Exhibit 3(c)
FILED
In the office of the Secretary of State
of the State of California
July 25, 1979
RESTATED ARTICLES OF INCORPORATION
OF
EARTHQUAKE ENGINEERING SYSTEMS INC.
BEN K. KACYRA and SANFORD TANDOWSKY certify that:
1. They are the duly elected and acting President and Secretary, respectively,
of said corporation.
2. The Articles of Incorporation of this corporation are amended and restated
to read as follows:
ARTICLE I
The name of this corporation is EARTHQUAKE ENGINEERING SYSTEMS, INC.
ARTICLE 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.
ARTICLE III
This corporation elects to be governed by all the provisions of the General
Corporation Law effective January 1, 1997 not otherwise applicable to it under
Chapter 23 thereof.
ARTICLE IV
This corporation is authorized to issue only one class of shares of stock; and
the total number of shares which this corporation is authorized to issue is
Seven Hundred Fifty Thousand (750,000).
Upon the amendment of this Article IV to read as hereinabove set forth, each
outstanding share of capital stock is divided into ten (10) shares of capital
stock.
3. The foregoing amendment and restatement of Articles of Incorporation has
been duly approved by the Board of Directors of said corporation.
4. The foregoing amendment and restatement of Articles of Incorporation has
been duly approved by the required vote of the shareholders in accordance with
(S)902 of the Corporations Code. The total number of outstanding shares of the
corporation is 10,750. The number of shares voting in favor of the amendment
equaled or exceeded the vote required. The percentage vote required was more
than 50%.
/s/ Ben K. Kacyra
------------------
Ben K. Kacyra, President
/s/ Sanford Tandowsky
---------------------
Sanford Tandowsky, Secretary
The undersigned declare under penalty of perjury that the matters set forth in
the foregoing certificate are true of their own knowledge. Executed at San
Francisco, California, on June 13, 1979.
/s/ Ben K. Kacyra
-----------------
Ben K. Kacyra
/s/ Sanford Tandowsky
----------------------
Sanford Tandowsky
A235567
FILED
In the office of the Secretary of State
of the State of California
July 13, 1981
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
EARTHQUAKE ENGINEERING SYSTEMS, INC.
BEN K. KACRYA and SANFORD TANDOWSKY certify that:
1. They are the Chairman of the Board and the Secretary, respectively, of
EARTHQUAKE ENGINEERING SYSTEMS INC., a California corporation.
2. Article I of the Articles of Incorporation of this corporation is
amended to read as follows:
"The name of this corporation is CYGNA ENERGY SERVICES."
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 has been duly
approved by the required vote of the shareholder in accordance with Section 902
of the Corporations Code. The total number of outstanding shares of the
corporation is 107,500. The number of shares voting in favor of the amendment
equaled or exceeded the vote required. The percentage vote required was more
than 50%.
/s/ Ben K. Kacyra
-----------------
Ben K. Kacyra
Chairman of the Board
/s/ Sanford Tandowsky
---------------------
Sanford Tandowsky
Secretary
The undersigned declare under penalty of perjury that the matters set forth
in the foregoing Certificate are true of their own knowledge. Executed at San
Francisco, California, on July 10, 1981.
/s/ Ben K. Kacyra
-----------------
Ben K. Kacyra
/s/ Sanford Tandowsky
---------------------
Sanford Tandowsky
CONSENT
-------
CYGNA DEVELOPMENT, a California corporation, does hereby consent to the
change in the corporate name of EARTHQUAKE ENGINEERING SYSTEMS INC., a
California corporation, to CYGNA ENERGY SERVICES.
Dated: July 10, 1981.
CYGNA DEVELOPMENT
By /s/ Ben K. Kacyra
------------------------
Ben K. Kacyra, President
A313484
FILED
In the office of the Secretary of State
of the State of California
March 20, 1986
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
CYGNA ENERGY SERVICES
RICHARD J. STUART and SANFORD TANDOWSKY certify that:
1. They are the President and the Secretary, respectively, of CYGNA
ENERGY SERVICES, a California corporation.
2. Article IV of the Articles of Incorporation of this corporation is
amended to read as follows:
"This corporation is authorized to issue only one class of shares of
stock; and the total number of shares which this corporation is authorized
to issue is Two Hundred Fifteen (215).
"Upon the amendment of this Article IV to read as hereinabove set
forth, each outstanding share of capital stock is converted into .002
shares of capital stock."
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 has been duly
approved by the required vote of the Shareholder in accordance with Section 903
of the Corporations Code. The total number of outstanding shares of the
corporation is 107,500. 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.
Dated: February 10, 1986.
/s/ Richard J. Stuart
----------------------------
Richard J. Stuart, President
/s/ Sanford Tandowsky
----------------------------
Sanford Tandowsky, Secretary
A440208
FILED
In the office of the Secretary of State
of the State of California
December 8, 1993
AGREEMENT OF MERGER
This Agreement of Merger (Agreement) is entered into between CYGNA ENERGY
SERVICES (Survivor), a California Corporation, and CYGNA PROJECT MANAGEMENT
(Disappearing), a California Corporation, the constituent corporations in this
merger.
A. The issued and outstanding stock of Disappearing consists of 10,000
common shares.
B. The issued and outstanding stock of Survivor consists of 10,000 common
shares.
C. Survivor owns 100 percent of the issued and outstanding shares of
Disappearing.
Survivor and Disappearing agree that Survivor and Disappearing shall, on
the effective date of the merger stated in this Agreement, be merged into a
single corporation, Survivor, and that the terms and conditions of the merger
are as stated in this Agreement. On the effective date of the merger, the
separate existence of Disappearing shall cease, and Survivor, as the surviving
corporation, shall succeed, without other transfer, to all the rights and
property of Disappearing, and shall be subject to all the debts and liabilities
of Disappearing, in the same manner as if Survivor itself had incurred them.
The Articles of Incorporation of Survivor in effect on the effective date
of the merger shall continue in effect until altered or amended as provided by
the Agreements or by law. The bylaws of Survivor shall not be altered by this
Agreement. The Officers and Board of Directors of Survivor shall not be altered
by this Agreement.
The shares of Survivor outstanding on the effective date shall not be
changed or converted as a result of the merger, but shall remain outstanding as
shares of Survivor. The outstanding shares of Disappearing shall be cancelled,
and no shares of Survivor shall be issued in exchange for them.
An executed counterpart of this Agreement of Merger and Officers'
certificates of each of the constituent corporations shall be filed in the
office of the California Secretary of State.
The merger shall become effective on the date of that filing.
IN WITNESS WHEREOF, Survivor and Disappearing, as duly authorized by their
respective Boards of Directors, have caused this Agreement of Merger to be
executed this 23rd day of November, 1993.
CYGNA ENERGY SERVICES
By: /s/
---------------------------
(Title) Vice President
By: /s/
---------------------------
(Title) Asst. Secretary
CYGNA PROJECT MANAGEMENT
By: /s/
---------------------------
(Title) President
By: /s/
---------------------------
(Title) Asst. Secretary
OFFICERS' CERTIFICATE OF MERGER
FOR
CYGNA PROJECT MANAGEMENT
We, the undersigned, do certify that:
1. We are, and at all times herein mentioned, were the duly elected or
appointed and qualified President and Assistant Secretary of CYGNA PROJECT
MANAGEMENT, herein called "said corporation," a corporation duly organized and
existing under the laws of the State of California;
2. On November 23, 1993, the Board of Directors of said corporation
approved the attached merger agreement in the form attached.
3. The total number of outstanding shares of each class of said
corporation entitled to vote on the merger described in the Agreement of Merger
hereto attached is:
10,000 COMMON SHARES
4. The merger agreement was entitled to be and was approved by the Board
of Directors of said corporation alone under the provisions of Section 1201 of
the California Corporations Code because shareholder of said corporation
immediately prior to the merger shall own, immediately after the merger, equity
securities other than warrant or right to subscribe or purchase equity
securities of the surviving corporation possessing more than five-sixths of the
voting power of the surviving corporation, to wit: The shareholders of said
corporation immediately before the merger will immediately after the merger own
215 outstanding voting shares of the surviving corporation.
We declare under penalty of perjury that the foregoing is true and correct
of our own knowledge. Executed at Alameda County, California, on December 6,
1993.
/s/ George D. O'Brien
---------------------
George D. O'Brien, President
/s/ Richard E. Bonitz
---------------------
Richard E. Bonitz, Asst. Secretary
OFFICERS' CERTIFICATE OF MERGER
FOR
CYGNA ENERGY SERVICES
We, the undersigned, do certify that:
1. We are, and at all times herein mentioned, were the duly elected or
appointed and qualified Chief Financial Officer and Assistant Secretary of CYGNA
ENERGY SERVICES, herein called "said corporation, " a corporation duly organized
and existing under the laws of the State of California.
2. On November 23, 1993, the Board of Directors of said corporation
approved the attached merger agreement in the form attached.
3. The total number of outstanding shares of each class of said
corporation entitled to vote on the merger described in the Agreement of Merger
hereto attached is:
215 COMMON SHARES
4. The shareholder vote was unanimous.
We declare under penalty of perjury that the foregoing is true and correct
of our own knowledge. Executed at Alameda County, California, on December 6,
1993.
/s/ John Brusher
----------------
John Brusher, Chief Financial Officer
/s/ Richard E. Bonitz
---------------------
Richard E. Bonitz, Asst. Secretary
A440209 FILED
In the office of the Secretary of State
of the State of California
December 8, 1993
AGREEMENT OF MERGER
This Agreement of Merger (Agreement) is entered into between CYGNA ENERGY
SERVICES (Survivor), a California Corporation, and CYGNA CONSULTING ENGINEERS
(Disappearing), a California Corporation, the constituent corporations in this
merger.
A. The issued and outstanding stock of Disappearing consists of 10,000
common shares.
B. The issued and outstanding stock of Survivor consists of 215 common
shares.
C. CYGNA GROUP, INC. (Parent) is a Delaware Corporation that owns 100
percent of the issued and outstanding shares of both Disappearing and Survivor.
Survivor and Disappearing agree that Survivor and Disappearing shall, on
the effective date of the merger stated in this Agreement, be merged into a
single corporation, Survivor, and that the terms and conditions of the merger
are as stated in this Agreement. On the effective date of the merger, the
separate existence of Disappearing shall cease, and Survivor, as the surviving
corporation, shall succeed, without other transfer, to all the rights and
property of Disappearing, and shall be subject to all the debts and liabilities
of Disappearing, in the same manner as if Survivor itself had incurred them.
The Articles of Incorporation of Survivor in effect on the effective date
of the merger shall continue in effect until altered or amended as provided by
this Agreement or by law. The bylaws of Survivor shall not be altered by this
Agreement. The Officers and Board of Directors of Survivor shall not be altered
by this Agreement.
The shares of Survivor outstanding on the effective date shall not be
changed or converted as a result of the merger, but shall remain outstanding as
shares of Survivor. The outstanding shares of Disappearing shall be cancelled,
and no shares of Survivor shall be issued in exchange for them.
An executed counterpart of this Agreement of Merger and Officers'
certificates of each of the constituent corporations shall be filed in the
office of the California Secretary of State.
The merger shall become effective on the date of that filing.
IN WITNESS WHEREOF, Survivor and Disappearing, as duly authorized by their
respective Boards of Directors, have caused this Agreement of Merger to be
executed this 23rd day of November, 1993.
CYGNA ENERGY SERVICES CYGNA CONSULTING ENGINEERS
By: /s/ By: /s/
--------------------- ---------------------
(Title) (Title)
By: /s/ By: /s/
--------------------- ---------------------
(Title) (Title)
CYGNA GROUP, INC. hereby consents to
the above Agreement of Merger:
CYGNA GROUP, INC.
By: /s/
---------------------
(Title)
By: /s/
---------------------
(Title)
OFFICERS' CERTIFICATE OF MERGER
FOR
CYGNA ENERGY SERVICES
We, the undersigned, do certify that:
1. We are, and at all times herein mentioned, were the duly elected or
appointed and qualified Chief Financial Officer and Assistant Secretary of CYGNA
ENERGY SERVICES, herein called "said corporation," a corporation duly organized
and existing under the laws of the State of California.
2. On November 23, 1993, the Board of Directors of said corporation
approved the attached merger agreement in the form attached.
3. The total number of outstanding shares of each class of said corporation
entitled to vote on the merger described in the Agreement of Merger hereto
attached is:
215 COMMON SHARES
4. The merger agreement was entitled to be and was approved by the Board of
Directors of said corporation alone under the provisions of Section 1201 of the
California Corporations Code because shareholder of said corporation immediately
prior to the merger shall own, immediately after the merger, equity securities
other than warrant or right to subscribe or purchase equity securities of the
surviving corporation possessing more than five-sixths of the voting power of
the surviving corporation, to wit: The shareholders of said corporation
immediately before the merger will immediately after the merger own 215 of the
215 outstanding voting shares of the surviving corporation.
We declare under penalty of perjury that the foregoing is true and correct
of our own knowledge. Executed at Alameda County, California, on December 6,
1993.
/s/ John Brusher
----------------
John Brusher, Chief Financial Officer
/s/ Richard E. Bonitz
---------------------
Richard E. Bonitz, Asst. Secretary
OFFICERS' CERTIFICATE OF MERGER
FOR
CYGNA CONSULTING ENGINEERS
We, the undersigned, do certify that:
1. We are, and at all times herein mentioned, were the duly elected or
appointed and qualified President and Assistant Secretary of CYGNA CONSULTING
SERVICES, herein called "said corporation," a corporation duly organized and
existing under the laws of the State of California;
2. On November 23, 1993, the Board of Directors of said corporation
approved the attached merger agreement in the form attached.
3. The total number of outstanding shares of each class of said corporation
entitled to vote on the merger described in the Agreement of Merger hereto
attached is:
10,000 COMMON SHARES
4. The Shareholder vote was unanimous.
We declare under penalty of perjury that the foregoing is true and correct
of our own knowledge. Executed at Alameda County, California, on December 6,
1993.
/s/ George D. O'Brien
---------------------
George D. O'Brien, President
/s/ Richard E. Bonitz
---------------------
Richard E. Bonitz, Asst. Secretary
A442238
FILED
in the office of the Secretary of State
of the State of California
February 3, 1994
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
OF CYGNA ENERGY SERVICES
STEPHEN W. KAHANE and RICHARD E. BONITZ certify that:
1. They are the president and assistant secretary, respectively, of Cygna
Energy Services, a California corporation.
2. The following amendment to the articles of Incorporation of the corporation
has been duly approved by the board of directors of the corporation.
Article I of the Articles of Incorporation of this corporation is amended
to read as follows:
"The name of this corporation is
CYGNA CONSULTING ENGINEERS AND PROJECT MANAGEMENT, INC.
3. The amendment was duly approved by the required vote of shareholders in
accordance with section 902 of the California Corporations Code. The total
number of outstanding shares entitled to vote with respect to the amendment was
215, the favorable vote of a majority of such shares is required to approve the
amendment, and the number of such shares voting in favor of the amendment
equaled or exceeded the required vote.
/s/ Stephen W. Kahane
---------------------
Stephen W. Kahane, President
/s/ Richard E. Bonitz
---------------------
Richard E. Bonitz, Assistant Secretary
The undersigned declare under penalty of perjury that the matters set forth in
the foregoing certificate are true of their own knowledge. Executed at Oakland,
California, on February 1, 1994.
/s/ Stephen W. Kahane
---------------------
Stephen W. Kahane
/s/ Richard E. Bonitz
---------------------
Richard E. Bonitz
CERTIFICATE OF OWNERSHIP
MICHAEL K. GOLDMAN AND PAUL WEEKS, II, DO HEREBY CERTIFY:
FIRST: That they are the Senior Vice President and Secretary, respectively,
of Cygna Consulting Engineers and Project Management, Inc., a California
corporation (the "Corporation").
SECOND: That the Corporation owns all of the issued and outstanding shares
of capital stock of Cygna Energy Services Michigan, Inc., a Michigan
corporation.
THIRD: That the board of directors of this Corporation duly adopted the
following resolutions:
RESOLVED, that the Corporation merge into itself its wholly owned
subsidiary, Cygna Energy Services Michigan, Inc., a Michigan corporation, and
assume all of said subsidiary's liabilities and obligations (the "Merger"),
pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), attached
as Exhibit A hereto; and
FURTHER RESOLVED, that the Merger Agreement and the transactions
contemplated thereby be, and they hereby are, authorized, adopted, ratified, and
approved as of the Effective Date of the Merger (as set forth in Section 1.02 of
the Merger Agreement); and
FURTHER RESOLVED, that immediately following the Merger the separate
existence of Cygna Energy Services Michigan, Inc. shall terminate and the
Corporation shall be the surviving corporation; and
FURTHER RESOLVED, that the President, any Senior Vice President, any Vice
President, the Treasurer, the Assistant Treasurer, the Secretary, and the
Assistant Secretary of the corporation (each such person an "Authorized Officer"
and collectively, the "Authorized Officers") in their capacities as officers of
the Corporation and without further act or resolution of the Board, be, and each
of them, with full power to act without the others, hereby is, authorized, in
the name and on behalf of the Corporation, (i) to execute and deliver the Merger
Agreement, substantially in the form attached hereto as Exhibit A, with such
changes as any of them me deem necessary or appropriate (as conclusively
presumed from his or her taking such action); (ii) to make, execute and
acknowledge a Certificate of Ownership and Merger setting forth a copy of these
Resolutions to merge Cygna Energy Services Michigan, Inc. with and into the
Corporation; (iii) to execute and deliver the Certificate of Ownership and
Merger and any and all amendments, agreements, understandings, letters,
certificates, schedules, notices, government filings, documents (including, but
not limited to, any and all federal, state, local, international, administrative
agency or like body filings) and an and all other items they may deem necessary
or appropriate (as conclusively presumed from his or her taking such action) in
connection with or to effect the Merger Agreement, these Resolutions and the
transactions contemplated therein, (Iv) to file a Certificate of Ownership and
Merger in the office of the Secretary of State of the States of California and
Michigan, and (v) to take any and all additional steps any of they may deem
necessary or appropriate (as conclusively presumed from his or her taking such
action) to effect the merger and the related transactions contemplated thereby;
and
FURTHER RESOLVED, that pursuant to the immediately preceding Resolutions,
if any form or forms of Resolutions are suggested and/or required by any
government agency or instrumentality (including, without limitation, federal,
state, local and foreign government agencies and instrumentalities) with which
the Corporation has, or proposes to have, business arrangements, than such form
or forms of resolutions are, upon the filing of such form or forms of
resolutions with this Consent of the Board of Directors, hereby are adopted in
iisdem termimis, as Resolutions of this Board, and the proper officers of the
- ------ ---------
Corporation are, and each of them hereby is, authorized, for and in the name of
the Corporation, to complete such resolution, affix the seal of the Corporation
thereto, and to file a copy of such Resolutions with this Consent of the Board
of Directors.
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.
By: /s/ Michael K. Goldman
----------------------
Michael K. Goldman, Senior Vice President
By: /s/ Paul Weeks, II
------------------
Paul Weeks, II, Secretary