Exhibit 3.5
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| | FILED |
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| | 01 MAY 10 PM 3:36 |
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| | SECRETARY OF STATE |
| | TALLAHASSEE, FLORIDA |
ARTICLES OF INCORPORATION
OF
APTITUDE SOLUTIONS, INC.
The undersigned hereby makes, subscribes, acknowledges,and files this certificate for the purpose of becoming a corporation for profit under the laws of the State of Florida:
ARTICLE I
Name
The name of this Corporation shall be APTITUDE SOLUTIONS, INC.
ARTICLE II
Purpose
This Corporation shall be organized for the purposes of engaging in any business or purpose which is lawful under the laws of the State of Florida.
ARTICLE III
Agent
The registered agent of this Corporation shall be George P. Daniels. The address of the registered agent shall be 493 East Semoran. Blvd., Casselberry, FL 32707.
ARTICLE IV
Existence
This Corporation shall have perpetual existence.
ARTICLE V
Address
The initial street address of the principal office of this Corporation shall be 493 East Semoran Blvd., Casselberry, FL 32707.
ARTICLE VI
Capital Stock
The authorized capital stock of this Corporation shall consist of One Hundred Thousand (100,000) shares of One Cent ($.01) par value voting common stock.
ARTICLE VII
Preemptive Rights, Cumulative Voting
Holders of the capital stock of the Corporation shall have the preemptive right to purchase any new shares of stock or securities, or rights to acquire stock or securities of the Corporation. Cumulative voting shall not be allowed in the election of its directors or for any other purposes.
ARTICLE VIII
Directors
This Corporation shall have no less than one (1) director nor more than five (5) directors. The number on the Board shall be set from time to time by the Board of Directors of the Corporation, or by the stockholders at an annual or special meeting thereof. The name and address of the initial members of the Board of Directors are as follows:
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Name | | Address |
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Roy W. Lassiter | | 493 E. Semoran Blvd. |
| | Casselberry, FL 32707 |
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George P. Daniels | | 493 E. Semoran Blvd. |
| | Casselberry, FL 32707 |
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Stephen T. Rumsey | | 493 E. Semoran Blvd. |
| | Casselberry, FL 32707 |
ARTICLE IX
Incorporator
The name and address of the Incorporator is: Stephen T. Rumsey, 493 E. Semoran Blvd., Casselberry, FL 32707.
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ARTICLE X
Officers
The officers of the Corporation shall be a President and Secretary, and such other officers or agents as may be appointed by the Board of Directors. All officers, agents or employees as may be necessary shall be chosen in such a manner, for such time, and have such duties as may be described by the By-Laws or determined by the Board of Directors. The names and addresses of the initial officers are as follows:
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Office | | Name and Address |
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President | | Roy W. Lassiter |
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Vice President-Secretary | | George P. Daniels |
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Vice President-Treasurer | | Stephen T. Rumsey |
ARTICLE XI
Indemnification
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, by reason of the fact that he is or was a director, officer, employee, or agent of the Corporation, to the maximum extent permitted by Florida law.
The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or is, or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of the status as such, whether or not the Corporation has the power to indemnify him against such liability under the provision of this section.
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IN WITNESS WHEREOF,I, the undersigned Incorporator, hereby set my hand and seal this 30 day of April, 2001, for the purpose of forming this Corporation under the laws of the State of Florida, and I hereby make and file in the Office of the Secretary of the State in the State of Florida the Certificates of Incorporation and certify that the facts herein stated are true.
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| /s/ Stephen T. Rumsey | |
| STEPHEN T. RUMSEY | |
| Incorporator | |
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BEFORE ME, the undersigned officer, duly authorized to take acknowledgments and administer oaths, personally appeared STEPHEN T. RUMSEY, and being first duly sworn and upon his oath, stated that STEPHEN T. RUMSEY signed the above Articles of Incorporation for the conditions and purposes therein expressed this 30 day of April, 2001.
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| /s/ Mary Louise Walton | |
| NOTARY PUBLIC — STATE OF FLORIDA | |
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| MARY LOUISE WALTON | |
| PRINTED NAME OF NOTARY; COMMISSION | |
| NUMBER AND EXPIRATION OF COMMISSION | |
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| |  | | MARY LOUISE WALTON |
| | | Notary Public, State of Florida |
Personally known to meþ oro | | | My Comm. Exp. Apr. 23, 2002 |
Produced the following identification: | | | Comm. No. CC 713181 |
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| | FILED |
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| | 01 MAY 10 PM 3:36 |
| | |
| | SECRETARY OF STATE |
| | TALLAHASSEE, FLORIDA |
CERTIFICATE OF DESIGNATION
REGISTERED AGENT
Pursuant to the provisions of Section 607.0501, Florida, Statutes, the undersigned corporation, organized under the laws of the State of Florida, submits the following statement in designating the registered office/registered agent, in the state of Florida.
1. The name of the corporation is: APTITUDE SOLUTIONS, INC.
2. The name and address of the registered agent and office is:
George P. Daniels
493 East Semoran Blvd.
Casselberry, FL 32707
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| SIGNATURE | /s/ Roy W. Lassiter | |
| | ROY W. LASSITER | |
| | TITLE President | |
| | DATE May 3, 2001 | |
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HAVING BEEN NAMED AS REGISTERED AGENT AND TO ACCEPT SERVICE OF PROCESS FOR THE ABOVE STATED CORPORATION AT THE PLACE DESIGNATED IN THIS CERTIFICATE, I HEREBY ACCEPT THE APPOINTMENT AS REGISTERED AGENT AND AGREE TO ACT IN THIS CAPACITY. I FURTHER AGREE TO COMPLY WITH THE PROVISIONS OF ALL STATUTES RELATING TO THE PROPER AND COMPLETE PERFORMANCE OF MY DUTIES, AND I AM FAMILIAR WITH AND ACCEPT THE OBLIGATIONS OF MY POSITION AS REGISTERED AGENT.
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| SIGNATURE | /s/ George Daniels | |
| | GEORGE DANIELS | |
| | DATE 05/3/01 REGISTERED AGENT FILING FEE: $35.00 | |
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