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- S-4 Registration of securities issued in business combination transactions
- 2.1 Agreement and Plan of Merger
- 2.2 Amendment No. 1 to the Agreement and Plan of Merger
- 3.1 Certificate of Incorporation of Ceridian Corporation
- 3.2 Amended and Restated Bylaws of Ceridian Corporation
- 3.3 Amended Articles of Incorporation of Abr Information Services, Inc.
- 3.4 Bylaws of Abr Information Services, Inc.
- 3.5 Articles of Incorporation of Abr Properties, Inc.
- 3.6 Amended Bylaws of Abr Properties, Inc.
- 3.7 Articles of Incorporation of Ceridian Benefits Services, Inc.
- 3.8 Bylaws of Ceridian Benefits Services, Inc.
- 3.9 Certificate of Incorporation of Ceridian Canada Holdings, Inc.
- 3.10 Bylaws of Ceridian Canada Holdings, Inc.
- 3.11 Certificate of Incorporation of Ceridian Recruiting Solutions, Inc.
- 3.12 Bylaws of Ceridian Recruiting Solutions, Inc.
- 3.13 Certificate of Incorporation of Ceridian Tax Service, Inc.
- 3.14 Bylaws of Ceridian Tax Service, Inc.
- 3.15 Amended Articles of Incorporation of Ceridian Retirement Plan Services, Inc.
- 3.16 Amended Bylaws of Ceridian Retirement Plan Services, Inc.
- 3.17 Amended Articles of Incorporation of Comdata Network, Inc.
- 3.18 Amended Bylaws of Comdata Network, Inc.
- 3.19 Amended and Restated Charter of Comdata Network, Inc of Australia
- 3.20 Bylaws of Comdata Network, Inc. of Australia
- 3.21 Articles of Incorporation of Comdata Network, Inc. of California
- 3.22 Bylaws of Comdata Network, Inc. of California
- 3.23 Second Amended and Restated Certificate of Incorporation of Comdata Processing
- 3.24 Amended and Restated Bylaws of Comdata Processing Systems, Inc.
- 3.25 Amended Certificate of Incorporation of Comdata Stored Value Solutions, Inc.
- 3.26 Bylaws of Comdata Stored Value Solutions, Inc.
- 3.27 Certificate of Incorporation of Comdata Telecommunications Services, Inc.
- 3.28 Amended and Restated Bylaws of Comdata Telecommunications Services, Inc.
- 3.29 Articles of Incorporation of FTB Insurance Agency, Inc.
- 3.30 Bylaws of FTB Insurance Agency, Inc.
- 3.31 Articles of Incorporation of Intertax, Inc.
- 3.32 Bylaws of Intertax, Inc.
- 4.1 Indenture
- 4.2 First Supplemental Indenture
- 4.3 Registration Rights Agreement
- 10.1 Amended and Restated Executive Employment Agreement - Kathryn V. Marinello
- 10.2 Amended and Restated Executive Employment Agreement - Gregory J. Macfarlane
- 10.3 Amended and Restated Executive Employment Agreement - Michael F. Shea
- 10.4 Amended and Restated Executive Employment Agreement - Kairus K. Tarapore
- 10.5 Executive Employment Agreement - Perry H. Cliburn
- 10.6 Ceridian Corporation Deferred Compensation Plan (2002 Revision)
- 10.7 First Declaration of Amendment to Ceridian Corp. Deferred Compensation Plan
- 10.8 Ceridian Corporation 2007 Stock Incentive Plan
- 10.9 Form of Senior Executive Form of Stock Option Agreement
- 10.10 Form of Non-senior Executive Stock Option Agreement
- 10.11 Ceridian Corporation Benefit Equalization Plan, As Amended
- 10.12 Ceridian Corporation Benefit Equalization Plan, First Declaration of Amendment
- 10.13 Ceridian Corporation Benefit Equalization Plan, Second Declaration of Amendment
- 10.14 Ceridian Corporation Benefit Equalization Plan, Third Declaration of Amendment
- 10.15 Ceridian Corporation Benefit Equalization Plan, Fourth Declaration of Amendment
- 10.16 Ceridian Corporation Employees' Benefit Protection Trust Agreement
- 10.17 First Declaration of Amendment to Ceridian Corp. Employees' Benefit Trust Agm't
- 10.18 Second Declaration of Amendment to Ceridian Corp. Employees' Benefit Trust Agm't
- 10.19 Third Declaration of Amendment to Ceridian Corp. Employees' Benefit Trust Agm't
- 10.20 Fourth Declaration of Amendment to Ceridian Corp. Employees' Benefit Trust Agm't
- 10.21 Form of Indemnification Agreement
- 10.22 Form of Change of Control Severance Policy
- 10.23 Stockholders Agreement
- 10.24 Registration Rights Agreement
- 10.25 Credit Agreement
- 10.26 Management Agreement with Fidelity National Financial, Inc.
- 10.27 Management Agreement with THL Managers VI, LLC
- 12.1 Statement Re Computation of Ratio of Earnings to Fixed Charges
- 21.1 Subsidiaries of Ceridian
- 23.1 Consent of Independent Registered Public Accounting Firm - KPMG LLP
- 25.1 Form T-1 Statement of Eligibility
- 25.2 Form T-1 Statement of Eligibility Under Trust Indenture Act of 1939
- 99.1 Form of Letter to Brokers
- 99.2 Form of Letter to Clients
- CORRESP Corresp
- 15 Dec 08 Registration of securities issued in business combination transactions (amended)
- 26 Nov 08 Registration of securities issued in business combination transactions (amended)
- 12 Sep 08 Registration of securities issued in business combination transactions (amended)
- 30 Jul 08 Registration of securities issued in business combination transactions
Exhibit 3.19
AMENDED AND RESTATED CHARTER OF COMDATA NETWORK, INC. OF AUSTRALIA (FORMERLY COMDATA NETWORK, INC. OF MEXICO)
Comdata Network, Inc. of Mexico, a corporation organized and existing under the laws of the State of Tennessee, hereby certifies as follows:
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A. The name of the corporation is Comdata Network, Inc. of Mexico (as set forth in Article 1 below, effective as of the filing of this Amended and Restated Charter, the name of the corporation shall be Comdata Network, Inc. of Australia). The original Charter of Comdata Network, Inc. of Mexico was filed with the Tennessee Secretary of State on November 13, 2002.
B. This Amended and Restated Charter which restates and integrates and further amends the provisions of Comdata Network, Inc. of Mexico’s Charter was duly adopted by the Board of Directors of Comdata Network, Inc. in accordance with Tennessee Code Annotated § 48-20-102.
C. The text of Comdata Network Inc. of Mexico’s Charter is hereby restated and amended to read in its entirety as follows: | ![]() | |
ARTICLE I
The name of the corporation shall be Comdata Network, Inc. of Australia (the “Corporation”). | ||
ARTICLE II
The Corporation is for profit.
ARTICLE III
The street address of the corporation’s principal office is:
5301 Maryland Way Brentwood, Tennessee 37027 County of Williamson
ARTICLE IV
The name of the Corporation’s registered agent is National Registered Agents, Inc. The street address of the Corporation’s registered office in Tennessee is:
National Registered Agents, Inc. 1900 Church Street, Suite 400 Nashville, TN 37203 County of Davidson |
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ARTICLE V
The name and address of the incorporator was:
Michael W. Sheridan 5301 Maryland Way Brentwood, Tennessee 37027 County of Williamson
ARTICLE VI
The Corporation is authorized to issue One Thousand (1,000) shares of Common Stock, no par value.
ARTICLE VII
To the fullest extent permitted by the Tennessee Business Corporation Act, as amended, a director of the Corporation shall not be liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director. If the Tennessee Corporation Business Act or any successor statute is amended after the adoption of this provision to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Tennessee Business Corporation Act, as so amended from time to time. Any repeal or modification of this Article VII by the shareholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification with respect to events occurring prior to such time.
Dated this 25th day of April, 2007 | ![]() |
/s/ Michael W. Sheridan |
Michael W. Sheridan |
Executive Vice President, Chief |
Counsel and Secretary |