EXHIBIT 3.7
ARTICLES OF INCORPORATION
OF
FD ENVIRONMENTAL SERVICES, INC.
I
The name of this corporation is FD ENVIRONMENTAL SERVICES, INC.
II
The purpose of this corporation is to engage in any lawful act or activity for
which a corporation may be organized under the General Corporation Law of
California other than the banking business, the trust company business or the
practice of a profession permitted to be incorporated by the California
Corporations Code.
III
The name and address in the State of California of this corporation's initial
agent for service of process is: N.A. Peterson, 3333 Michelson Drive, Irvine,
California 92730.
IV
This corporation is authorized to issue only one class of share of stock,
without par value, and the total number of shares which this corporation is
authorized to issue is 1,000.
V
The liability of the directors of the corporation for monetary damages shall be
eliminated to the fullest extent permissible under California law.
VI
The corporation is authorized to indemnify the directors and officers of the
corporation to the fullest extent permissible under California law.
Dated: May 4, 1990
/s/ S. Schall Watts
-----------------------------------
S. Schall Watts
Sole Incorporator
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
FD ENVIRONMENTAL SERVICES, INC.
G.C. HEDEMANN and T.J. YOUNG certify that:
1. They are the Vice President and Assistant Secretary, respectively, of
FD Environmental Services, Inc.
2. Article I of the Articles of Incorporation of this corporation is
-
amended to read as follows:
"The name of the corporation (hereinafter the "corporation") is FLUOR
DANIEL ENVIRONMENTAL SERVICES, INC."
3. The foregoing amendment of Articles of Incorporation has been duly
approved by the board of directors.
4. The foregoing amendment of articles of incorporation was adopted by
resolution of the sole shareholder of this corporation on July 12,
1990, which resolution is identical in form to the resolution as set
forth above in paragraph 2. The number of shares voting in favor of
the amendment equaled or exceeded the vote required. The percentage
vote required was more than 50%.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
Date: July 12, 1990
/s/ G. C. Hedemann
-----------------------------------------
G. C. Hedemann
/s/ T. J. Young
-----------------------------------------
T. J. Young, Assistant Secretary
AGREEMENT OF MERGER
OF
GTI ACQUISITION CORPORATION
AND
FLUOR DANIEL ENVIRONMENTAL SERVICES, INC.
This Agreement of Merger is entered into as of this 10th day of May, 1996,
among GTI Acquisition Corporation, a California corporation (the "Merger
Corporation"), Fluor Daniel Environmental Services, Inc., a California
corporation (the "Surviving Corporation") and Fluor Daniel GTI, Inc., a Delaware
corporation (formerly Groundwater Technology, Inc., and herein the "Parent").
1A. Merging Corporation is a California corporation that was organized on
December 8, 1995 and has 1,000 shares of Common Stock outstanding, all of which
are owned by Parent.
1B. Surviving Corporation is a California corporation that was organized
on May 9, 1990 and has 1,000 shares of capital stock outstanding.
1C. Parent is a Delaware corporation that was initially organized on
October 28, 1975 under the name "Oil Recovery Systems, Inc.," which owns 100% of
the outstanding shares of Merging Corporation.
2. Merging Corporation shall be merged with and into Surviving Corporation
(the "Merger").
3. Upon the Merger, each outstanding share of Merging Corporation shall be
converted into one share of common stock of Surviving Corporation.
4. Upon the Merger, each outstanding share of Surviving Corporation shall
be converted into 4,400 shares of Parent Common Stock.
5. The Articles of Incorporation of Surviving Corporation are not amended
by the Merger.
6. The conversion of shares as provided by this Agreement shall occur
automatically upon the effective time of the Merger without action by the
holders thereof. Upon or after the Merger, holder of shares of Surviving
Corporation shall surrender its shares to Parent and shall be entitled to
receive in exchange therefor a certificate representing the number of shares of
Parent Common Stock into which its shares of Surviving Corporation shall have
been converted as aforesaid. Upon or after the Merger the holder of shares of
the Merging Corporation shall surrender its shares to Surviving Corporation and
shall be entitled to receive in exchange therefor a certificate representing the
number of shares of common stock f Surviving Corporation into which its shares
of the Merging Corporation shall have been converted as aforesaid.
7. The directors and officers of Surviving Corporation on the effective
date of the Merger shall continue to be the directors and officers of the
Surviving Corporation.
8. Upon the Merger, the separate existence of Merging Corporation shall
cease and all the property, rights, privileges and other assets of every kind
and description of Merging Corporation shall be transferred to, vested in and
devolve upon Surviving Corporation without further act or deed and all
property, rights and every other interest of Surviving Corporation and Merging
Corporation shall be as effectively the property of the Surviving Corporation as
they were of the Surviving Corporation and the Merging Corporation,
respectively, prior to the Merger. All rights of creditors and all liens upon
the property of either of Merging Corporation or Surviving Corporation shall be
preserved, unimpaired, and all debts, liabilities and duties of the Merging
Corporation shall henceforth acquire Surviving Corporation and may be enforced
against it to the same extent as if the debts, liabilities and duties had been
incurred or commenced by it.
9. This Agreement may be terminated and the Merger abandoned at any time
prior to the effective date of the Merger and whether before or after approval
of this Agreement by the board of directors or shareholders of either
corporation.
10. The effective date of the Merger is May 10, 1996 at 4:30 p.m. EST.
IN WITNESS WHEREOF the parties have executed this Agreement as of the date
first written above.
FLUOR DANIEL ENVIRONMENTAL SERVICES, INC.
By: /s/ David L. Myers
---------------------------------------
Name: David L. Myers
Title: President
By: /s/ Raymond M. Bukaty
---------------------------------------
Name: Raymond M. Bukaty
Title: Assistant Secretary
GTI ACQUISITION CORPORATION
By: /s/ Catherine L. Farrell
---------------------------------------
Name: Catherine L. Farrell
Title: Vice President
By: /s/ Brian D. Goldstein
---------------------------------------
Name: Brian D. Goldstein
Title: Secretary
FLUOR DANIEL GTI, INC.
(formerly Groundwater Technology, Inc)
By: /s/ Catherine L. Farrell
---------------------------------------
Name: Catherine L. Farrell
Title: Vice President
By: /s/ Brian D. Goldstein
---------------------------------------
Name: Brian D. Goldstein
Title: Assistant Secretary