EXHIBIT 3.33
CERTIFICATE OF INCORPORATION
OF
GROUNDWATER TECHNOLOGY INTERNATIONAL, INC.
* * * * * *
FIRST. The name of the corporation is Groundwater Technology
International, Inc.
SECOND. The address of its registered office in the State of Delaware is
1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware
19801. The name of its registered agent at such address is The Corporation Trust
Company.
THIRD. The nature of the business or purposes to be conducted or
promoted is to engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of Delaware.
FOURTH. The total number of shares of stock which the corporation shall
have authority to issue is 1,000 shares of Common stock with a par value of One
Cent ($.0l) per share.
FIFTH. The name and mailing address of the sole incorporator is as
follows:
Name Mailing Address
---- ---------------
Robin A. Painter Testa, Hurwitz & Thibeault
53 State Street
Boston, MA 02109
SIXTH. The corporation is to have perpetual existence.
SEVENTH. In furtherance and not in limitation of the powers conferred by
the laws of the State of Delaware:
A. The board of directors of the corporation is expressly authorized
to adopt, amend or repeal the by-laws of the corporation.
B. Elections of directors need not be by written ballot unless the
by-laws of the corporation shall so provide.
C. The books of the corporation may be kept at such place within or
without the State of Delaware as the by-laws of the corporation may provide
or as may be designated from time to time by the board of directors of the
corporation.
EIGHTH. Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of this
corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for this corporation under the provisions of
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this corporation under
the provisions of Section 279 of Title 8 of the Delaware Code, order a meeting
of the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing three--
fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
corporation as consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this corporation, as the case may be, and also on this
corporation.
NINTH. The corporation eliminates the personal liability of each member of
its board of directors to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that the foregoing
shall not eliminate the liability of a director (i) for any breach of such
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of Title 8 of the Delaware
Code or (iv) for any transaction from which such director derived an improper
personal benefit.
TENTH. The corporation reserves the right to amend or repeal any provision
contained in this certificate of Incorporation, in the manner now or hereafter
prescribed by statute, and all rights conferred upon a stockholder herein are
granted subject to this reservation.
I, THE UNDERSIGNED, being the sole incorporator hereinabove named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 6th day of January, 1987.
/s/ Robin A. Painter
--------------------------------
Robin A. Painter
Sole Incorporator
CERTIFICATE OF AMENDMENT
OF
GROUNDWATER TECHNOLOGY INTERNATIONAL, INC.
Groundwater Technology International, Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of the State or
Delaware, does hereby certify:
FIRST: That the Board of Directors of said Corporation, by unanimous
written consent of the Board of Directors, duly adopted the following resolution
declaring advisable the following amendment to the Certificate of Incorporation
of the Corporation, as amended:
RESOLVED: That it is advisable and in the best interest of the Corporation
that the Corporation's Certificate of Incorporation, as mended, be amended by
restating Article FIRST in its entirely as follows: "The name of the corporation
is Fluor Daniel GTI International, Inc."
SECOND: That the amendment was duly adopted pursuant to Section 228 of
the General Corporation Law of the State at Delaware by written consent of the
sole stockholder of the Corporation.
THIRD: That the amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, Groundwater Technology International, Inc. has caused
this Certificate to be signed by its Vice President and its Assistant Secretary
this 10th day of June 1996.
GROUNDWATER TECHNOLOGY
INTERNATIONAL INC.
By: /s/ Richard W. Lewis
------------------------------------------------
Richard W. Lewis, Vice President
Attest:
/s/ Brian D. Goldsteini
- --------------------------
Brian D. Goldstein,
Assistant Secretary
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
OF
FLUOR DANIEL GTI INTERNATIONAL, INC.
Fluor Daniel GTI 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 the Board of Directors of said corporation by the unanimous
written consent of its members, filed with the minutes of the Board, adopted and
approved the following to amend the Certificate of Incorporation of said
corporation:
RESOLVED, that the Certificate of Incorporation of Fluor Daniel GTI
international, Inc. be amended by changing the first Article thereof so that, as
amended, said Article shall be and read as follows:
1. The name of the corporation is: IT International Investments, Inc.
SECOND: That in lieu of a meeting and vote of stockholders, the
stockholders have 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.
IN WITNESS WHEREOF, Fluor Daniel GTI International, Inc. has caused this
certificate to be signed by James M. Redwine its sole Director this 9th day of
March, 1999.
Fluor Daniel GTI International, Inc.
By: /s/ James M. Redwine
------------------------------------
James M. Redwine
Sole Director