EXHIBIT 3.20(a)
CERTIFICATE OF INCORPORATION
OF
TRAMMELL CROW AUSTIN, INC.
(a stock corporation)
The undersigned, for the purpose of incorporating and organizing a corporation under the General Corporation Law of the State of Delaware, does hereby certify as follows:
1.Name. The name of the corporation (the “Corporation”) is Trammell Crow Austin, Inc.
2.Registered Office and Agent. The address of the Corporation’s registered office in the State of Delaware is 32 Loockerman Square, Suite L-100, Dover, Kent County, Delaware 19901. The name of the Corporation’s registered agent at such address is The Prentice-Hall Corporation System, Inc.
3.Purpose. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.
4.Capital Stook. The Corporation will have authority to issue 1,000 shares of Common Stock, par value $0.01 per share (the “Common Stock”). All shares of Common Stock will have identical rights and privileges in every respect, and each holder of Common Stock will have one vote for each share held thereof on all matters to be voted on by the stockholders of the Corporation.
5.Management Board. The Corporation’s Board of Directors will be called the Management Board. The number of members of the Management Board will be fixed in accordance with the Bylaws of the Corporation. Elections of members of the Management Board need not be by written ballot except and to the extent provided in the Bylaws of the Corporation. The name and mailing address of the person who is to serve as the initial member of the Management Board until the first annual meeting of stockholders or until his successors are elected and qualified are as follows:
NAME | MAILING ADDRESS | |
J. McDonald Williams | 3500 Trammell Crow Center 2001 Ross Avenue Dallas, Texas 75201 | |
6.Director Liability. To the full extent permitted by the General Corporation Law of the State of Delaware or any other applicable laws presently or hereafter in effect, no
member of the Management Board of the Corporation will be personally liable to the Corporation or its stockholders for or with respect to any acts or omissions in the performance of his or her duties as a member of the Management Board of the Corporation. Any repeal or modification of this Article 6 will not adversely affect any right or protection of a member of the Management Board of the Corporation existing immediately prior to the repeal or modification.
7.Indemnification. Each person who is or was or had agreed to become a member of the Management Board or an officer of the Corporation, or each such person who is or was serving or who had agreed to serve at the request of the Management Board or an officer of the Corporation as an employee or agent of the Corporation or as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including the heirs, executors, administrators or estate of such person), will be indemnified by the Corporation to the full extent permitted by the General Corporation Law of the State of Delaware or any other applicable laws as presently or hereafter in effect. Without limiting the generality or effect of the foregoing, the Corporation may enter into one or more agreements with any person which provide for indemnification greater or different than that provided in this Article 7. Any repeal or modification of this Article 7 will not adversely affect any right or protection existing hereunder immediately prior to the repeal or modification.
8.Amendment to Bylaws. Any amendment, alteration or repeal of the Bylaws, of the Corporation, or the adoption of new Bylaws by the Corporation, will require the affirmative vote of the holders of not less than a majority of the outstanding shares entitled to vote.
9.Amendment to Certificate of Incorporation. The Corporation reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed herein or by applicable law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, members of the Management Board or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to this reservation.
10.Incorporator. The name and mailing address of the incorporator are Thomas B. Green, 3500 Trammell Crow Center, 2001 Ross Avenue, Dallas, Texas 75201.
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IN WITNESS WHEREOF, the undersigned, being the incorporator hereinabove named, does hereby execute this Certificate of Incorporation this 6th day of September, 1991.
| /s/ Thomas B. Green |
| Thomas B. Green |
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CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION
OF
TRAMMELL CROW AUSTIN, INC.
It is hereby certified that:
1. The name of the corporation (hereinafter called the “corporation”) is Trammell Crow Austin, Inc.
2. The certificate of incorporation of the corporation is hereby amended by striking out Article 1 thereof and by substituting in lieu of said Article the following new Article:
“1. Name. The name of the corporation (the “Corporation”) is Trammell Crow Central Texas, Inc.”
3. The amendment of the certificate of incorporation herein certified has been duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.
| /s/ J. McDonald Williams |
J. McDonald Williams Executive Vice President |
Attest:
| /s/ Laura B. Colella |
| Laura B. Colella, Secretary |
CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION
OF
TRAMMELL CROW CENTRAL TEXAS, INC.
It is hereby certified that:
1. The name of the corporation (hereinafter called the “corporation”) is Trammell Crow Central Texas, Inc.
2. The certificate of incorporation of the corporation is hereby amended by striking out Article 1 thereof and by substituting in lieu of said Article the following new Article:
“1. Name. The name of the corporation (the “Corporation”) is TCCT, Inc.”
3. The amendment of the certificate of incorporation herein certified has been duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.
| /s/ Deborah A. Oaks |
Deborah A. Oaks, Secretary |
Attest:
| /s/ Richard H. Coe |
| Richard H. Coe, Assistant Secretary |
CERTIFICATE OF CORRECTION
TO THE AMENDMENT TO CERTIFICATE OF INCORPORATION
OF
TCCT, INC.
f/k/a Trammell Crow Central Texas, Inc.
This Correction to the Amendment to Certificate of Incorporation of TCCT, Inc. is hereby executed this 31st day of May, 1995, but effective for all purposes as of the date the Amendment to Certificate of Incorporation was filed with Secretary of State of Delaware. May 24, 1995.
It is hereby certified that:
1. On May 24, 1995, Trammell Crow Central Texas, Inc. filed an Amendment to Certificate of Incorporation changing the name of the corporation to TCCT, Inc.
2. Due to a scriveners error, the new name of the corporation was spelled incorrectly.
3. The Amendment to Certificate of Incorporation is hereby corrected by striking out Article 1 thereof and by substituting in lieu of said Article the following new Article:
“1,Name. The name of the Corporation (the “Corporation”) is TCCT Real Estate, Inc.”
4. This Correction to the Amendment of the Certificate of Incorporation herein certified has been duly adopted in accordance with the provisions of Section 103 of the General Corporation Law of the State of Delaware.
| /s/ Deborah A. Oaks |
Deborah A. Oaks, Secretary |
Attest:
| /s/ Richard H. Coe |
Richard H. Coe, Assistant Secretary |
CERTIFICATE OF CHANGE
OF
REGISTERED AGENT AND OFFICE
OF
TCCT Real Estate, Inc.
The Board of Directors of TCCT Real Estate, Inc. , A Corporation of Delaware, on this24th day ofSeptember 2002, do hereby resolve and order that the location of the Registered Office of this Corporation within the State of Delaware be, and the same hereby is 30 Old Rudnick Lane, Dover, DE 19901, County of Kent. .
The name of the Registered Agent herein and in charge thereof upon whom process against this Corporation may be served is: LexisNexis Document Solutions Inc. 30 Old Rudnick Lane, Dover, DE 19901.
TCCT Real Estate, Inc. , a Corporation of Delaware, 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 of the corporation the24th day ofSeptember , 2002.
| By: | /s/ Rebecca N. Savino | |
| Authorized Officer & Title | ||
| Rebecca M. Savino, Asst. Sec. | ||
| Printed Name & Title | ||
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 TCCT REAL ESTATE, INC.
2. The registered office of the corporation within the State of Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808, 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 June 7, 2004.
| /s/ Rebecca M. Savino |
| Rebecca M. Savino, Assistant Secretary |
DE BC D-:COA CERTIFICATE OF CHANGE 09/00 (#163)
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
TCCT REAL ESTATE, INC.
TCCT Real Estate, Inc., a corporation organized and existing under the laws of the State of Delaware (hereinafter the “Corporation”), hereby certifies as follows:
1. The name of the Corporation is TCCT Real Estate, Inc. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on September 10, 1991 (the “Certificate of Incorporation”).
2. Effective on the date hereof, the Certificate of Incorporation is hereby amended by striking out article First thereof and by substituting in lieu of said article the following new article First:
“FIRST: The name of the corporation (the “Corporation”) is CBRE Real Estate, Inc.”
3. All other provisions of the Certificate of Incorporation shall remain in full force and effect.
4. The foregoing amendment set forth in this Certificate of Amendment of the Certificate of Incorporation were duly adopted in accordance with the provisions of Sections 141(f), 228 and 242 of the General Corporation Law of the State of Delaware.
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IN WITNESS WHEREOF, the undersigned, as a duly authorized officer of the Corporation, has executed this Certificate of Amendment of the Certificate of Incorporation this 11th day of January, 2007.
| By: | /s/ Brian D. McAllister | |
| Name: Brian D. McAllister | ||
| Title: Senior Vice President | ||
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
CBRE REAL ESTATE, INC.
It is hereby certified that:
1. The name of the corporation (hereinafter called the “corporation”) is CBRE Real Estate, Inc. The original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on September 10, 1991 (the “Certificate of Incorporation”).
2. The Certificate of Incorporation of the corporation is hereby amended by striking out Article 1 thereof and by substituting in lieu of said Article the following new Article:
“1.Name. The name of the corporation (the “Corporation”) is TCCT Real Estate, Inc.”
3. All other provisions of the Certificate of Incorporation shall remain in full force and effect.
4. The foregoing amendment of the Certificate of Incorporation herein certified has been duly adopted in accordance with the provisions of Sections 141(f), 228 and 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the undersigned, as a duly authorized officer of the Corporation, has executed the Certificate of Amendment of the Certificate of Incorporation this 8th day of August, 2007.
| /s/ Rebecca M. Savino |
| Rebecca M. Savino, |
| Assistant Secretary |