Exhibit 3.1.58
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
TRANSWORLD SYSTEMS INC.
(a California Corporation)
The undersigned hereby certify that:
1. They are the Chief Executive Officer and President and the Secretary, respectively, of Transworld Systems Inc., a California corporation (the “Corporation”).
2. The Articles of Incorporation of the Corporation were filed with the office of the California Secretary of State on November 5, 1970, under the name Trans World Accounts, Inc.
3. The Amended and Restated Articles of Incorporation of the Corporation are hereby amended so as henceforth to read as set forth in the Amended and Restated Articles of Incorporation annexed hereto asExhibit A and made a part hereof.
4. The Amended and Restated Articles of Incorporation were duly adopted by the Board of Directors and sole shareholder on April 14, 2008.
5. The foregoing amendment and restatement of Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902, General Corporation Law of the State of California. The total number of outstanding shares of the Corporation is 13,740 of Common Stock. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%.
We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge and have executed this Amended and Restated Articles of Incorporation this 28th day of April, 2008.
| By: | /s/ Michael J. Barrist | |
| Name: | Michael J. Barrist | |
| Title: | Chief Executive Officer and President | |
| By: | /s/ Joshua Gindin | |
| Name: | Joshua Gindin | |
| Title: | Secretary | |
Exhibit A
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
TRANSWORLD SYSTEMS INC.
FIRST: The name of the Corporation is Transworld Systems Inc. (the “Corporation”).
SECOND: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of California (the “General Corporation Law”) other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.
THIRD: The name in the State of California of this Corporation’s agent for service of process is:
CT Corporation System
FOURTH: The total number of shares of all classes of stock which the Corporation shall have authority to issue is 20,000 shares of Common Stock, without par value.
FIFTH: In furtherance and not in limitation of the powers conferred by the laws of the State of California, the Board of Directors of the Corporation is expressly authorized and empowered to make, alter or repeal the By-laws of the Corporation, except as specifically stated therein.
SIXTH: The election of directors need not be by written ballot, unless the bylaws of the corporation shall so provide.
SEVENTH: To the fullest extent permitted by the General Corporation Law as the same exists or may hereafter be amended, a director of this Corporation shall not be liable to the Corporation or its shareholders (including without limitation, in an action bought by or in the right of the Corporation) for monetary damages for breach of a director’s duties to the Corporation and its shareholders.
EIGHTH: To the fullest extent permitted by the General Corporation Law, as the same exists or may hereafter be amended, the Corporation may by bylaw, agreement or otherwise, indemnify agents (as defined in the General Corporation Law) in excess of that expressly permitted by the General Corporation Law.