EXHIBIT 3.59
ARTICLES OF INCORPORATION
OF
H. A. WHITMAN, INC.
___________________
We, the undersigned natural persons of the age of twenty-one years of age,
do hereby associate ourselves into a business corporation under the laws of the
State of North Carolina, as contained in Chapter 55 of the General Statutes of
North Carolina, entitled "Business Corporation Act", and the several amendments
thereto, and to that end do hereby set forth:
1. The name of the corporation is H. A. Whitman, Inc.
2. The period of duration of the corporation shall be perpetual.
3. The purpose or purposes for which the corporation is organized are:
To carry on and conduct a general engineering, constructing, excavating and
contracting business; to design, construct, enlarge, repair, demolish and engage
generally in any work upon buildings, roads, highways, streets, railroads,
bridges, waterworks and sewers, of concrete, iron, steel, wood, masonry, earth
and other construction; or to otherwise acquire and make available for
commercial purposes, sand, gravel and similar building materials; to buy and
sell or otherwise acquire or dispose of, either on its own account or as agent
for others, sand, gravel and similar products, either at wholesale or retail; to
manufacture, purchase, or otherwise acquire, to use, deal in, sell or otherwise
dispose of, bricks, tiles, earthenware, terra cotta, and ceramic ware of all
kinds, and all materials and articles for the manufacture thereof, also lumber,
iron, steel and building materials of all kinds and descriptions.
To borrow and lend money and negotiate loans; to draw, accept, endorse, buy
and sell promissory notes, bonds, stocks, debentures, coupons and other
securities; to issue on
commission, subscribe for, take, acquire, hold, sell, exchange and deal in
shares, stocks, bonds, obligations, and securities of any government, authority,
or company, to form, promote, subsidize and assist companies, syndicates or
partnerships of all kinds, and to finance and refinance the same.
In furtherance and not in limitation of the privileges of this corporation
it shall be lawful to purchase or acquire in any lawful manner, and to hold,
own, mortgage, pledge, sell, lease, transfer, or in any manner dispose of, and
deal and trade in, real estate, goods, wares, merchandise and property of any
and every class and description, and in any part of the world.
To do any or all of the things herein set forth to the same extent as a
natural person or persons might or could do and in any part of the world, as
principals, agents, contractors, trustees or otherwise, and either alone or in
company with others.
In general to carry on any other incidental business in connection
therewith not forbidden by the laws of the State of North Carolina, and with the
powers conferred upon corporations of this character by the laws of the State of
North Carolina.
4. The aggregate number of shares which the corporation shall have
authority to issue is 10,000 shares, divided into one class. The designation of
each class, number of shares of each class, series, if any, within each class,
and the par value, if any, of the shares of each class, or a statement that the
shares of any class are without par value, is as follows:
Class Series Number of Shares Par Value per Share
Common --- 10,000 $10.00
The preferences, limitations and relative rights in respect to the shares
of each class are as follows: None.
5. The minimum amount of consideration for its shares to be received by
the corporation before it shall commence business is $300.00.
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6. The address of the initial registered office of the corporation is 315
Jonestown Road, Winston-Salem, Forsyth County, North Carolina, and the name of
the initial registered agent at such address is H. A. Whitman.
7. The number of directors of the corporation may be fixed by the by-laws,
but shall not be less than three.
The number of directors of the corporation constituting the initial board
of directors shall be three, and the names and addresses of the persons who are
to serve as directors until the first meeting of shareholders or until their
successors are elected and qualified are:
NAMES ADDRESSES
----- ----------
H. A. Whitman 315 Jonestown Road, Winston-Salem, Forsyth County,
North Carolina
Betty B. Whitman 315 Jonestown Road, Winston-Salem, Forsyth County,
North Carolina
G. Ray Motsinger 3600 Kirklees Drive, Winston-Salem,
Forsyth County, North Carolina
8. The names and addresses of all of the incorporators are:
NAMES ADDRESSES
----- ---------
H. A. Whitman 315 Jonestown Road, Winston-Salem, Forsyth County,
North Carolina
Betty B. Whitman 315 Jonestown Road, Winston-Salem, Forsyth County,
North Carolina
G. Ray Motsinger 3600 Kirklees Drive, Winston-Salem,
Forsyth County, North Carolina
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IN TESTIMONY WHEREOF, we have hereunto set our hands, this the 5th day of
February, 1964.
/s/ H. A. Whitman
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/s/ Betty B. Whitman
---------------------
/s/ G. Ray Motsinger
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STATE OF NORTH CAROLINA
COUNTY OF FORSYTH
THIS IS TO CERTIFY that on the 5th day of February, 1964, before me, a
Notary Public, personally appeared H. A. Whitman, Betty B Whitman and G. Ray
Motsinger, who I am satisfied are the persons named in and who executed the
foregoing Articles of Incorporation, and I having first made known to them the
contents thereof, they did each acknowledge that they signed and delivered the
same as their voluntary act and deed for the uses and purposes therein
expressed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official
seal, this 5th day of February, 1964.
/s/ Stephanie Badoud
-----------------------------
NOTARY PUBLIC
My Commission expires:
September 18, 1964
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9
EXHIBIT A
STATE OF NORTH CAROLINA
Department of the Secretary of State
APPLICATION FOR REINSTATEMENT FOLLOWING
ADMINISTRATIVE DISSOLUTION
Pursuant to (S)55-14-22 of the North Carolina General Statues, the undersigned
corporation hereby submits this Application for Reinstatement Following
Administrative Dissolution:
1. The name of the applicant corporation is:
H. A. Whitman, Inc.
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2. The effective date of the administrative dissolution of the applicant
corporation was:
9/24/93
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3. The ground or grounds for administrative dissolution of the applicant
corporation as stated in its Certificate of Dissolution was or were:
Failure to file annual report
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______________________________________________________________________
4. Complete either (a) or (b) as appropriate:
(a) The grounds stated above for the administrative dissolution of the
applicant corporation did not exist. (Insert brief explanation.)
_________________________________________________________________
_________________________________________________________________
(b) The grounds stated above for the administrative dissolution of the
applicant corporation have been eliminated. (Insert brief
explanation.)
Past due reports have been filed
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__________________________________________________________________
5. Enclosed is a fee of $25.00 as required by (S)55-1-22 of the North Carolina
General Statutes.
This the 22nd day of Sept. 1995.
H.A. Whitman, Inc.
------------------------------
(Name of Applicant Corporation)
/s/ Larry Jowes
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Signature
Larry Jowes, V. Pres.
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Type or Print Name and Title
NOTES
1. The filing fee for this Application for Reinstatement is $25.00, payable by
check made to the order of the Secretary of State.
2. This application and one exact or conformed copy must be filed with the
Secretary of State.
State of North Carolina
Department of the Secretary of State
ARTICLES OF AMENDMENT
BUSINESS CORPORATION
Pursuant to (S)55-10-06 of the General Statutes of North Carolina, the
undersigned corporation hereby submits the following Articles of Amendment for
the purpose of amending its Articles of Incorporation:
1. The name of the corporation is: H.A. Whitman, Inc.
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2. The text of each amendment adopted is as follows (State below or attach):
Paragraph 1 of the Articles of Incorporation is changed to read:
"The name of the corporation is IT Corporation of North Carolina, Inc."
3. If an amendment provides for an exchange, reclassification, or cancellation
of issued shares, provisions for implementing the amendment, if not contained
in the amendment itself, are as follows:
NONE
4. The date of adoption of each amendment was as follows: November 30, 1995
5. (Check either a, b, c, or d, whichever is applicable)
(a)_______ The amendment(s) was (were) duly adopted by the incorporators
prior to the issuance of shares.
(b)_______ The amendment(s) was (were) duly adopted by the board of
directors prior to the issuance of shares.
(c)_______ The amendment(s) was (were) duly adopted by the board of directors
without shareholder action as shareholder action was not required
because (set forth a brief explanation of why shareholder action was
not required)__________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
(d) X The amendment(s) was (were) approved by shareholder action, and
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such shareholder approval was obtained as required by Chapter 55 of the
North Carolina General Statutes.
6. These articles will be effective upon filing, unless a delayed time and date
is specified:
_____________________________________________________________________________
This the 1st day of December, 1995.
H.A. Whitman, Inc.
-------------------------
Name of Corporation
/s/ Mark Anderson Finkelstein
-----------------------------
Signature
Mark Anderson Finkelstein, Asst. Secy.
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Type or Print Name and Title
STATE OF NORTH CAROLINA
Department of the Secretary of State
APPLICATION FOR REINSTATEMENT FOLLOWING
ADMINISTRATIVE DISSOLUTION
Pursuant to (S)55-14-22 of the North Carolina General Statues, the undersigned
corporation hereby submits this Application for Reinstatement Following
Administrative Dissolution:
1. The name of the applicant corporation is:
IT Corporation of North Carolina, Inc.
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2. The effective date of the administrative dissolution of the applicant
corporation was:
July 14, 1997
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3. The ground or grounds for administrative dissolution of the applicant
corporation as stated in its Certificate of Dissolution was or were:
Failure to file annual reports
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_____________________________________________________________________
4. Complete either (a) or (b) as appropriate:
(a) The grounds stated above for the administrative dissolution of the
applicant corporation did not exist. (Insert brief explanation.)
_____________________________________________________________________
_____________________________________________________________________
(b) The grounds stated above for the administrative dissolution of the
applicant corporation have been eliminated. (Insert brief
explanation.)
Please see attached annual reports for 1996 and 1997
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______________________________________________________________________
5. Enclosed is a fee of $100.00 as required by (S)55-1-22 of the North
Carolina General Statutes.
This the 20 day of July, 1998.
IT Corporation of North Carolina, Inc.
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(Name of Applicant Corporation)
/s/ James M. Redwine
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(Signature)
James M. Redwine, Assistant Secretary
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(Type or Print Name and Title)
Notes:
1. The filing fee for this Application is $100.
2. This application and one exact or conformed copy must be filed with the
Secretary of State.
Corporations Division P.O. Box 29525 Raleigh, NC 27626-0525