Exhibit 3.63
STATE OF NEW YORK
DEPARTMENT OF STATE
I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original.
WITNESS my hand and official seal of the Department of State, at the City of Albany, on October 6, 2011.
![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg026b.jpg)
Daniel E. Shapiro
First Deputy Secretary of State
Rev. 06/07
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The University of the State of New York |
| | Education | | ![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pglogoa.jpg) | | Department | | |
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![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg02c.jpg)
| | STATE OF NEW YORK | | : | | |
| | | : | | SS |
| COUNTY OF ALBANY | | : | | |
| Consent is hereby given, pursuant to Section 7209 of the Education Law, to the filing of a restated certificate of incorporation, pursuant to Section 807 of the Business Corporation Law, amending the purposes and changing the name of the corporation from EDWIN S. VOORHIS & SON, INC. to SANDERS & THOMAS OF NEW YORK, INC. |
IN WITNESS WHEREOF, I, Ewald B. Nyquist, Commissioner of Education [ILLEGIBLE]
RESTATED CERTIFICATE OF INCORPORATION
OF
EDWIN S. VOORHIS & SON, INC.
Under Section 807 of the Business Corporation Law. We, Anton Chionchio and Robert G. Tufano, being respectively the president and assistant secretary of Edwin S. Voorhis & Son, Inc., in accordance with Section 807 of the Business Corporation Law, do hereby certify:
1. The name of the corporation is Edwin S. Voorhis & Son, Inc.
2. The certificate of incorporation was filed by the Department of State on the 29th day of August 1934.
3. The certificate of incorporation as now in full force and effect is hereby amended to effect the following changes authorized in Section 801 of the Business Corporation Law:
| a. | To change the name of the corporation as set forth in paragraph 1 of the restated certificate of incorporation. |
| b. | To amend the purposes of the corporation as set forth in paragraph 2 of the restated certificate of incorporation. |
| c. | To change the location of the office of the Corporation as set forth in Paragraph 4 of the restated certificate of incorporation. |
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| d. | To eliminate reference to the number of directors of the Corporation. |
| e. | To change the address to which the Secretary of State is required to mail copies of process as set forth in Paragraph 6 of the restated certificate of incorporation. |
The certificate of incorporation is hereby restated to set forth its entire text as amended as follows:
FIRST: – The name of the Corporation shall be SANDERS & THOMAS OF NEW YORK, INC.
SECOND: – The purposes for which said Corporation is to be formed, are as follows:
To do a general surveying and engineering business, to conduct the business of engineering and surveying in all its branches, to make surveys and subdivision maps, to make drafts and plans for public and private works or undertakings.
To superintend construction, to engage competent engineers, to make plans and specifications and supervise the execution thereof to carry on the business of general construction contractors.
To carry on the business of consulting, advisory and management engineers in all of their respective branches; to carry on the business of surveying, subdivision and contract work of every kind, nature and description; to make contracts for and prepare plans, drawings and specifications for engineering work of all types and descriptions and to superintend any and all such work.
To bid upon, enter into and carry out contracts for the grading and making of roads, walks, paths, railroads, the construction of bridges, buildings, piers, wharves, fortifications, power plants and developments, transmission lines, tunnels, subways, drainage and irrigation systems. To do architectural, building, structural, construction, erection, civil and mechanical engineering, surveying, dredging,
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shoring, wrecking, salvage, electrical and engineering work of every kind and description whatsoever either in connection with real estate, personal or mixed property or all thereof, and in every part of the world. To manufacture, mine, quarry, or otherwise produce, buy, sell, or deal in building materials and all kinds of materials, supplies and equipment for masons, carpenters, builders, electricians, engineers and contractors. To acquire, use, employ, sell and deal in all suitable means, apparatus, machinery, contrivances, equipment and facilities for prosecuting its business.
To conduct the business of landscape engineering, to design and construct athletic fields, swimming pools, playgrounds, parks and stadiums, and to design and plant gardens, parks, lawns, terraces, estates, driveways, walks and tree, shrub and flower planting and in general do all acts necessary to beautify the above; to hire and maintain a corps of competent engineers and landscape architects and gardeners to make said plans and design and to execute the same. To make estimates on the construction and to construct any of the above, to acquire the necessary real estate and plant or plants to carry out the above projects.
To engage in the business of making blue prints from tracings and photographic negatives and also to make such tracings from data furnished by customers and to make drafts of plans for buildings, machinery and every other thing as preliminary to the preparation of tracings and blue prints therefrom.
To buy and sell mortgages, buy, purchase, exchange, lease, hire or otherwise acquire real estate and property, either improved or unimproved, any interest or right therein, and to own, hold, control, maintain, manage and develop the same, in any State or States of the United States.
To purchase, exchange, hire or otherwise acquire such personal property, chattels, rights, easements, permits, privileges and franchises as may lawfully be purchased, exchanged, hired, or acquired under the New York Business Corporation Law.
To erect, construct, maintain, improve, rebuild, enlarge or manage and control, directly or through ownership of stock in any Corporation any and all kinds of buildings, houses, hotels, breweries, stores, offices, warehouses, mills, shops,
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factories, machinery and plants and any or all other structures and erections which may at any time be necessary; useful or advantageous in the judgment of the Board of Directors for the purposes of the Corporation which can be lawfully done under the New York Business Corporation Law.
To sell, manage, improve, develop, assign, transfer, convey, lease, sub-lease, pledge or otherwise alienate or dispose of and to mortgage and to otherwise encumber lands, buildings, real property, chattels, real and other property of the Company, real and personal and wheresoever situate, and any and all legal and equitable rights therein.
To borrow money with or without pledge of or mortgage of all or any of its property, real or personal and securing the same and to loan and advance money or mortgages on personal and real property or on either of them.
To purchase, acquire, hold, sell, assign and transfer, mortgage, pledge and otherwise dispose of the shares of the capital stock, bonds, debentures, or other evidences of indebtedness of any Corporation, domestic or foreign and while the holder thereof to execute all the rights and privileges of ownership including the right to vote thereon and to issue and exchange therefor its own stock, bonds and other obligations.
To purchase or otherwise acquire, undertake, carry on, improve or develop all or any other business, good will, rights, and assets and liabilities of any person, firm, association or Corporation carrying on any kind of business the same or of a similar nature to that which this Corporation is authorized to carry on, pursuant to the provision of the Certificate.
To do all such acts and things as are incident or conducive to the premises and this Corporation shall have the power to conduct its business in all its branches in the State of New York, or in any other State or States of the United States, and ultimately to hold, purchase, mortgage, lease, convey, manage and control real and personal property therein as above provided and generally to do all acts and things, and to exercise all the powers now or hereinafter authorized by Law necessary to carry on the business of the said Corporation; or to promote any of the objects for which the Company is formed.
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For the accomplishment of the aforesaid purposes and in furtherance thereof, the Corporation shall have and may exercise all of the powers conferred by the Business Corporation Law, upon corporations formed thereunder, subject to any limitations contained in Article 2 of said law or in accordance with the provisions of any other statute of the State of New York.
THIRD: – The aggregate number of shares, which the corporation shall have authority to issue is One Thousand (1000) shares of common stock without par value.
FOURTH: – The office of the Corporation shall be located at 4190 Sunrise Highway, Town of Oyster Bay (Nassau County), Long Island, New York.
FIFTH: – The duration of the Corporation shall be perpetual.
SIXTH: – The Secretary of State is designated as the agent of the corporation upon whom process against the corporation may be served, and the address to which the Secretary of State shall mail a copy of any process against the corporation served upon him is:
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F. W. Heilman, Jr., Vice President STV, Inc. High and Hanover Streets Pottstown, Pennsylvania |
The amendments to the certificate of incorporation and the restatement of the certificate of incorporation were authorized by unanimous written consent setting forth the action taken, signed by the holder of all the outstanding shares entitled to vote thereon.
IN WITNESS WHEREOF we made and subscribed this certificate this 28th day of November 1969.
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![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg07a.jpg) |
ANTON CHIONCHIO, President |
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![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg07b.jpg) |
ROBERT G. TUFANO, Assistant Secretary |
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STATE OF NEW YORK | | ) |
| | ) |
COUNTY OF NASSAU | | ) |
ANTON CHIONCHIO, being duly sworn, deposes and says that he is one of the persons who signed the foregoing restated certificate of incorporation; that he signed said restated certificate of incorporation in the capacity set opposite or beneath his signature thereon; that he has read the foregoing restated certificate of incorporation and knows the contents thereof; and the statements contained therein are true to his own knowledge.
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![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg08a.jpg) |
ANTON CHIONCHIO, President |
Sworn to and subscribed before
me this 16 day of February, 1970.
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![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg08b.jpg) |
VINCENT J. CUMMINGS |
NOTARY PUBLIC, State of New York |
No. 52-5330525 |
Qualified in [ILLEGIBLE] County |
Term Expires March 30, 1970 |
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816756-8
RESTATED CERTIFICATE OF
INCORPORATION
of
EDWIN S. VOORHIS & SON, INC.
![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg09.jpg)
LAWOFFICES
BLANK, ROME, KLAUS & COMISKY
FOUR PENN-CENTER PLAZA
PHILADELPHIA, PA. 19103
LO’CUST. 9-3700
AREACODE 215
8
STATE OF NEW YORK
DEPARTMENT OF STATE
I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original.
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![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63logo.jpg) | | WITNESS my hand and official seal of the Department of State, at the City of Albany, on October 6, 2011. |
| ![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg026b.jpg) |
| Daniel E. Shapiro |
| First Deputy Secretary of State |
| |
| |
Rev. 06/07
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![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg11.jpg)
| | SANDERS & THOMAS OF NEW YORK, INC. CERTIFICATE OF CHANGE OF REGISTERED AGENT UNDER SECTION 805-A OF THE BUSINESS CORPORATION LAW WE, THE UNDERSIGNED, A. WILSON KNECHT and EDWARD J. RHINESCHMIDT being respectively the Chairman of the Board and the Secretary of SANDERS & THOMAS OF NEW YORK, INC. hereby certify: 1. The name of the corporation is Sanders & Thomas of New York, Inc. The name under which the corporation was formed was Edwin S. Voorhis & Son, Inc. 2. The certificate of incorporation of said corporation was filed by the Department of State on the 29th day of August, 1934. 3. The following change was authorized by the Board of Directors: To change the address for mailing service of process in New York upon whom all process against the corporation may be served from E. W. Heilman, Jr. c/o STV, Inc., High and Hanover Streets, Pottstown, Penna. to William T. Cleland, 99 Park Avenue, New York, New York |
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IN WITNESS WHEREOF, we have signed this certificate on the 1st day of September, 1972 and we affirm the statements contained therein as true under penalties of perjury.
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![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg12a.jpg) |
A. WILSON KNECHT, CHAIRMAN OF THE BOARD |
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![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg12b.jpg) |
EDWARD J. RHINESCHMIDT, SECRETARY |
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STATE OF NEW YORK
DEPARTMENT OF STATE
I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original.
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![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63logo.jpg) | | WITNESS my hand and official seal of the Department of State, at the City of Albany, on October 6, 2011. |
| ![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg026b.jpg) |
| Daniel E. Shapiro |
| First Deputy Secretary of State |
| |
| |
Rev. 06/07
[ILLEGIBLE]
SANDERS & THOMAS OF NEW YORK, INC.
UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW
We, the undersigned, Whitney A. Sanders and Edward J. Rhineschmidt, being respectively the chairman of the board and the secretary of Sanders & Thomas of New York, Inc. hereby certify:
1. The name of the corporation is Sanders & Thomas of New York, Inc. The name under which the corporation was formed is Edwin S. Voorhis & Son, Inc.
2. The certificate of incorporation of said corporation was filed by the Department of State on the 29th day of August, 1934.
3. (a) The certificate of incorporation is amended to change the corporate name.
(b) To effect the foregoing, Article First relating to name is amended to read as follows:
First: The name of the Corporation shall be: STV Consultants, Inc.
4. The amendment was authorized in the following manner:
By the unanimous written consent of the sole shareholder.
IN WITNESS WHEREOF, we have signed this certificate on the 29th day of August, 1974 and we affirm the statements contained therein as true under penalties of perjury.
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SANDERS & THOMAS OF NEW YORK, INC. |
By: | | ![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg15a.jpg) |
| | Whitney A. Sanders, Chairman of the Board |
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| | ![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg15b.jpg) |
| | C. F. UMSTEAD |
| | Assistant Secretary-Treasurer |
1
STATE OF NEW YORK
DEPARTMENT OF STATE
I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original.
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![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63logo.jpg) | | WITNESS my hand and official seal of the Department of State, at the City of Albany, on October 6, 2011. |
| ![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg026b.jpg) |
| Daniel E. Shapiro |
| First Deputy Secretary of State |
| |
| |
Rev. 06/07
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The University of the State of New York |
| | Education | | ![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg17.jpg) | | Department | | |
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| | STATE OF NEW YORK | | : | | |
| | | : | | SS. |
| COUNTY OF ALBANY | | : | | |
| Consent is hereby given, pursuant to Section 7209; of the Education Law, to the filing of a certificate of amendment to the certificate of incorporation, pursuant to Section 805 of the Business Corporation Law, changing the name of the corporation from S.T.V. CONSULTANTS, INC. to CAHN ENGINEERS, INC. |
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![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg17b.jpg) | | IN WITNESS WHEREOF this instrument is executed and the seal of the State Education Department is affixed this 14th day of July, 1977. |
| Gordon M. Ambach Commissioner of Education |
| BY: | | ![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg17c.jpg) |
| Robert D. Stone |
| Counsel and Deputy Commissioner for Legal Affairs |
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51377
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
S.T.V. CONSULTANTS, INC.
Under Section 805 of the
Business Corporation Law
IT IS HEREBY CERTIFIED THAT:
(1) This name of the corporation is S.T.V. CONSULTANTS, INC.
(2) The certificate of incorporation was filed by the Department of State on the 29th day of August, 1934.
(3) The original name of the corporation was EDWIN S. VOORHIS & SON, INC.
(4) The certificate of incorporation of this corporation is hereby amended to effect the following change:
To change the name of the corporation
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From: | | S.T.V. CONSULTANTS, INC. |
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To: | | CAHN ENGINEERS, INC. |
(5) The amendment to the certificate of incorporation was approved by the action of the sole shareholder of S.T.V. CONSULTANTS, INC.
IN WITNESS WHEREOF, this certificate has been subscribed the 1st day of June, 1977, by the undersigned who
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affirms that the statements made herein are true under the penalties of perjury.
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S.T.V. CONSULTANTS, INC. |
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By: | | ![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg19a.jpg) |
Michael Haratunian, President |
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Attest: | | ![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg19b.jpg) |
F. William Heilman, Jr., Secretary |
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STATE OF NEW YORK | | : | | |
| | : | | ss |
COUNTY OF NEW YORK | | : | | |
Michael Haratunian, being duly sworn, deposes and says: That he is the President of S.T.V. Consultants, Inc.,; that he has read the foregoing Certificate of Amendment of the Certificate of Incorporation of S.T.V. Consultants, Inc. and the same is true to the best of his knowledge, information and belief.
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![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg19c.jpg) |
Michael Haratunian, President |
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Sworn to before me this 1st day of June, 1977. |
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![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg19.jpg) |
Notary Public |
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VIRGINIA B. MOORE Notary Public, State of New York No. 31-8006750 Qualified in New York County Commission Expires March 30, 1978 |
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STATE OF NEW YORK
DEPARTMENT OF STATE
I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original.
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![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63logo.jpg) | | WITNESS my hand and official seal of the Department of State, at the City of Albany, on October 6, 2011. |
| ![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg026b.jpg)
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| Daniel E. Shapiro |
| First Deputy Secretary of State |
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| |
Rev. 06/07
B034584
![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg22a.jpg)
The University of the State of New York
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STATE OF NEW YORK | | : | | | | |
| | : | | ss. | | : |
COUNTY OF ALBANY | | : | | | | |
In accordance with the provisions of section 805 of the Business Corporation Law, consent is hereby given to the change of name of CAHN ENGINEERS, INC. to S P GROUP, INC. contained in the annexed certificate of amendment to the certificate of incorporation.
This consent to filing, however, shall not be construed as approval by the Board of Regents, the Commissioner of Education or the State Education Department of the purposes or objects of such corporation, nor shall it be construed as giving the officers or agents of such corporation the right to use the name of the Board of Regents, the Commissioner of Education, the University of the State of New York or the State Education Department in its publications or advertising matter.
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![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg17b.jpg) | | IN WITNESS WHEREOF this instrument is executed and the seal of the State Education Department is affixed this 13th day of September, 1983. |
| Gordon M. Ambach |
| Commissioner of Education |
| By: | | ![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg22c.jpg)
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| Robert D. Stone |
| Counsel and Deputy Commissioner for Legal Affairs |
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1
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
CAHN ENGINEERS, INC.
Under Section 805 of the Business Corporation Law
The undersigned, being the president and the secretary of Cahn Engineers, Inc., do hereby certify and set forth:
1. The name of the corporation is Cahn Engineers, Inc. The name under which the corporation was formed is Edwin S. Voorhis & Son, Inc.
2. The certificate of incorporation of Edwin S. Voorhis & Son, Inc. was filed with the Department of State on the 29th day of August, 1934.
3. The certificate of incorporation of Cahn Engineers Inc. is hereby amended to effect the following change:
To change the name of the corporation
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From: | | CAHN ENGINEERS, INC. |
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To: | | S P GROUP, INC. |
4. The manner in which this amendment to the certificate of incorporation of Cahn Engineers, Inc. was authorized was by the affirmative vote of the holders of a majority of all outstanding shares entitled to vote thereon at a meeting of the shareholders of said corporation duly called and held on the 26th day of May, 1983, a quorum being present.
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IN WITNESS WHEREOF, this certificate has been subscribed the 27th day of May, 1983, by the undersigned, who affirms that the statements made herein are true under the penalties of perjury.
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CAHN ENGINEERS, INC. |
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By: | | ![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg24a.jpg) |
Edgar B. Vinal, Jr., President |
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![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg24b.jpg) |
Assistant Secretary – Eugene Jones |
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STATE OF NEW YORK | | ) | | |
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COUNTY OF New York | | ) | | ss. |
Edgar B. Vinal, Jr., being duly sworn, deposes and says: That he is the President of Cahn Engineers, Inc.: that he has read the foregoing Certificate of Amendment of the Certificate of Incorporation of Cahn Engineers, Inc. and the same is true to the best of his knowledge, information and belief.
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![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg24c.jpg) |
Edgar B. Vinal Jr., President |
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Sworn to before me this 27th day of May, 1983. |
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![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg24d.jpg) |
Notary Public, State of Connecticut |
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My Commission Expires 4/1/86 |
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STATE OF NEW YORK
DEPARTMENT OF STATE
I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original.
WITNESS my hand and official seal of the Department of State, at the City of Albany, on October 6, 2011.
![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg026b.jpg)
Daniel E. Shapiro
First Deputy Secretary of State
Rev. 06/07
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377—Certificate of Change by Corporation as to Address or Registered [ILLEGIBLE] | | | | [ILLEGIBLE] 80 EXCHANGE PLACEAT BROADWAY, NEW YORK |
Certificate of Change of
SP Group, Inc.
Under Section 805-A of the Business Corporation Law
IT IS HEREBY CERTIFIED THAT:
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| | (a) The name of the corporation is |
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| | SP Group, Inc. |
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| | and the corporation was formed under the (said) name |
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| | Edwin S. Voorhis & Son, Inc. |
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![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg27.jpg)
| | (b) The certificate of incorporation was filed by the department of state on the29th day ofAugust 1934. |
| (c) The certificate of incorporation is changed: [ILLEGIBLE] |
| to specify or change the post office address to which the secretary of state shall mail a copy of any process against the corporation served upon him to |
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| | SP Group, Inc. 2 Computer Drive Suite 2000 Albany, NY 12205 [ILLEGIBLE] |
[ILLEGIBLE] STRIKE OUT WHERE INAPPLICABLE
![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg28.jpg)
STATE OF NEW YORK
DEPARTMENT OF STATE
I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original.
WITNESS my hand and official seal of the Department of State, at the City of Albany, on October 6, 2011.
![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg029b.jpg)
Daniel E. Shapiro
First Deputy Secretary of State
Rev. 06/07
![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg30a.jpg)
The University of the State of New York
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| | STATE OF NEW YORK | | : | | |
| | | | : | | ss.: |
| | COUNTY OF ALBANY | | : | | |
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![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg30b.jpg) | | In accordance with the provisions of section 805 of the Business Corporation Law, consent is hereby given to the change of name of S P GROUP, INC. to GREINER ENGINEERING SCIENCES, INC. as contained in the annexed certificate of amendment to the certificate of incorporation. |
| This consent to filing, however, shall not be construed as approval by the Board of Regents, the Commissioner of Education or the State Education Department of the purposes or objects of such corporation, nor shall it be construed as giving the officers or agents of such corporation the right to use the name of the Board of Regents, the Commissioner of Education, the University of the State of New York or the State Education Department in its publications or advertising matter. |
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![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg30c.jpg) | | IN WITNESS WHEREOF this instrument is executed and the seal of the State Education Department is affixed this 19th day of December, 1984. |
| Gordon M. Ambach |
| Commissioner of Education |
| By: | | ![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg30d.jpg) |
| Robert D. Stone |
| Counsel and Deputy Commissioner for Legal Affairs |
1
CERTIFICATE OF AMENDMENT
OF THE CERTIFICATE OF INCORPORATION
OF
S P GROUP, INC.
UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW
* * * *
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WE, THE UNDERSIGNED, Edgar B. Vinal, Jr. and Allen V. Herring, being respectively the President and the Secretary of S P Group, Inc. hereby certify: |
|
1. The name of the Corporation is S P GROUP, INC. The name under which the Corporation was formed is Edwin S. Voorhis & Son, Inc. |
|
2. The certificate of incorporation of said corporation was filed by the Department of State on the 29th day of August, 1934. |
| | |
3. | | (a) | | The certificate of incorporation is amended to change the name of the Corporation. |
| | |
| | (b) | | To effect the foregoing, Article First relating to the name of the Corporation is amended to read as follows: |
| | | |
| | | | | | The name of the Corporation shall be Greiner Engineering Sciences, Inc. |
| |
4. | | The amendment was authorized in the following manner: By unanimous vote of the Board of Directors, followed by the unanimous vote of all the outstanding shares entitled to vote. |
|
IN WITNESS WHEREOF, we have signed this Certificate on the 6th day of November, 1984, and we affirm the statements contained therein as true under penalties of perjury. |
|
![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg31a.jpg) |
Edgar B. Vinal, Jr., President |
|
![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg31b.jpg) |
Allen V. Herring, Secretary |
2
THE UNIVERSITY OF THE STATE OF NEW YORK
THE STATE EDUCATION DEPARTMENT
ALBANY, NEW YORK 12234
[ILLEGIBLE]
December 19, 1984
| | | | |
| | Re:S P GROUP, INC. | | ![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg32a.jpg) |
Dear Sir or Madam:
The proposed certificate of amendment of the above named corporation, which you forwarded to this office for consent to filing pursuant to the Business Corporation Law, is herewith returned with the consent of the Commissioner of Education annexed thereto.
Once the certificate is filed, please submit a certified copy of the filed certificate to Ms. Ann Slagen, Division of Professional Licensing Services, Cultural Education Center, Empire State Plaza, Albany, New York 12230.
|
Sincerely, |
|
![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg32b.jpg) |
Robert D. Stone |
Robinson & Cole
Law Offices
One Commercial Plaza
Hartford, Connecticut 06103-3597
/fw
Enclosure
cc: Ms. Ann Slagen
3
![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg033.jpg)
4
STATE OF NEW YORK
DEPARTMENT OF STATE
I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original.
WITNESS my hand and official seal of the Department of State, at the City of Albany, on October 6, 2011.
![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg034b.jpg)
Daniel E. Shapiro
First Deputy Secretary of State
Rev. 06/07
CERTIFICATE OF CHANGE
OF
GREINER ENGINEERING SCIENCES, INC.
UNDER SECTION 805-A OF THE BUSINESS CORPORATION LAW
| | | | |
![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg035a.jpg) | | WE, THE UNDERSIGNED, Edgar B. Vinal, Jr., and Allen V. Herring, being respectively the President and the Secretary of Greiner Engineering Sciences, Inc. hereby certify: | | |
| 1. The name of the corporation is Greiner Engineering Sciences, Inc. It was incorporated under the name Edwin S. Voorhis & Son, Inc. | | |
| 2. The Certificate of Incorporation of said corporation was filed by the Department of State on the 29th day of August, 1934. | | |
| | 3. The following was authorized by the Board of Directors: | | |
| | To change the post office address to which the Secretary of State shall mail a copy of process in any action or proceeding against the corporation which may be served on him from 2 Computer Drive, Suite 2000, Albany, NY 2205 to c/o C T Corporation System, 1633 Broadway, New York, NY 10019. To designate C T Corporation System, 1633 Broadway, New York, NY 10019 as its registered agent in New York upon whom all process against the corporation may be served. | | ![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg035b.jpg) |
| | IN WITNESS WHEREOF, we have signed this certificate on the 10th day of February, 1986 and we affirm the statements contained herein as true under penalties of perjury. | | |
|
![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg035c.jpg) |
Edgar B. Vinal, Jr. |
President |
|
![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg035d.jpg) |
Allen V. Herring |
Secretary |
1
![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg036.jpg)
2
STATE OF NEW YORK
DEPARTMENT OF STATE
I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original.
WITNESS my hand and official seal of the Department of State, at the City of Albany, on October 6, 2011.
![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg037b.jpg)
Daniel E. Shapiro
First Deputy Secretary of State
Rev. 06/07
![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg038c.jpg)
| | | | |
![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg038a.jpg)
| | CERTIFICATE OF AMENDMENT |
| OF THE CERTIFICATE OF INCORPORATION |
| OF |
| GREINER ENGINEERING SCIENCES, INC. |
| UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW |
| * * * * |
| | WE, THE UNDERSIGNED, Edgar B. Vinal, Jr. and Chad L. Mitchell respectively the Executive Vice President and the Secretary of Greiner Engineering Sciences, Inc. certify: |
![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg038b.jpg)
| | 1. The name of the Corporation is Greiner Engineering Sciences, Inc. The name under which the Corporation was formed is Edwin S. Voorhis & Son, Inc. |
| 2. The certificate of incorporation of said Corporation was filed with the Department of State on the 29th day of August, 1934. |
| 3. (a) | | The certificate of incorporation is amended to change the name of the Corporation. |
| (b) | | To effect the foregoing, Article First relating to the name of the Corporation is amended to read as follows: |
| | | The name of the Corporation shall be Greiner, Inc. |
| 4. The amendment was authorized in the following manner: |
1
By unanimous vote of the Board of Directors, followed by the unanimous vote of all the outstanding shares entitled to vote.
IN WITNESS WHEREOF, we have signed this Certificate on the 12th day of February, 1987, and we affirm the statements contained therein as true under penalties of perjury.
|
![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg039a.jpg) |
Edgar B. Vinal, Jr. |
Executive Vice President |
|
![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg039b.jpg) |
Chad L. Mitchell |
Secretary |
2
NYS DEPARTMENT OF STATE
| | | | | | |
|
| |
FILING RECEIPT | | NAME RESERVATION (BUSINESS) |
|
| | | | | | |
CORPORATION NAME | | | | | | |
GREINER, INC. (RES FOR 60 DAYS) |
DATE FILED | | DURATION & COUNTY CODE | | FILM NUMBER | | CASH NUMBER |
04/29/87 | | | | B490316-1 | | 936197 |
| | | | | | |
NUMBER AND KIND OF SHARES | | LOCATION OF PRINCIPAL OFFICE |
FOR CH OF NAME OF GREINER ENGINEERING SCIENCES, INC. *INFO (SUBMIT CTF WHEN FILING) |
ADDRESS FOR PROCESS | | REGISTERED AGENT |
| | | | | | |
FEES AND/OR TAX PAID AS FOLLOWS: |
| | |
AMOUNT OF CHECK $ | | AMOUNT OF MONEY ORDER $ 00030 00 | | AMOUNT OF CASH $ |
| | | |
$ DOLLAR FEE TO COUNTY | | | | $ | | FILING |
| | | | $ | | TAX |
FILER NAME AND ADDRESS | | | | $ | | CERTIFIED COPY |
| | | | $ 20.00 | | CERTIFICATE |
ROBINSON & COLE | | | | 010.00 | | MISCELLANEOUS |
1 COMMERICAL PLAZA | | | | TOTAL PAYMENT $ | | 0000030 |
HARTFORD | | CT 06103 | | REFUND OF $ | | |
| | | |
| | | | | | |
| |
[ILLEGIBLE] | | GAIL [ILLEGIBLE] – SECRETARY OF STATE |
3
![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg41.jpg)
4
STATE OF NEW YORK
DEPARTMENT OF STATE
I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original.
| | |
![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63logo.jpg) | | WITNESS my hand and official seal of the Department of State, at the City of Albany, on October 6, 2011. |
| ![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg42b.jpg) |
| Daniel E. Shapiro |
| First Deputy Secretary of State |
| |
| |
Rev. 06/07
F930519000287
| | | | |
![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg43a.jpg) | | | | |
| | |
| | CERTIFICATE OF CHANGE | | ![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg43b.jpg)
|
| | OF | |
| | GREINER, INC. | | |
| | |
| | (Under Section 805-A of the Business Corporation Law) | | |
FIRST: The name of the corporation is: GREINER, INC. The name under which the corporation was formed is: EDWIN S. VOORHIS & SON, INC.
SECOND: The Certificate of Incorporation of the corporation was filed by the Department of State on August 29, 1934.
THIRD: The Certificate of Incorporation of the corporation is hereby changed, pursuant to the authorization of the Board of Directors of the Corporation, so as to change the post office address to which the Secretary of State shall mail a copy of any process against the corporation served upon him and to change the address of the registered agent of the corporation and to specify the address of said registered agent; and to accomplish said changes, the statement in the Certificate of Incorporation relating to said post office address is hereby stricken and the following statements are substituted in lieu thereof:
(a) “The post office address within the State of New York to which the Secretary of State shall mail a copy of any process against the corporation served upon him is c/o The Prentice-Hall Corporation System, Inc., 15 Columbus Circle, New York, New York 10023-7773.”
(b) “The name and the address of the registered agent of the corporation are The Prentice-Hall Corporation System, Inc., 15 Columbus Circle, New York, New York 10023-7773. Said registered agent is to be the agent upon which process against the corporation may be served.”
1
IN WITNESS WHEREOF, we have subscribed this document on the date hereinafter [ILLEGIBLE] forth and do hereby affirm, under the penalties of [ILLEGIBLE], that the statements contained therein have been examined by us and are true and correct.
| | |
Dated: | | April 22, 1993 |
| |
Name of Signer: | | ![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg44a.jpg) |
| | Robert L Costello – Vice President |
| |
Name of Signer: | | ![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg44b.jpg) |
| | Melissa K. Holder – Assistant Secretary |
2
930519000287
| | | | |
![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg45a.jpg) | | CERTIFICATE OF CHANGE | | ![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg45b.jpg)
|
| OF | |
| GREINER, INC. | | |
| (Under Section 805-A of the Business Corporation Law) | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | | | | |
![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg45c.jpg) | | | | | | ![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg45d.jpg)
|
| By: | | Greiner Engineering, Inc. | | |
| | | 909 East Las Colinas Boulevard | | |
| | | Irving, TX 75039 | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | |
![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg45e.jpg)
| | 930519000325 |
3
STATE OF NEW YORK
DEPARTMENT OF STATE
I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original.
| | |
![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63logo.jpg) | | WITNESS my hand and official seal of the Department of State, at the City of Albany, on October 6, 2011. |
| ![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg46b.jpg) |
| Daniel E. Shapiro |
| First Deputy Secretary of State |
| |
| |
Rev. 06/07
F950313000394
| | | | |
| | Certificate of Change | | ![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg47.jpg) |
| | of | | |
| | GREINER, INC. | | |
| | (Under Section 805-A of the Business Corporation Law) | | |
FIRST: The name of the corporation (“the corporation”) is
GREINER, INC.
SECOND: The certificate of incorporation of the corporation was filed by the Department of State on 08-29-34 under the original name of
EDWIN S. VOORHIS & SON, INC.
THIRD: The Certificate of Incorporation of the corporation is hereby changed, so as to change the post office address to which the Secretary of State of New York shall mail a copy of any process against the corporation served upon said Secretary of State and to change the address of the registered agent; and to accomplish said changes, the statements in the Certificate of Incorporation relating to said post office address and the designation of registered agent are hereby stricken and the following statements are submitted in lieu thereof:
“The post office address within the State of New York to which the Secretary of State of New York shall mail a copy of any process against the corporation served upon him is
c/o THE PRENTICE-HALL CORPORATION SYSTEM, INC.
500 Central Avenue, Albany, New York 12206-2290.”
“The name and the address of the registered agent of the corporation are
THE PRENTICE-HALL CORPORATION SYSTEM, INC.
500 Central Avenue, Albany, New York 12206-2290.
Said registered agent is to be the agent upon which process against the corporation may be served.”
FOURTH: A notice of the proposed changes was mailed by the undersigned to the corporation not less than 30 days prior to the date of the delivery of this certificate to the Department of State and the corporation has not objected thereto. The person signing this certificate is the agent, to whose address the Secretary of State of New York is required to mail copies of process and the registered agent of the corporation.
IN WITNESS WHEREOF, we have subscribed this document on the date set forth below and do hereby affirm, under the penalties of perjury, that the statements contained therein have been examined by us are true and correct.
Date: March 1, 1995
|
THE PRENTICE-HALL CORPORATION SYSTEM, INC. |
|
/s/ Dennis Howarth |
Dennis Howarth, Vice President |
|
/s/ Richard L. Kushay |
Richard L. Kushay, Asst. Secretary |
1
| | | | |
| | | | F950313000394 |
| | |
| | ![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg48a.jpg) | | |
| | |
| | CERTIFICATE OF CHANGE | | ![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg48b.jpg) |
| | of | | |
| | GREINER, INC. | | |
| | |
| | (Under Section 805-A of the Business Corporation Law) | | |
Margaret Timmins
THE PRENTICE-HALL CORPORATION SYSTEM, INC.
375 Hudson Street, 11th Floor
New York, New York 10014-3660
950313000395
2
STATE OF NEW YORK
DEPARTMENT OF STATE
I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original.
| | |
![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63logo.jpg) | | WITNESS my hand and official seal of the Department of State, at the City of Albany, on October 6, 2011. |
| ![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg49b.jpg) |
| Daniel E. Shapiro |
| First Deputy Secretary of State |
| |
| |
Rev. 06/07
| | | | |
N. Y. S. DEPARTMENT OF STATE | | | | 162 WASHINGTON AVENUE |
DIVISION OF CORPORATIONS AND STATE RECORDS | | ALBANY, NY 12231 |
|
FILING RECEIPT F960918000038 |
| | | | | | |
ENTITY NAME | | : | | URS GREINER, INC. | | |
| | | |
DOCUMENT TYPE | | : | | NAME RESERVATION (NCH) (DOM. BUSINES | | |
| | | |
SERVICE COMPANY | | : | | CSC NETWORKS/PRENTICE HALL | | SERVICE CODE 45 |
| | | |
APPLICANT NAME | | : | | GREINER INC. | | |
FILED: 08/27/1996 DURATION: 10/28/1996 CASH #: 960827000443 FILM #: 960827000425
| | |
ADDRESS FOR PROCESS | | ![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg50.jpg) |
REGISTERED AGENT | |
** SUBMIT RECEIPT WHEN FILING CERTIFICATE ** | |
| | | | | | | | | | | | | | | | |
FILER | | FEES | | | | 45.00 | | | PAYMENTS | | | | 45.00 | |
GREINER INC. C/O ERIC MCFARLAND | | FILING | | : | | | 20.00 | | | CASH | | : | | | 0.00 | |
COOLEY GODWARD CASTRO HUDDLESON & TATUM | | TAX | | : | | | 0.00 | | | CHECK | | : | | | 0.00 | |
ONE MARITIME PLAZA-20TH FL LAW DEPT | | CERT | | : | | | 0.00 | | | BILLED | | : | | | 45.00 | |
SAN FRANCISCO, CA 94111 | | COPIES | | : | | | 0.00 | | | | | | | | | |
| | HANDLING | | : | | | 25.00 | | | | | | | | | |
| | | | | | |
| | | | | | | | | REFUND | | : | | 0.00 | |
DOS-1025 (11/89)
1
960918000038
CSC 45
CERTIFICATE OF AMENDMENT
OF THE CERTIFICATE OF INCORPORATION
OF
GREINER, INC.
Under Section 805 of the Business Corporation Law
It is hereby certified that:
FIRST: The name of the corporation is Greiner, Inc. The name under which it was formed is Edwin S. Voorhis & Son, Inc.
SECOND: The certificate of incorporation of the corporation was filed by the Department of State onAugust 29, 1934.
THIRD: The amendment of the certificate of incorporation of the corporation effected by this certificate of amendment is as follows:
To change the name of the corporation.
FOURTH: To accomplish the foregoing amendment, ArticleFirst of the certificate of incorporation of the corporation, relating to the name of the corporation is hereby amended to read as follows:
“The name of the corporation is URS Greiner, Inc.”
FIFTH: The foregoing amendment of the certificate of incorporation of the corporation was authorized by the consent in writing of all the members of the Board of Directors of the corporation, followed by:
the unanimous written consent of the holder of all of the outstanding shares of the corporation entitled to vote on the said amendment of the certificate of incorporation.
21164740
082796
2
IN WITNESS WHEREOF, We have subscribed this document on the date set forth below and do hereby affirm, under the penalties of perjury, that the statements contained therein have been examined by us and are true and correct.
Date: August 30, 1996
|
![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg52a.jpg)
|
Robert L. Costello, President |
|
![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg52b.jpg)
|
Melissa K. Holder, Secretary |
21164740
082796
3
960918000038
![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg53a.jpg)
CSC 45
CERTIFICATE OF AMENDMENT
OF
GREINER, INC.
Under Section 805 of the Business Corporation Law
![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg53b.jpg)
| | | | |
![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg53c.jpg)
| | FILED BY: | | Cooley, Godward, Castro, Huddleson & Tatum |
| | | One Maritime Plaza |
| | | 20th Floor Law Department |
| | | San Francisco, CA 94111 |
960918000040
4
STATE OF NEW YORK
DEPARTMENT OF STATE
I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original.
| | |
![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63logo.jpg) | | WITNESS my hand and official seal of the Department of State, at the City of Albany, on October 6, 2011. |
| ![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg54b.jpg)
|
| Daniel E. Shapiro First Deputy Secretary of State |
Rev. 06/07
CSC-90
F 970414000641
Certificate of Change
of
URS GREINER, INC.
(Under Section 805-A of the Business Corporation Law)
FIRST: The name of the corporation (the “corporation”) is
URS GREINER, INC.
The name under which the corporation was formed is
EDWIN S. VOORHIS & SON, INC.
SECOND: The certificate of incorporation of the corporation was filed by the Department of State on
08-29-1934
THIRD: The certificate of incorporation of the corporation is hereby changed, so as to change the post office address to which the Secretary of State of New York shall mail a copy of any process against the corporation served upon said Secretary of State and to change the address of the registered agent; and to accomplish said changes, the statements in the certificate of incorporation relating to said post office address and the designation of registered agent are hereby stricken and the following statements are substituted in lieu thereof:
“The post office address within the State of New York to which the Secretary of State of New York shall mail a copy of any process against the corporation served upon him is c/o THE PRENTICE HALL CORPORATION SYSTEM, INC. 80 State Street, Albany, New York 12207”
“The name and the address of the registered agent of the corporation are THE PRENTICE HALL CORPORATION SYSTEM, INC. 80 State Street, Albany, New York 12207. Said registered agent is to be the agent upon which process against the corporation may be served.”
FOURTH: A notice of the proposed changes was mailed by the undersigned to the corporation not less than 30 days prior to the date of the delivery of this certificate to the Department of State and the corporation has not objected thereto. The person signing this certificate is the agent of the corporation to whose address the Secretary of State of New York is required to mail copies of process and the registered agent of the corporation.
IN WITNESS WHEREOF, we have subscribed this document on the date set forth below and do hereby affirm, under the penalties of perjury, that the statements contained therein have been examined by us and are true and correct.
Date: March 3, 1997
|
THE PRENTICE-HALL CORPORATION SYSTEM, INC. |
|
/s/ William G. Popeo |
William G. Popeo, Vice President |
|
/s/ John H. Pelletier |
John H. Pelletier, Asst. Secretary |
1
F 970414000641
CERTIFICATE OF CHANGE
of
URS GREINER, INC.
(Under Section 805 A of the Business Corporation Law)
![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg56.jpg)
Anne Grigorakos
THE PRENTICE-HALL CORPORATION SYSTEM, INC.
375 Hudson Street, 11th Floor
New York, New York 10014
CSC – 90
970414000664
2
STATE OF NEW YORK
DEPARTMENT OF STATE
I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original.
| | |
![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63logo.jpg) | | WITNESS my hand and official seal of the Department of State, at the City of Albany, on October 6, 2011. |
| ![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg57b.jpg)
|
| Daniel E. Shapiro |
| First Deputy Secretary of State |
Rev. 06/07
F 980925000188
CSC 45
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
URS GREINER, INC.
Under Section 805 of the Business Corporation Law
We, the undersigned, being respectively the President and Secretary of URS GREINER, INC. do hereby certify:
1. The name of the Corporation is:
URS GREINER, INC.
2. The Certificate of Incorporation was filed by the Department of State on the 29th day of August, 1934 under the original name of EDWIN S. VOORHIS & SON, INC.
3. The Certificate of Incorporation is hereby amended to change the corporations name.
Paragraph One of the Certificate of Incorporation is amended to read as follows:
“1. The name of the corporation is:
URS GREINER WOODWARD-CLYDE, INC.”
1
4. This amendment to the Certificate of Incorporation was authorized by unanimous written consent of the Board of directors followed by a vote of the holders of a majority of all outstanding shares entitled to vote thereon at a meeting duly held of the shareholders of the corporation.
IN WITNESS WHEREOF, we have signed this Certificate of Amendment this 19th day of August, 1998, and hereby affirm the truth of the statements contained herein under the penalties of perjury.
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![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg59a.jpg) |
Cynthia Jorgensen, Vice President |
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![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg59b.jpg) |
Carol Brummerstedt, Asst. Secretary |
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F 980925000188
CSC 45
CERTIFICATE OF AMENDMENT
OF
URS, GREINER, INC.
Under Section 805 of the Business Corporation Law
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| | | | ![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798stamp236a.jpg) |
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Filer: | | Ms. Amy Landuyt | |
| | URS Corporation | |
| | 100 California Street | |
| | #500 | |
| | San Francisco, CA 94111 | | |
| | 862344PAS | | |
980925000201
3
STATE OF NEW YORK
DEPARTMENT OF STATE
I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original.
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![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63logo.jpg) | | WITNESS my hand and official seal of the Department of State, at the City of Albany, on October 6, 2011. |
| ![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg61b.jpg)
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| Daniel E. Shapiro |
| First Deputy Secretary of State |
Rev. 06/07
F 000412000738
CSC 45
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
URS GREINER WOODWARD-CLYDE, INC.
* * *
Under Section 805 of the Business Corporation Law
We, the undersigned, being respectively the Vice President and Assistant Secretary of URS Greiner Woodward-Clyde, Inc. do hereby certify:
1. The name of the Corporation is:
URS GREINER WOODWARD-CLYDE, INC.
2. The Certificate of Incorporation was filed by the Department of State on the 29th day of August, 1934 under the original name of EDWIN S. VOORHIS & SON, INC.
3. The Certificate of Incorporation is hereby amended to change the Corporation’s name.
Paragraph One of the Certificate of Incorporation is amended to read as follows:
“1. The name of the corporation is URS CORPORATION – NEW YORK.”
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4. This amendment to the Certificate of Incorporation was authorized by unanimous written consent of the Board of Directors followed by a vote of the holders of a majority of all outstanding shares entitled to vote thereon at a meeting held by the shareholders of the Corporation.
IT WITNESS WHEREOF, we have signed this Certificate of Amendment this 7th day of April, 2000, and hereby affirm the truth of the statements contained herein under the penalties of perjury.
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![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg63a.jpg) |
Joseph Masters, Vice President |
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![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg63b.jpg) |
Carol Brummerstedt, Assistant Secretary |
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F 000412000738
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![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg64a.jpg) | | ![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg64b.jpg) | | |
| | CSC 45 |
| | |
| | |
CERTIFICATE OF AMENDMENT
OF
URS GREINER WOODWARD-CLYDE, INC.
Under Section 805 of the Business Corporation Law
![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg64c.jpg)
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FILED BY: | | | | |
| | URS CORPORATION | | |
| | 100 California Street | | |
| | #500 | | 000412000765 |
| | San Francisco, CA 94111 | | |
Cust. Ref# | | 656860MPJ | | |
3
STATE OF NEW YORK
DEPARTMENT OF STATE
I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original.
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![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63logo.jpg) | | WITNESS my hand and official seal of the Department of State, at the City of Albany, on October 6, 2011. |
| ![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg65b.jpg)
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| Daniel E. Shapiro |
| First Deputy Secretary of State |
Rev. 06/07
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CT-07 | | F 010116000056 |
| CT-07 |
CERTIFICATE OF CHANGE
OF
URS Corporation – New York
UNDER SECTION 805-A OF THE BUSINESS CORPORATION LAW
1. The name of the corporation is URS Corporation – New York. It was incorporated under the name Edwin S. Voorhis & Son, Inc.
2. The Certificate of Incorporation of said corporation was filed by the Department of State on the August 29, 1934.
3. The following was authorized by the Board of Directors;
To change the post office address to which the Secretary of State shall mail a copy of process in any action or proceeding against the corporation which may be served on him from The Prentice-Hall Corporation System, Inc., 80 State Street, Albany, NY 12207 to c/o C T Corporation System, 111 Eighth Avenue, New York, N.Y. 10011.
To change the registered agent in New York upon whom all process against the corporation may be served from The Prentice-Hall Corporation System, Inc. located at 80 State Street, Albany, NY 12207 to C T CORPORATION SYSTEM, at 111 Eighth Avenue, New York, N.Y. 10011.
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![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg66.jpg) |
Craig Hundley, Secretary |
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F 010116000056
Certificate of Change
Of
URS CORPORATION – NEW YORK
Under Section 805-A of the Business Corporation Law
![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg67.jpg)
Kristin Jones
URS Corporation
100 California Street
Suite 500
San Francisco, CA 94111-4529
01011600005
2
STATE OF NEW YORK
DEPARTMENT OF STATE
I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original.
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![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63logo.jpg) | | WITNESS my hand and official seal of the Department of State, at the City of Albany, on October 6, 2011. |
| ![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg68b.jpg)
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| Daniel E. Shapiro |
| First Deputy Secretary of State |
Rev. 06/07
F 041102000373
CT-07
CERTIFICATE OF MERGER
OF
URS CORPORATION GROUP CONSULTANTS
INTO
URS CORPORATION – NEW YORK
Under Section 904 of the Business Corporation Law
1. (a) The name of each constituent corporation is as follows:
URS Corporation – New York
URS Corporation Group Consultants
(b) The name of the surviving corporation is URS Corporation – New York.
2. As to each constituent corporation, the designation and number of outstanding shares of each class and series and the voting rights thereof as follows:
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Name of Corporation | | Designation and number of shares on each class or series outstanding | | Class or series of shares entitled to vote | | Shares entitled to vote as a series or class |
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URS Corporation – New York | | 100 common shares | | common | | common |
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URS Corporation Group Consultants | | 1,000 common shares | | common | | common |
3. The certificate of incorporation of URS Corporation – New York, the surviving corporation, shall not be amended by this merger and shall be the certificate of incorporation of the surviving corporation.
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4. The date when the certificate of incorporation of each constituent corporation was filed by the Department of State is as follows:
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Name of Corporation | | Date of Incorporation |
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URS Corporation – New York | | August 29, 1934 |
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Formed under the original name of (Edwin S. Voorhis & Son, Inc.) | | |
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URS Corporation Group Consultants | | February 25, 1929 |
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Formed under the original name of (The William T. Field Engineers, Incorporated) | | |
5. The merger was adopted by each constituent corporation in the following manner:
(a) As to URS Corporation – New York, by the written consent of the sole shareholder given in accordance with Section 615 of the Business Corporation Law.
(b) As to URS Corporation Group Consultants, by the written consent of the sole shareholder given in accordance with Section 615 of the Business Corporation Law.
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| | URS Corporation – New York |
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By: | | ![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg70a.jpg)
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| | Joseph Masters |
| | Vice President |
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URS Corporation Group Consultants |
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By: | | ![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg70b.jpg)
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| | David Nelson |
| | Vice President & Treasurer |
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F 041102000373
CT-07
CERTIFICATE OF MERGER
OF
URS CORPORATION GROUP CONSULTANTS
INTO
URS CORPORATION – NEW YORK
UNDER SECTION 904 OF THE
BUSINESS CORPORATION LAW
![LOGO](https://capedge.com/proxy/S-4A/0001193125-13-270589/g545798ex3_63pg71.jpg)
URS Corporation
Legal Department
600 Montgomery Street, 25th Floor
San Francisco, CA 94111
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