complete the areas that apply.


FIRST: The name of the corporation is:


SECOND: The place in the State of Ohio where its principal office is located is in the City of:



		(city, village or township)		(county)


THIRD: The purposes of the corporation are as follows:

To own, buy, sell and otherwise deal in equipment, materials and machinery of all types and description; to furnish engineering, designing and consulting services; to own, buy, sell, lease and otherwise deal in real estate and to do any and all things necessary and incident to the purposes aforesaid; to engage in any and all other lawful acts or activities for which corporations may be formed under Sections 1701.01 to 1701.98, inclusive, of the Ohio Revised Code.


FOURTH: The number of shared which the corporation is authorized to have outstanding is:
(Does not apply to box (2))


REQUIRED Must be authenticated (signed) by an authorized representative	Authorized Representative	12-6-07 Date

(See Instructions)	Kristin L. Jones, Secretary
	(Print Name)



	Authorized Representative	Date

	(Print Name)

[ILLEGIBLE]

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Prescribed by

Charter No. 184531

808 TAFT, Secretary of State

Approved CR

30 East Broad Street, 14th Floor

Date 9-23-96

Columbus, Ohio 43266-0418