Exhibit 3.5
Commonwealth of Virginia
STATE CORPORATION COMMISSION
Richmond, February 13, 1989
This is to Certify that the certificate of incorporation of KAJAX ENGINEERING, INC. was this day issued and admitted to record in this office and that the said corporation is authorized to transact its business subject to all the laws of the State applicable to the corporation and its business.
| State Corporation Commission |
/s/ George C. Perry auth. | |
Clerk of the Commission |
CIS090
334744
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
February 13, 1989
CERTIFICATE OF INCORPORATION
The State Corporation Commission has found the accompanying articles submitted on behalf of
KAJAX ENGINEERING, INC.
to comply with the requirements of law, and confirms payment of all related fees.
Therefore, it is ordered that this
CERTIFICATE OF INCORPORATION
be issued, and admitted to record with the articles in this office of the Commission, effective February 13, 1989.
This order and its accompanying articles will be forwarded for filing in the office of the Clerk of the Circuit Court of (Filed in Fairfax Co.) following admission to the records of the Commission.
| STATE CORPORATION COMMISSION | ||
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| By | /s/ Thomas P. Harwood Jr. |
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Court Number: 303
01519NEW
CIS070 | COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION | GEORGE W. BRYANT JR. |
334744 |
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| February 13, 1989 |
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Roger G. Nord
10627 Jones Street
Fairfax, VA 22030
Re: KAJAX ENGINEERING, INC.
Dear Sir or Madam:
This is your receipt for $75.00 covering the fees for filing the Certificate of Incorporation application with this office.
The effective date of the application is February 13, 1989.
| Sincerely yours, |
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| /s/ GEORGE W. BRYANT, JR. |
| George W. Bryant, Jr. |
01519NEW
ARTICLES OF INCORPORATION OF
KAJAX ENGINEERING, INC.
FIRST: The undersigned, acting as incorporator of a corporation under the General Laws of the Commonwealth of Virginia authorizing the formation of corporations, adopts the following Articles of Incorporation for such corporation:
SECOND: The name of the corporation is Kajax Engineering, Inc.
THIRD: The purpose of the corporation is to engage in the full range of engineering and computer science services. In addition, the purpose for which this corporation is organized is to carry on any business whatsoever that is not prohibited by law or required to be stated in the Articles of Incorporation. The foregoing objects and purposes shall, except when otherwise expressed, be in no way limited or restricted by reference to or inference from the terms of any other clause of these Articles of Incorporation or any amendment thereto, and shall each be regarded as independent, and construed as powers as well as objects and purposes.
FOURTH: The period of its duration is perpetual.
FIFTH: The corporation shall have the authority to issue one thousand (1,000) shares of common stock, all of one class, of the par value of one dollar ($1.00) and of the aggregate par value of one thousand dollars ($1,000.00).
SIXTH: The initial registered office of the corporation shall be located at 10627 Jones Street, Fairfax, Virginia 22030, which is located in the City of Fairfax, Virginia. The registered agent shall be Roger G. Nord, Esquire, who is a resident of Virginia and who is a member of the Virginia Bar, and whose business address is the same as the registered office of the corporation.
SEVENTH: The initial number of directors of the corporation shall be one, which number may be increased pursuant to the by-laws of the corporation. The name and address of the person who is to serve as director until the first annual meeting of the shareholders or until his successor is elected and shall have qualified is:
Galen A. Leek
1300 N. 17th Street
Suite 1300
Arlington, Virginia 22209
EIGHTH: The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, (including an action or suit by or in the right of the corporation to procure judgment in its favor) by reason of the fact he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against judgments, fines amounts paid in settlement and expenses (including attorneys fees) actually or reasonably incurred by him in connection with such action, suit, or proceeding except only in relation to any claim, issue or matter as to which such person shall have been finally adjusted to be not liable for his gross negligence or willful misconduct. Each such indemnity shall inure to the benefit of the heirs, executors and administrators of such person.
Any indemnity under the above paragraph shall be made upon a determination that it is in the best interests of the corporation and that the officer or director in question was not guilty of gross negligence or willful misconduct in the performance of his duty. Such determination shall be made (i) by the Board of Directors by a majority vote consisting of disinterested directors in quorum, (ii) or by independent legal counsel in a written opinion upon the request of a quorum of disinterested directors, (iii) or by the shareholders. When the Board of Directors would decide, it may rely on the advice of independent legal counsel.
Expenses incurred in defending an officer or director in the foregoing matter may be advanced by the corporation according to the above voting procedure, provided that the person involved has given the corporation an undertaking to repay such amount unless it be ultimately determined that he is entitled to indemnification as authorized in this section.
The right of indemnification under this section shall not be exclusive to any other rights to which any director or officer may be entitled, including policies of insurance, whether or not said rights are in conflict with it.
The corporation may, in such amounts and terms the Board of Directors deems reasonable, purchase indemnity insurance to provide coverage under this section
NINTH: The name and address of each incorporator is:
| Marsha D. Holt | |
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| /s/ MARSHA D. HOLT |
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COMMONWEALTH OF VIRGINIA:
I hereby certify that on January 20, 1989, before me, a Notary Republic for the Commonwealth of Virginia, personally appeared Marsha D. Holt, whose name is signed to the writing above, and who acknowledged the foregoing Articles of Incorporation.
Witness my hand and notarial seal, this 20th day of January, 1989.
| /s/ Roger G. Nord |
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| Notary Public | |
My Commission Expires:
September 23, 1992.
ARTICLES OF AMENDMENT OF
KAJAX ENGINEERING, INC.
1. The name of the corporation is changed to KEI PEARSON, INC.
2. The change in the name of the corporation shall not affect issued shares.
3. The foregoing amendment was adopted on June 7, 2001.
4. The amendment was adopted by the written consent of the sole shareholder.
The undersigned declares that the facts herein stated are true as of July 25, 2001
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| KAJAX ENGINEERING, INC. |
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| By: | Vicki Amundson |
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| Vicki Amundson, President |
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COMMON WEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
July 30, 2001
The State Corporation Commission has found the accompanying articles submitted on behalf of KEI PEARSON, INC. (formerly KAJAX ENGINEERING, INC.) to comply with the requirements of law, and confirms payment of all related fees.
Therefore, it is ORDERED that this
CERTIFICATE OF AMENDMENT
be issued and admitted to record with the articles of amendment in the Office of the Clerk of the Commission, effective July 30, 2001, at 10:09 AM.
The corporation is granted the authority conferred on it by law in accordance with the articles, subject to the conditions and restrictions imposed by law.
| STATE CORPORATION COMMISSION | ||
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| By | /s/ T.V. Morrison Jr. |
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| Commissioner | ||
01-07-27-0068
AMENACPT
CIS0436
CLINTON MILLER |
| COMMON WEALTH OF VIRGINIA |
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CHAIRMAN |
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| JOEL H. PECK |
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| STATE CORPORATION COMMISSION |
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July 30, 2001
| WILLIAM F SAVARINO |
| COHEN MOHR LLP |
| 1055 THOMAS JEFFERSON ST NW STE 504 |
| WASHINGTON, DC 20007 |
RE: | KEI PEARSON, INC. |
| (formerly KAJAX ENGINEERING, INC.) |
ID: | 0334744 - 0 |
DCN: | 01-07-27-0068 |
This is your receipt for $25.00 covering the fees for filing the following with this office:
articles of amendment to change the corporate name
The effective date of the certificate of amendment is July 30, 2001.
If you have any questions, please call (804) 371-9733
| Sincerely | |
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| /s/ Joel H. Peck |
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| Joel H. Peck | |
| Clerk of the Commission | |
AMENACPT
CIS0436
TYLER BUILDING, 1300 EAST MAIN STREET, RICHMOND, VA 23219-3630 TELECOMMUNICATIONS DEVICE FOR THE DEAF-TDD/VOICE: (804) 371-9206
CLINTON MILLER |
| COMMON WEALTH OF VIRGINIA |
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CHAIRMAN |
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| JOEL H. PECK |
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| STATE CORPORATION COMMISSION |
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Office of the Clerk
November 22, 2005
| LAUREL A HOCKEY |
| COHEN MOHR LLP |
| 1055 THOMAS JEFFERSON ST NW STE 504 |
| WASHINGTON, DC 20007 |
RE: | Pearson Analytic Solutions, Inc. |
| (formerly KEI PEARSON, INC.) |
ID: | 0334744 - 0 |
DCN: | 05-11-08-0009 |
Dear Customer:
This is your receipt for $25.00 covering the fees for filing the following with this office:
articles of amendment to change the corporate name
The effective date of the certificate of amendment is November 22, 2005.
If you have any questions, please call (804) 371-9733 or toll-free in Virginia, 1-866-722-2551
| Sincerely | |
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| /s/ Joel H. Peck |
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| Joel H. Peck | |
| Clerk of the Commission | |
AMENACPT
CIS0309
Tyler Building, 1300 East Main Street, Richmond, VA 23219-3630
Clerk’s Office (804) 371-9733 or (866) 722-2551 (toll-free in Virginia) www.scc.virginia.gov/division/clk
Telecommunications Device for the Deaf-Tdd/Voice: (804) 371-9206
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State | WEB#229 |
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Corporation | TCP00065 | CISM3155 |
| OLD NAME INQUIRY |
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Enter | CORP ID: |
| 0334744 - |
| CORP STATUS: 00 ACTIVE |
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| CORP NAME: |
| Pearson Analytic Solutions, Inc. |
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Signoff |
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| OLD NAME: |
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| DATE OF NAME |
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Help | KEI PEARSON, INC. |
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KAJAX ENGINEERING, INC. |
| 07/30/01 |
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THEODORE V. MORRISON, JR. |
| COMMON WEALTH OF VIRGINIA |
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CHAIRMAN |
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| JOEL H. PECK |
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| STATE CORPORATION COMMISSION |
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Office of the Clerk
BETH EPSTEIN |
UCC RETRIEVALS INC |
7288 HANOVER GREEN DR |
MECHANICSVILLE, VA 23111 |
RE: | PAS, Inc. |
| (formerly Pearson Analytic Solutions, Inc.) |
ID: | 0334744 - 0 |
DCN: | 07-02-21-0616 |
Dear Customer:
This is your receipt for $25.00, covering the fees for filing the following with this office:
articles of amendment to change corporate name
This is also your receipt for $100.00 to cover the fee(s) for expedited service(s).
The effective date of the certificate of amendment is February 22, 2007.
If you have any questions, please call (804) 371-9733 or toll-free in Virginia, 1-866-722-2551.
| Sincerely, | |
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| /s/ Joel H. Peck |
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| Joel H. Peck | |
| Clerk of the Commission | |
AMENACPT
CIS0322
Tyler Building, 1300 East Main Street, Richmond, VA 23219-3630
Clerk’s Office (804) 371-9733 or (866) 722-2551 (toll-free in Virginia) www.scc.virginia.gov/division/clk
Telecommunications Device for the Deaf-TDD/Voice: (804) 371-9206
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
AT RICHMOND, FEBRUARY 22, 2007
The State Commission has found the accompanying articles submitted on behalf of
PAS, Inc. (formerly Pearson Analytic Solutions, Inc.)
to comply with the requirements of law, and confirms payment of all required fees. Therefore, it is ORDERED that this
CERTIFICATE OF AMENDMENT
be issued and admitted to record with the articles of amendment in the Office of the Clerk of the Commission, effective February 22, 2007.
The corporation is granted the authority conferred upon it by law in accordance with the articles, subject to the conditions and restrictions imposed by law.
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| By | /s/ Mark C. Christie |
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07-02-21-0616
AMENACPT
CIS0322
ARTICLES OF AMENDMENT
OF
PEARSON ANALYTIC SOLUTIONS, INC.
February 15, 2007
The undersigned corporation, pursuant to Title 13.1, Chapter 9, Article 11 of the Code of Virginia, hereby executes the following articles of amendment and sets forth:
1. The name of the corporation is Pearson Analytic Solutions, Inc.
2. The name of the corporation is changed to PAS, Inc.
3. The foregoing amendment was adopted on February 14, 2007.
4. The amendment was adopted by written consent of the sole shareholder.
[Signature page follows.]
IN WITNESS WHEREOF, the undersigned has duly executed these Articles of Amendment as of the date first written above.
| /s/ Allen C. Shay | |
| Name: | Allen C. Shay |
| Title: | President and Chief Executive |
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Signature Page to Articles of Amendment of Pearson Analytic Solutions, Inc.
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
AT RICHMOND, FEBRUARY 22, 2007
The State Commission has found the accompanying articles submitted on behalf of
PAS, Inc. (formerly Pearson Analytic Solutions, Inc.)
to comply with the requirements of law, and confirms payment of all required fees. Therefore, it is ORDERED that this
CERTIFICATE OF AMENDMENT
be issued and admitted to record with the articles of amendment in the Office of the Clerk of the Commission, effective February 22, 2007.
The corporation is granted the authority conferred upon it by law in accordance with the articles, subject to the conditions and restrictions imposed by law.
| STATE CORPORATION COMMISSION |
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| By /s/ Mark C. Christie |
| Commissioner |
07-02-21-0616
AMENACPT
CIS0322
Commonwealth of Virginia | |
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| State Corporation Commission |
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I Certify the Following from the Records of the Commission: | |
The foregoing is a true copy of the certificate of amendment of PAS, Inc. issued February 22, 2007.
Nothing more is hereby certified.
| Signed and Sealed at Richmond on this Date: | |
| February 23, 2007 | |
[SEAL] |
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| /s/ Joel H. Peck |
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| Joel H. Peck, Clerk of the Commission |
CIS0448
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Corporation | TCP00052 | CISM3050 |
| REGISTERED AGENT INQUIRY |
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| CORP STATUS: 00 ACTIVE |
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| CORP NAME: |
| PAS, Inc. |
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| CURRENT REGISTERED AGENT: |
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Help | NAME: |
| RAYMOND RUGEN |
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| 4250 N FAIRFAX DR STE 1300 |
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| ARLINGTON | STATE: | VA ZIP: 22203-0000 |
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| D DIRECTOR | EFF DATE: 10/12/05 | LOC: 106 ARLINGTON |
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| OLD REGISTERED AGENT: |
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| JILL MCFARLANE |
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| 1300 N 17TH ST STE 1300 |
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| ARLINGTON | STATE: | VA ZIP: 22209-00 |
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| D DIRECTOR | EFF DATE: 06/08/99 | LOC: 106 ARLINGTON |
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