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Exhibit 3.94
ARTICLES OF INCORPORATION
OF
SHADOW III, INC.
FIRST: The name of the corporation is:
Shadow III; Inc.
SECOND: The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.
THIRD: The name and complete address in this State of the corporation's initial agent for service of process is:
Edward M. Lake, CFO
SYS Technologies
5050 Murphy Canyon Road, Suite 200
San Diego, CA 92123
FOURTH: The corporation is authorized to issue a total of one million (1,000,000) shares of Common Stock ("Common Stock").
FIFTH: The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.
SIXTH: The corporation is authorized to provide indemnification of its agents (as defined in Section 317(a) of the California Corporations Code) to the fullest extent permissible under California law through bylaw provisions, agreements with its agents, vote of the shareholders or disinterested directors, or otherwise, in excess of the indemnification otherwise permitted by Section 317 of the California Corporations Code. The corporation is further authorized to provide insurance for agents as set forth in Section 317 of the California Corporations Code.
SEVENTH: Any repeal or modification of the foregoing provisions of Articles Fifth and Sixth by the shareholders of the corporation shall not adversely affect any right or protection of an agent of this corporation existing at the time of such repeal or modification.
For the purpose of forming the corporation under the laws of the State of California, the undersigned incorporator has executed these Articles of Incorporation.
Dated: September 26, 2006
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| | | /s/ Antonia E. Lopes
Antónia E. Lopes, Sole Incorporator |
CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION
The undersigned certify that
1. They are the president and the secretary, respectively, of Shadow III, Inc., a California corporation.
2. Article I of the Articles of Incorporation of this corporation is amended to read as follows:
3. The foregoing amendment of Articles of Incorporation has been duly approved by the board of directors.
4. The foregoing amendment of Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902, California Corporations Code. The total number of outstanding shares of the corporation is 1,000. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%.
We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.
DATE: 9/9/2011
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/s/ Eric DeMarco
Eric DeMarco, President | | |
/s/ Deborah Butera
Deborah Butera, Secretary |
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ARTICLES OF INCORPORATION OF SHADOW III, INC.Shadow III; Inc.
