Exhibit 3.19
[LOGO] | State of California
Kevin Shelley
Secretary of State
LIMITED LIABILITY COMPANY ARTICLES OF ORGANIZATION - CONVERSION | File # 200504210018
FILED In the office of the Secretary of State of the State of California
FEB 04 2005
/s/ KEVIN SHELLEY KEVIN SHELLEY, Secretary of State
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| IMPORTANT – Read all instructions before completing this form. | This Space For Filling Use Only | |||||
CONVERTED ENTITY INFORMATION
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| 1. | NAME OF LIMITED LIABILITY COMPANY (End the name with the words “Limited Liability Company,” “Ltd, Liability Company,” “Ltd, Liability Co.,” or the abbreviation “LLC” or “LLC.”)
Dyn Marine Services LLC
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| 2. | THE PURPOSE OF THE LIMITED LIABILITY COMPANY IS TO ENGAGE IN ANY LAWFUL ACT OR ACTIVITY FOR WHICH A LIMITED LIABILITY COMPANY MAY BE ORGANIZED UNDER THE BEVERLY KILLEA LIMITED LIABILITY COMPANY ACT.
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| 3. | THE LIMITED LIABILITY COMPANY WILL BE MANAGED BY (Check only one)
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x ONE MANAGER
| ¨ MORE THAN ONE MANAGER
| ¨ ALL LIMITED LIABILITY COMPANY MEMBER(S)
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| 4. | MAILING ADDRESS OF THE CHIEF EXECUTIVE OFFICE
c/o 660 Madison Avenue, 14th floor
| CITY AND STATE
New York, New York | ZIP CODE
10021 | |||
5. |
NAME OF AGENT FOR SERVICE OF PROCESS (If the agent is an individual, the agent must reside in California and both items 5 and 6 must be completed. If the agent is a corporation, the agent must have on the with the California Secretary of State a certificate pursuant to Corporations Code section 1505 and item 5 must be completed (leave item 6 blank))
CT Corporation System
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| 6. | IF AN INDIVIDUAL, ADDRESS OF AGENT FOR SERVICE OF PROCESS IN CA CITY
N/A | STATE ZIP CODE
CA | ||||
CONVERTING ENTITY INFORMATION
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| 7. | NAME OF CONVERTING ENTITY
Dyn Marine Services, Inc.
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| 8. | FORM OF ENTITY
Corporation | 9. JURISDICTION
California | 10. CA SECRETARY OF STATE FILE NUMBER, IF ANY
C1261974 | |||
11. |
THE PRINCIPAL TERMS OF THE PLAN OF CONVERSION WERE APPROVED BY A VOTE OF THE NUMBER OF INTERESTS OR SHARES OF EACH CLASS THAT EQUALED OR EXCEEDED THE VOTE REQUIRED. IF A VOTE WAS REQUIRED, PROVIDE THE FOLLOWINGFOR EACH CLASS:
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| STATE THE CLASS AND NUMBER OF OUTSTANDING INTERESTS ENTITLED TO VOTE | AND THE PERCENTAGE VOTE REQUIRED OF EACH CLASS | |||||
| 100 Shares of Common Stock |
51% | |||||
ADDITIONAL INFORMATION
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| 12. | ADDITIONAL INFORMATION SET FORTH ON THE ATTACHED PAGES, IF ANY, IS INCORPORATED HEREIN BY THIS REFERENCE AND MADE A PART OF THIS CERTIFICATE.
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| 13. | I CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT OF MY OWN KNOWLEDGE I DECLARE I AM THE PERSON WHO EXECUTED THIS INSTRUMENT, WHICH EXECUTION IS MY ACT AND DEED.
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/s/ Hayward D. Fisk | 2-4-05 | Hayward D. Fisk, Vice President and Secretary | ||||
SIGNATURE OF AUTHORIZED PERSON
| DATE
| TYPE OR PRINT NAME AND TITLE OF AUTHORIZED PERSON
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/s/ Leon J. Level | 2-4-05 | Leon J. Level, Vice President and Treasurer | ||||
| SIGNATURE OF AUTHORIZED PERSON | DATE | TYPE OR PRINT NAME AND TITLE OF AUTHORIZED PERSON | ||||
LLC-1A (REV 12/2001) | APPROVED BY SECRETARY OF STATE
[SEAL] | |||||