EXHIBIT 3.65
AMENDMENT TO
ARTICLES OF INCORPORATION OF
IT-MCGILL POLLUTION CONTROL SYSTEMS, INC.
TO THE SECRETARY OF STATE OF THE STATE OF OKLAHOMA:
THE UNDERSIGNED corporation, organized and existing under the laws of
the State of Oklahoma as IT-McGill Pollution Control Systems, Inc. (formerly
known as "McGill Environmental Systems, Inc.") pursuant to the provisions of the
Business Corporation Act of the State of Oklahoma, does hereby execute and
submit the following Amendment to its Articles of Incorporation:
1. As amended, the name of the corporation is changed to "IT-Tulsa
Holdings, Inc."
2. The balance of the "Articles of Incorporation" remain unchanged and in
full force and effect.
3. This amendment to the Articles of Incorporation was proposed and
authorized by the unanimous action of the Board of Directors of this corporation
with the written consent of the sole shareholder of the corporation.
IN WITNESS WHEREOF, the undersigned corporation has caused these Amended
and Restated Articles of Incorporation to be executed in its name by its
President and Secretary this 29th day of June, 1992.
IT-TULSA HOLDINGS, INC.
(formerly IT-McGill Pollution Control Systems,
Inc.)
/s/ E. Brian Smith
----------------------------------------------
E. Brian Smith, President
/s/ Brad S. Figley
----------------------------------------------
Brad S. Figley, Secretary
STATE OF CALIFORNIA )
) ss.
COUNTY OF LOS ANGELES )
_________________________
Before me, the undersigned, a Notary Public, in and for said County and State,
on this 29th day of June, 1992, personally appeared E. Brian Smith and Brad S.
Figley, to me known to be the identical persons who subscribed the name of IT-
Tulsa Holdings, Inc. to the foregoing instrument as its President and Secretary,
respectively, and acknowledged to me that they executed the same as their free
and voluntary act and deed and as of the free and voluntary act and deed of such
corporation, for the uses and purposes therein set forth.
/s/ Ingrid M. Nissen
- -------------------------------
Notary Public
AMENDMENT TO
ARTICLES OF INCORPORATION OF
MCGILL ENVIRONMENTAL SYSTEMS, INC.
TO THE SECRETARY OF STATE OF THE STATE OF OKLAHOMA:
THE UNDERSIGNED corporation, organized and existing under the laws of the
State of Oklahoma as McGill Environmental Systems, Inc. (formerly known as
McGill Americas, Inc.; the name of this corporation was originally McGill
Fabrication, Inc., which name was changed to McGill Environmental Systems, Inc.
pursuant to that certain Certificate of Merger of McGill Systems Management
Incorporated, McGill International, Inc., McGill Incorporated and McGill
Americas, Inc. effective April 1, 1987 and filed August 31, 1987 with the
Secretary of State of Oklahoma (the "Certificate")) pursuant to the provisions
of the Business Corporation Act of the State of Oklahoma, does hereby execute
and submit the following Amendment to its Articles of Incorporation:
1. As amended, the name of the corporation is changed to IT-McGill
Pollution Control Systems, Inc.
2. The balance of the "Articles of Incorporation" (i.e., the Amended and
Restated Articles of Incorporation of McGill Americas, Inc., dated May 31, 1984
and filed June 29, 1984 by the Oklahoma Secretary of State, as amended by the
Certificate) remain unchanged and in full force and effect.
3. This Amendment to the Articles of Incorporation was proposed and
authorized by the unanimous action of the Board of Directors of this corporation
with the written consent of the sole shareholder of the corporation.
IN WITNESS WHEREOF, the undersigned corporation has caused these
Amendments to the Articles of Incorporation to be executed in its name by its
Board of Directors and attested to by its Secretary this 16th day of October,
1990.
MCGILL ENVIRONMENTAL SYSTEMS, INC.
(formerly McGill Americas, Inc.)
/s/ E. Brad Smith
----------------------------------
E. Brad Smith
President
/s/ Brad S. Pigley
----------------------------------
Brad S. Pigley
Secretary
===========================================================================
CERTIFICATE OF MERGER
OF
McGILL SYSTEMS MANAGEMENT, INC.
McGILL INTERNATIONAL, INC.
McGILL INCORPORATED, and
McGILL AMERICAS, INC.
To Be Renamed
McGILL ENVIRONMENTAL SYSTEMS, INC.
============================================================================
TO: THE SECRETARY OF STATE OF THE STATE OF OKLAHOMA
101 State Capitol Building
Oklahoma City, Oklahoma 73105
A. The corporations hereinafter named hereby filed this Certificate of
Merger pursuant to Section 1081 of the Oklahoma General Corporation Act.
B. In lieu of filing the Plan and Agreement of Merger, the surviving
corporation hereby states and certifies the following, to-wit:
1. The name and state of incorporation of each of the constituent
corporations are:
McGill Systems Management, Inc., an Oklahoma corporation
McGill International, Inc., an Oklahoma corporation
McGill Incorporated, an Oklahoma corporation
McGill Americas, Inc., an Oklahoma corporation
2. An Agreement and Plan of Merger has been approved, adopted,
certified, executed and acknowledged by each of the constituent corporations in
accordance with the provisions of Section 1081 of Title 18 of the Oklahoma
Statutes, known generally as the Oklahoma General Corporation Act.
3. The Name of the Surviving Corporation is: McGILL AMERICAS, INC.
4. The Certificate of Incorporation of the surviving corporation,
McGill Americas, Inc., is amended by the terms of the Agreement of Merger
as follows:
(a) If there are no amendments, the certificate of incorporation
of the surviving or resulting corporation shall be the certificate of
incorporation of: NOT APPLICABLE
(b) As Amended: The name of the corporation is:
McGILL ENVIRONMENTAL SYSTEMS, INC.
(c) As Amended: The address of the registered office in the
State of Oklahoma and the name of the registered agent at such address is: NO
CHANGE.
(d) As Amended: Its period of duration is: NO CHANGE.
(e) As Amended: Its purpose or purposes are: NO CHANGE.
(f) As Amended: The aggregate number of shares which the
corporation shall have authority to issue, the designation of each class,
the number of shares of each class, and the par value of the shares of each
class are as follows:
PAR VALUE PER SHARE
NUMBER OF SHARES CLASS Or, if no par value, so state
---------------- ----- -----------------------------
Common: 40,000 Common 1.00
Preferred: -0-
Total No. Shares: 40,000 TOTAL AUTHORIZED CAPITAL $40,000.00
5. That the executed Plan and Agreement of Merger is on file at the
principal place of business of the surviving corporation, which is P.O. Box
9667, 5800 West 68th Street, Tulsa, Oklahoma 74157.
6. A copy of the Plan and Agreement of Merger will be furnished, upon
request and without cost, to any shareholder of any constituent corporation as
defined under the Oklahoma General Corporation Act.
IN WITNESS WHEREOF, the surviving or resulting corporation has caused this
certificate to be executed by its President, attested by its Secretary,
effective the 1st day of April, 1987.
McGILL ENVIRONMENTAL SYSTEMS, INC.,
formerly McGill Americas, Inc., an
Oklahoma corporation
/s/ James C. McGill
-------------------------------------
James C. McGill, President
ATTEST:
/s/ Eugene C. McGill
- --------------------------------
Eugene C. McGill, Secretary
===========================================================================
AMENDED AND RESTATED
ARTICLES OF INCORPORATION OF
McGILL AMERICAS, INC.
============================================================================
TO THE SECRETARY OF STATE OF THE STATE OF OKLAHOMA:
THE UNDERSIGNED corporation, organized and existing under the laws of the
State of Oklahoma as McGill Fabrication, Inc., pursuant to the provisions of the
Business Corporation Act of the State of Oklahoma, does hereby execute and
submit the following Amended and Restated Articles of Incorporation:
1. As amended, the name of the corporation is changed to McGill Americas,
Inc. by consent.
2. As amended, the registered office of the corporation is changed to 5800
West 68th Street, Tulsa, Oklahoma 74157. As amended, the name and address of
its registered agent is James C. McGill, 5800 West 68th Street, P.O. Box 9667,
Tulsa, Oklahoma 74157.
3. As amended, the duration of the corporation is perpetual.
4. As amended, the purposes for which the corporation was formed are
unchanged, the same being as follows:
To engage in the manufacture and assembly of metal fabrication and to
manufacture, buy, sell, deal in and to engage in, conduct and carry on the
business of manufacturing, buying, selling and dealing in goods, wares and
merchandise of every other class and description.
To carry on and conduct a general agency business; to act, and to
appoint others to act, as general agent, special agent, broker, factor,
manufacturer's agent, purchasing agent, sales agent, distributing agent,
representative and commission merchant, for individuals, firms, associations and
corporations in the distribution, delivery, purchase and sale of goods, wares,
merchandise, property, commodities and articles of commerce of every kind and
description, and in selling, promoting the sale of, advertising and introducing,
and contracting for the sale, introduction, advertisement and use of services of
all kinds, relating to any and all kinds of businesses, for any and all
purposes.
To do all and every thing necessary, suitable and proper for the
accomplishment of any of the purposes, or the attainment of any of the objects,
or the furtherance of any of the powers hereinbefore set forth, either alone or
in association with other corporations, firms or individuals, and to do every
other act, thing, incidental or appurtenant to or growing out of or connected
with the aforesaid business or powers, or any part or parts thereof; provided,
the same be not inconsistent with the laws under which this corporation is
organized.
To borrow money, and to make and issue notes, bonds, debentures,
obligations and evidences of indebtedness of all kinds, whether secured by
mortgage, pledgor otherwise, without limit as to amount, and to secure the same
by mortgage, pledge or otherwise, and generally to make and perform agreements
and contracts of every kind and description.
To the same extent as natural persons might or could do, to purchase
or otherwise acquire, and to hold, own, maintain, work, develop, sell, lease,
exchange, hire, convey, mortgage or otherwise dispose of and deal in, lands and
leaseholds, and any interest,
estate and rights in real property and any personal or mixed property, and any
franchises, rights, licenses or privileges necessary, convenient or appropriate
for any of the purposes herein expressed.
To improve, manage, develop, sell, assign, transfer, lease, mortgage,
pledge or otherwise dispose of, or turn to account or deal with, all or any part
of the property of the company, and from time to time to vary any investment or
employment of capital of the company.
To acquire by purchase, subscription or otherwise, and to hold for
investment or otherwise, to use, sell, assign, transfer, mortgage, pledge or
otherwise deal with or dispose of stocks, bonds, or any other obligations or
securities of any corporation such manner as may be permitted by law; to aid in
any manner any corporation whose stock, bonds or other obligations are held or
in any manner guaranteed by the company, or in which the company is in any way
interested, to do any other acts or things for the preservation, protection,
improvement or enhancement of the value of any such stock, bonds or other
obligations, or to do any acts or things designed for any such purpose, and
while the owner of any such stocks, bonds or other obligations to exercise all
the rights and all voting powers thereon; to guarantee payment of dividends upon
any stock, or the principal or interest, or both, of any bonds or other
obligations, and the performance of any contracts.
To acquire, hold, use, sell, assign, lease, grant licenses in respect
of, mortgage, or otherwise dispose of patent rights, licenses and privileges,
inventions, improvements and processes, copyrights, trademarks and trade names,
relating to or useful in connection with any business of this corporation.
The business or purpose of the corporation is from time to time to do
any one or more of the acts and things hereinabove set forth, and it shall
have power to conduct and carry on its business or any part thereof, and to
have one or more offices, and to exercise all or any of its corporate
powers and rights in the State of Oklahoma and in the various other States
and territories of the United States, in the District of Columbia, and in
all or any foreign countries.
5. As amended, the aggregate number of shares which the corporation shall
have authority to allot is unchanged, the same being 40,000 divided into one
class of common stock with $1.00 per share par value. The preferences,
qualifications, limitations, restrictions and the special or relative rights in
respect to the shares of each class of stock are also unchanged, the same being
as follows:
The stockholders of common stock shall be entitled to one vote for each
share of common stock held by them in all matters put before said
stockholders for decision by the Articles of Incorporation, the By-Laws or
Statutes of the State of Oklahoma. Said common stock shall participate in
such dividends as the Directors shall declare from time to time.
The stockholders of common stock voting in an election of directors
shall have the right of cumulative voting, and each stockholder shall be
entitled to as many votes as shall equal said number of voting shares
multiplied by the number of directors to be elected as provided in Section
1.2(22) of the Business Corporation Act of the State of Oklahoma.
6. The provisions of Articles VI, VII and VIII of the Articles of
Incorporation, relating to the amount of stated capital with which the
corporation shall begin business, the
number of shares allotted before it shall begin business and the number of
directors to be elected at the first meeting of the shareholders, respectively,
remain unchanged.
7. These Amendments to the Articles of Incorporation were proposed and
authorized by the unanimous action of the Board of Directors of this corporation
with the written consent of the sole shareholder of the corporation.
IN WITNESS WHEREOF, the undersigned corporation has caused these Amended
and Restated Articles of Incorporation to be executed in its name by its Board
of Directors and attested to by its Secretary this 31st day of May, 1984.
McGILL AMERICAS, INC.
(formerly McGill Fabrication, Inc.)
/s/ James C. McGill
-----------------------------------
James C. McGill, Director
/s/ William N. Scott
-----------------------------------
William N. Scott, Director
/s/ Lawrence L. Born
-----------------------------------
Lawrence L. Born, Director
ATTEST:
/s/ Lawrence L. Born
- --------------------------------
Lawrence L. Born, Director
STATE OF OKLAHOMA )
) ss.
COUNTY OF CREEK )
Before me, the undersigned, a Notary Public, in and for said County and
State, on this 31st day of May, 1984, personally appeared James C. McGill,
William N. Scott and Lawrence L. Born, to me known to be the identical persons
who subscribed the name of McGill Americas, Inc. to the foregoing instrument as
its Board of Directors and acknowledged to me that they executed the same as
their free and voluntary act and deed and as the free and voluntary act and deed
of such corporation, for the uses and purposes therein set forth.
Given under my hand and seal the day and year last above written.
/s/ Nancy Boren
------------------------------
Notary Public
My commission expires:
1-28-88
- --------------------