Exhibit 3.71
Delaware | PAGE 1 | |||
| The First State |
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “WOODWARD-CLYDE INTERNATIONAL, INC.”, FILED IN THIS OFFICE ON THE EIGHTH DAY OF AUGUST, A.D. 1990, AT 9 O’CLOCK A.M.
 |  | |||
Harriet Smith Windsor, Secretary of State | ||||
| 2238294 8100 | AUTHENTICATION: 6069959 | |||
071111822 |
DATE: 10-12-07 | |||
SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 09:00 AM 08/08/1990 710220010 – 2238294 |
CERTIFICATE OF INCORPORATION
OF
WOODWARD-CLYDE INTERNATIONAL, INC.
|
FIRST. The name of this corporation shall be:
WOODWARD-CLYDE INTERNATIONAL, INC.
SECOND. Its registered office in the State of Delaware is to be located at 1013 Centre Road, in the City of Wilmington, County of New Castle 19805 and its registered agent at such address is Corporation Service Company.
THIRD. The purpose or purposes of the corporation shall be:
To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.
FOURTH. The total number of shares of stock which the Corporation shall have the authority to issue is:
Three Thousand (3,000) shares without par value.
FIFTH. The name and address of the incorporator is as follows:
Jane S. Krayer
Corporation Service Company
1013 Centre Road
Wilmington, DE 19805
SIXTH. The Board of Directors shall have the power to adopt, amend or repeal the by-laws.
SEVENTH. No director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law, (i) for 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) pursuant to Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this Article Seventh shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.
IN WITNESS WHEREOF, the undersigned, being the incorporator hereinbefore named, has executed, signed and acknowledged this certificate of incorporation this eighth day of August, A.D. 1990.
 |
Jane S. Krayer |
| Incorporator |
Delaware | PAGE 1 | |||
| The First State |
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF CHANGE OF REGISTERED AGENT OF “WOODWARD-CLYDE INTERNATIONAL, INC.”, FILED IN THIS OFFICE ON THE TWENTY-SIXTH DAY OF JANUARY, A.D. 1994, AT 10 O’CLOCK A.M.
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Harriet Smith Windsor, Secretary of State | ||||
| 2238294 8100 | AUTHENTICATION: 6069958 | |||
071111822 |
DATE: 10-12-07 | |||
STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 10:00 AM 01/26/1994 944007090 – 2238294 |
CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE
* * * * *
Woodward-Clyde International, Inc. , a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:
The present registered agent of the corporation is Corporation Service Company and the present registered office of the corporation is in the county of New Castle.
The Board of Directors of Woodward-Clyde International, Inc. adopted the following resolution on the 16th day of September, 1993.
Resolved, that the registered office of Woodward-Clyde International, Inc.
in the state of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office.
IN WITNESS WHEREOF, Woodward-Clyde International, Inc. has caused this statement to be signed by Jean-Yves Perez, its President and attested by Walter Dutko, itsCorporate Secretary this 27th day of May. 1993.
| By |  | |
Jean-Yves Perez President |
| ATTEST: | ||
| By |  | |
Walter Dutko Secretary | ||
(DEL. • 264 - 5/14/90)
Delaware | PAGE 1 | |||
| The First State |
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “WOODWARD-CLYDE INTERNATIONAL, INC.”, CHANGING ITS NAME FROM “WOODWARD-CLYDE INTERNATIONAL, INC.” TO “WOODWARD-CLYDE INTERNATIONAL HOLDINGS, INC.”, FILED IN THIS OFFICE ON THE FOURTEENTH DAY OF JANUARY, A.D. 1997, AT 9 O’CLOCK A.M.
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Harriet Smith Windsor, Secretary of State | ||||
| 2238294 8100 | AUTHENTICATION: 6069957 | |||
071111822 |
DATE: 10-12-07 | |||
STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 09:00 AM 01/14/1997 971013158 – 2238294 |
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
Woodward-Clyde International, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware.
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of Woodward-Clyde International, Inc. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “First” so that, as amended, said Article shall be and read as follows:
The name of this corporation is Woodward-Clyde International Holdings, Inc.
SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.
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.
FOURTH: That the capital of said corporation shall not be reduced under or by reason of said amendment.
IN WITNESS WHEREOF,Woodward-Clyde International, Inc. has caused this certificate to be signed by Robert K. Wilson, Secretary, an authorized officer, this 9th day of November, 1996.
| BY: |  | |
ROBERT K. WILSON, | ||
| Secretary |
BBMSF2: 190691
28209-0900
Delaware | PAGE 1 | |||
| The First State |
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF CHANGE OF REGISTERED AGENT OF “WOODWARD-CLYDE INTERNATIONAL HOLDINGS, INC.”, FILED IN THIS OFFICE ON THE TWENTY-SECOND DAY OF JUNE, A.D. 1998, AT 9 O’CLOCK A.M.
| | |||
Harriet Smith Windsor, Secretary of State | ||||
| 2238294 8100 | AUTHENTICATION: 6069956 | |||
071111822 |
DATE: 10-12-07 | |||
STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 09:00 AM 06/22/1998 981239583 – 2238294 |
CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
AND OF REGISTERED AGENT
It is hereby certified that:
1. The name of the corporation (hereinafter called the “corporation”) is
Woodward-Clyde International Holdings, Inc.
2. The registered office of the corporation within the State of Delaware is hereby changed to 1013 Centre Road, City of Wilmington 19805, County of New Castle.
3. The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.
4. The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.
Signed on May 22, 1998.
 |
Robert K. Wilson, Secretary |
DE BC D-:COA CERTIFICATE OF CHANGE 03/[ILLEGIBLE]
Delaware | PAGE 1 | |||
| The First State |
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “WOODWARD-CLYDE INTERNATIONAL HOLDINGS, INC.”, CHANGING ITS NAME FROM “WOODWARD-CLYDE INTERNATIONAL HOLDINGS, INC.” TO “URS GREINER WOODWARD-CLYDE INTERNATIONAL HOLDINGS, INC.”, FILED IN THIS OFFICE ON THE TWENTY-FIRST DAY OF SEPTEMBER, A.D. 1998, AT 9 O’CLOCK A.M.
| | |||
Harriet Smith Windsor, Secretary of State | ||||
| 2238294 8100 | AUTHENTICATION: 6069955 | |||
071111822 |
DATE: 10-12-07 | |||
STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 09:00 AM 09/21/1998 981364429 – 2238294 |
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
WOODWARD-CLYDE INTERNATIONAL HOLDINGS, INC.
|
Woodward-Clyde International Holdings, Inc., a corporation organized and existing under and by virtue of the general Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:
FIRST. That the Board of Directors of said corporation, at a meeting duly convened and held, adopted the following resolution:
RESOLVED that the Board of Directors hereby declares it advisable and in the best interest of the Company that Article FIRST of the Certificate of Incorporation be amended to read as follows:
FIRST: The name of this corporation shall be:
URS GREINER WOODWARD-CLYDE INTERNATIONAL HOLDINGS, INC.
SECOND. That the said amendment has been consented to and authorized by the holders of a majority of the issued and outstanding stock entitled to vote by written consent given in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.
THIRD. That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the general Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, SAID CORPORATION HAS caused this Certificate to be signed by James R. Miller, its President, and attested by Robert K. Wilson, its Secretary, this 26th day of August A.D. 1998.
 | ||
James R. Miller, President | ||
 | ||
| Attested by: |
Robert K. Wilson, Secretary | |
Delaware | PAGE 1 | |||
| The First State |
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF CHANGE OF REGISTERED AGENT OF “URS GREINER WOODWARD-CLYDE INTERNATIONAL HOLDINGS, INC.”, FILED IN THIS OFFICE ON THE SEVENTH DAY OF FEBRUARY, A.D. 2001, AT 3 O’CLOCK P.M.
| | |||
Harriet Smith Windsor, Secretary of State | ||||
| 2238294 8100 | AUTHENTICATION: 6069954 | |||
071111822 |
DATE: 10-12-07 | |||
CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE
* * * * *
URS Greiner Woodward-Clyde International Holdings, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State or Delaware, DOES HEREBY CERTIFY:
The present registered agent of the corporation is Corporation Service Company and the present registered office of the corporation is in the county of New Castle.
The Board of Directors ofURS Greiner Woodward-Clyde International Holdings, Inc. adopted the following resolution on the 1st day of November. 2000.
Resolved, that the registered office of Corporation Service Company, 2711 Centerville Road, Suite 400 Wilmington, DE 19808 in the state of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office.
IN WITNESS WHEREOF,URS Greiner Woodward-Clyde International Holdings, Inc. has caused this statement to be signed by Daniel Hutchins, Its Vice President this 7th day of February, 2001.
 |
|
| Daniel Hutchins, Vice President |
STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 03:00 PM 02/07/2001 010063027 – 2238294 |
Delaware | PAGE 1 | |||
| The First State |
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “URS GREINER WOODWARD-CLYDE INTERNATIONAL HOLDINGS, INC.”, CHANGING ITS NAME FROM “URS GREINER. WOODWARD-CLYDE INTERNATIONAL HOLDINGS, INC.” TO “URS INTERNATIONAL, INC.”, FILED IN THIS OFFICE ON THE SEVENTEENTH DAY OF APRIL, A.D. 2002, AT 5 O’CLOCK P.M.
| | |||
Harriet Smith Windsor, Secretary of State | ||||
| 2238294 8100 | AUTHENTICATION: 6069953 | |||
071111822 |
DATE: 10-12-07 | |||
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
URS GREINER WOODWARD-CLYDE INTERNATIONAL HOLDINGS, INC.
* * * *
URS Greiner Woodward-Clyde International Holdings, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:
FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members, filed with the minutes of the Board a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:
RESOLVED, that the Certificate of Incorporation of URS Greiner Woodward-Clyde International Holdings, Inc. be amended by changing Article I thereof so that, as amended, said Article shall be and read as follows:
Article I
The name of the corporation is URS International, Inc.
SECOND: That in lieu of a meeting and vote of stockholder, the sole stockholder has given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.
THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.
IT WITNESS WHEREOF, said URS Greiner Woodward-Clyde International Holdings, Inc, has caused this Certificate of Incorporation to be signed by Carol Brummerstedt, its Assistant Secretary, this 17th day of April, 2002.
| URS GREINER WOODWARD-CLYDE INTERNATIONAL HOLDINGS, INC. | ||||
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STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 05:00 PM 04/17/2002 020246714 – 2238294 |
Carol Brummerstedt, Assistant Secretary | |||