Exhibit 3.01.15
Control No.K800702
STATE OF GEORGIA
Secretary of State
Corporations Division
315 West Tower
#2 Martin Luther King, Jr. Dr.
Atlanta, Georgia 30334-1530
CERTIFICATE
OF
AMENDMENT
NAME CHANGE
I,Brian P. Kemp, the Secretary of State and the Corporations Commissioner of the State of Georgia, hereby certify under the seal of my office that
POSITRON PUBLIC SAFETY SYSTEMS CORP.
a Domestic Profit Corporation
has filed articles/certificate of amendment in the Office of the Secretary of State on10/06/2010 changing its name to
INTRADO SYSTEMS CORP.
and has paid the required fees as provided by Title 14 of the Official Code of Georgia Annotated. Attached hereto is a true and correct copy of said articles/ certificate of amendment.
| | |
| | WITNESS my hand and official seal in the City of Atlanta and the State of Georgia on October 6, 2010 |
| | |
 | | /s/ Brian P. Kemp Brian P. Kemp Secretary of State |
Control No: K800702
Date Filed: 10/06/2010 09:36 AM
Brian P. Kemp
Secretary of State
Office Of The Secretary Of State Corporations Division
STATE OF GEORGIA 1776
Karen Handel
Secretary Of State
Articles Of Amendment Of
Articles Of Incorporation
Article One
The Name Of The Corporation Is:
Positron Public Safety Systems Corp.
Article Two
The Corporation Hereby Adopts The Following Amendment To Change The Name Of The Corporation.
The New Name Of The Corporation Is:
Intrado Systems Corp.
Article Three
The Amendment Was Duly Adopted By The Following Method (choose one box only):
The amendment was adopted by the incorporators prior to the issuance of shares. The amendment was adopted by a sufficient vote of the shareholders.
The amendment was adopted by the board of directors with xxx shareholder action xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
Article Four
The Date Of The Adoption Of The Amendment Was:
October 6, 2010
Article Five
The Undersigned Does Hereby Certify That A Notice To Publish The Filing Of Articles Of Amendment To Change The Corporation’s Name Along With The Publication Fee Of $40.00 Has Been Forwarded To The Legal Organ Of The County Of The Registered Office As Required By O.C.G.A. §14-2-1006.1
IN WITNESS WHEREOF, the undersigned has executed these Articles Of Amendment
On 10/6/10
(Date)
(Signature And Capacity in which signing)
CD 100
State of Georgia
Name Change 1 Page(s)
2010 OCT -6 AM 10:49
SECRETARY OF STATE
CORPORATIONS DIVISION
T1027915005
Control No. K800702
STATE OF GEORGIA
Secretary of State
Corporations Division
315 West Tower
#2 Martin Luther King, Jr. Dr.
Atlanta, Georgia 30334-1530
Certified Copy
I, Karen C Handel, Secretary of the State of Georgia, do hereby certify under the seal of my office that the attached documents are true and correct copies of documents filed under the name of
POSITRON PUBLIC SAFETY SYSTEMS CORP.
Domestic Profit Corporation
Said entity was formed in the jurisdiction set forth above and has filed in the Office of Secretary of State on the 9th day of January, 1998 its certificate of limited partnership, articles of incorporation, articles of association, articles of organization or application for certificate of authority to transact business in Georgia. This Certificate is issued pursuant to Title 14 of the Official Code of Georgia Annotated and is prima-facie evidence of the existence or nonexistence of the facts stated herein.
STATE OF GEORGIA 1776 CONSTITUTION
WITNESS my hand and official seal of the City of Atlanta and the State of Georgia on 12th day of November, 2008
Karen C Handel Secretary of State
Certification Number: 3248859-1 Reference:
Verify this certificate online at http://corp.sos.state.ga.us/corp/soskb/verify.asp
| | | | | | |
 | | CONTROL NUMBER | | : | | 9800702 |
| | EFFECTIVE DATE | | : | | 01/09/1998 |
| | COUNTY | | : | | FULTON |
| | REFERENCE | | : | | 0077 |
| | PRINT DATE | | : | | 01/09/1998 |
| | FORM NUMBER | | : | | 311 |
CSC
HEATHER K. KLINZING
100 PEACHTREE ST.
ATLANTA, GA 30303
CERTIFICATE OF INCORPORATION
I, Lewis A. Massey, the Secretary of State and the Corporation Commissioner of the State of Georgia, do hereby certify under the seal of my office that
POSITRON PUBLIC SAFETY SYSTEMS CORP.
A DOMESTIC PROFIT CORPORATION
has been duly incorporated under the laws of the State of Georgia on the effective date stated above by the filing of articles of incorporation in the office of the Secretary of State and by the paying of fees as provided by Title 14 of the Official Code of Georgia Annotated.
WITNESS my hand and official seal in the City of Atlanta and the State of Georgia on the date set forth above.
| | | | |
 | | | | /s/ Lewis A. Massey Lewis A. Massey Secretary of State |
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Certification#: 3248859-1 Page 1 of 5
ARTICLES OF INCORPORATION
OF
POSITRON PUBLIC SAFETY SYSTEMS CORP.
The undersigned, an individual, does hereby act as incorporator in adopting the following Articles of Incorporation for the purpose of organizing a business corporation, pursuant to the provisions of the Georgia Business Corporation Code, as amended from time to time:
FIRST: The name of the corporation is:
Positron Public Safety Systems Corp.
SECOND: The total number of shares of stock which the corporation shall have authority to issue is two hundred (200) shares of common stock, without par value.
THIRD: The street address and the county of the initial registered office of the corporation is 1201 Peachtree Street, N.E. Atlanta, Fulton County, Georgia 30303.
The name of the initial registered agent of the corporation at the said registered office is CT Corporation System.
FOURTH: The name and address of the incorporator are:
| | |
Name | | Address |
| |
| Laura J. Geis | | c/o Neal, Gerber & Eisenberg |
| | Two North LaSalle Street Suite 2200 |
| | Chicago, Illinois 60606 |
FIFTH: The mailing address of the initial principal office of the corporation is 1745 Phoenix Blvd., Suite 450, Atlanta GA 30349.
SIXTH: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the Georgia Business Corporation Code, as amended from time to time.
SEVENTH: The corporation shall have perpetual existence.
EIGHTH: The corporation shall indemnify all officers and directors of the corporation, and advance expenses reasonably incurred by such officers and directors in defending any civil, criminal, administrative or investigative action, suit or proceeding, in accordance with and to the fullest extent permitted by the Georgia Business Corporation Code, as amended from time to time. Any indemnification effected under this provision shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors, and administrators of such a person.
Certification#: 3248859-1 Page 2 of 5
NINTH: The liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by Section 14-2-202(b)(4) of the Georgia Business Corporation Code, as the same may be amended and supplemented.
TENTH: Action required or permitted by the provisions of the Georgia Business Corporation Code to be taken at a shareholders’ meeting may be taken without a meeting in accordance with the provisions of Section 14-2-704 of the Georgia Business Corporation Code if the action is taken by persons who would be entitled to vote at a meeting shares having voting power to cast not less than the minimum number (or numbers, in the case of voting by groups) of votes that would be necessary to authorize or take the action at a meeting at which all shareholders entitled to vote were present and voted.
ELEVENTH: This Article constitutes an undertaking by the corporation to publish a notice of the filing of these Articles of Incorporation as required by the provisions of Section 14-2-201.1 of the Georgia Business Corporation Code.
Signed on January8, 1998.
|
/s/ Laura J. Geis |
| Laura J. Geis, Incorporator |
Certification#: 3248859-1 Page 3 of 5
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