Exhibit 3.87
CERTIFICATE OF INCORPORATION
OF
TS BILLING, INC.
1. The name of the corporation is TS Billing, Inc.
2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the registered agent at such address is The Corporation Trust Company.
3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.
4. The total number of shares of stock which the corporation shall have authority to issue is one thousand (1,000), par value $1.00 per share, amounting in the aggregate to $1,000.00.
5. The name and mailing address of the incorporator is as follows:
NAME | MAILING ADDRESS | |
| D. M. Dembkowski | Corporation Trust Center 1209 Orange Street Wilmington, Delaware 19801 | |
6. The corporation is to have perpetual existence.
7.In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, alter or repeal the by-laws of the corporation.
8. Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide. Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes)
outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation.
9. The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.
10. A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit.
I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 12th day of November, 1997.
/s/ D.M. Dembkowski |
| D.M. Dembkowski |
| Sole Incorporator |
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
TS BILLING, INC.
* * * * *
TS Billing, Inc., a corporation organized and existing under the laws of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of TS Billing, Inc., by unanimous written consent of its members, filed with the minutes of the Board, duly adopted resolutions setting forth a proposed amendment to the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the sole stockholder of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of the Corporation be amended to change the name of the Corporation by changing the first Article thereof so that, as amended, said Article shall be and read as follows:
“The name of the corporation is Compco, Inc.”
SECOND: That thereafter, pursuant to resolution of its board of Directors, the amendment was submitted to and approved by written consent of the sole stockholder of said corporation.
THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said TS Billing, Inc. has caused this certificate to be signed by Aloysius T. Lawn, IV, its Vice President and Secretary, as of this 9th day of January, 1998.
| TS BILLING, INC. |
|
| Vice President and Secretary |
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STATE OF DELAWARE
CERTIFICATE OF CHANGE
OF REGISTERED AGENT AND/OR
REGISTERED OFFICE
The Board of Directors of COMPCO, INC., a Delaware Corporation, on this 28th day of December, A.D. 2010, do hereby resolve and order that the location of the Registered Office of this Corporation within this State be, and the same hereby is Corporation Trust Center 1209 Orange Street, in the City of Wilmington, County of New Castle Zip Code 19801.
The name of the Registered Agent therein and in charge thereof upon whom process against this Corporation may be served, is THE CORPORATION TRUST COMPANY.
The Corporation does hereby certify that the foregoing is a true copy of a resolution adopted by the Board of Directors at a meeting held as herein stated.
IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by an authorized officer, the 28th day of December, A.D., 2010.
| By: | /s/ Allison Fisher | |
| Authorized Officer | ||
| Name: | Allison Fisher | |
| Print or Type | ||
| Title: | Authorized Officer | |