CERTIFICATE OF INCORPORATION
OF
INTERNATIONAL TIME SHARING SERVICES, INC.
------------------------
FIRST. The name of the corporation is INTERNATIONAL TIME SHARING SERVICES,
INC.
SECOND. The address of its registered office in the State of Delaware is
No. 100 West Tenth Street, in the City of Wilmington, County of New Castle. 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 own, operate and lease computer and other data processing
equipment, either on a time-sharing basis by itself or otherwise, and to
own, operate, or in any way deal or engage in the business of a service
bureau, rendering programing, computer and other data processing services,
and to engage in the business of management consultants and in the business
of rendering business marketing and technical analysis in all phases of
business operations, to and for all kinds of business enterprises.
To build, purchase or otherwise acquire, lease, own, hold, use,
improve, equip, maintain, mortgage or otherwise encumber, sell or otherwise
dispose of, convey, assign, and lease, factories, shops, offices,
warehouses, buildings, and structures of every kind and description.
To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.
To acquire, and pay for in cash, stock or bonds of this corporation or
otherwise, the good will, rights, assets and property, and to undertake or
assume the whole or any part of the obligations or liabilities of any
person, firm, association or corporation.
To acquire, hold, use, sell, assign, lease, grant licenses in respect
of, mortgage or otherwise dispose of letters patent of the United States or
any foreign country, patent rights, licenses and privileges, inventions,
improvements and processes, copyrights, trade-marks and trade names,
relating to or useful in connection with any business of this corporation.
To acquire by purchase, subscription or otherwise, and to receive,
hold, own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or
otherwise dispose of or deal in and with any of the shares of the capital
stock, or any voting trust certificates in respect of the shares of capital
stock, scrip, warrants, rights, bonds, debentures, notes, trust receipts,
and other securities, obligations, choses in action and evidences of
indebtedness or interest issued or created by any corporations, joint stock
companies, syndicates, associations, firms, trusts or persons, public or
private, or by the government of the United States of America, or by any
foreign government, or by any state, territory, province, municipality or
other political sub-division or by any governmental agency, and as owner
thereof to possess and exercise all the rights, powers and privileges of
ownership, including the right to execute consents and vote thereon, and to
do any and all acts and things necessary or advisable for the preservation,
protection, improvement and enhancement in value thereof.
To borrow or raise moneys for any of the purposes of the corporation
and, from time to time without limit as to amount, to draw, make, accept,
endorse, execute and issue promissory notes, drafts, bills of exchange,
warrants, bonds, debentures and other negotiable or non-negotiable
instruments and evidences of indebtedness, and to secure the payment of any
thereof and of the interest thereon by mortgage upon or pledge, conveyance
or assignment in trust of the whole or any part of the property of the
corporation, whether at the time owned or thereafter acquired, and to sell,
pledge or otherwise dispose of such bonds or other obligations of the
corporation for its corporate purposes.
To purchase, receive, take by grant, gift, devise, bequest or
otherwise, lease or otherwise acquire, own, hold, improve, employ, use and
otherwise deal in and with real or personal property, or any interest
therein, wherever situated, and to sell, convey, lease, exchange, transfer
or otherwise dispose of, or mortgage or pledge, all or any of the
corporation's property and assets, or any interest therein, wherever
situated.
In general, to possess and exercise all the powers and privileges
granted by the General Corporation Law of Delaware or by any other law of
Delaware or by this certificate of incorporation together with any powers
incidental thereto, so far as such powers and privileges are necessary or
convenient to the conduct, promotion or attainment of the business or
purposes of the corporation.
The business and purposes specified in the foregoing clauses shall,
except where otherwise expressed, be in nowise limited or restricted by
reference to, or inference from, the terms of any other clause in this
certificate of incorporation, but the business and purposes specified in
each of the foregoing clauses of this article shall be regarded as
independent business and purposes.
FOURTH. The total number of shares of stock which the corporation shall
have authority to issue is two million (2,000,000) and the par value of each of
such shares is One Cent (1(cent)), amounting in the aggregate to Twenty Thousand
Dollars ($20,000.00).
FIFTH. The name and mailing address of each incorporator is as follows:
NAME MAILING ADDRESS
---- ---------------
B. J. Consono 100 West Tenth Street
Wilmington, Delaware
F. J. Obara, Jr. 100 West Tenth Street
Wilmington, Delaware
A. D. Grier 100 West Tenth Street
Wilmington, Delaware
SIXTH. The corporation is to have perpetual existence.
SEVENTH. In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized:
To make, alter or repeal the by-laws of the corporation.
To authorize and cause to be executed mortgages and liens upon the real and
personal property of the corporation.
To set apart out of any of the funds of the corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve in the manner in which it was created.
By a majority of the whole board, to designate one or more committees, each
committee to consist of two or more of the directors of the corporation. The
board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. Any such committee, to the extent provided in the resolution or in
the by-laws of the corporation, shall have and may exercise the powers of the
board of directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; provided, however, the by-laws may provide that in
the absence or disqualification of any member of such committee or committees,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the board of directors to act at the meeting in the place of
any such absent or disqualified member.
When and as authorized by the affirmative vote of the holders of a majority
of the stock issued and outstanding having voting power given at a stockholders'
meeting duly called upon such notice as is required by statute, or when
authorized by the written consent of the holders of a majority of the voting
stock issued and outstanding, to sell, lease or exchange all or Substantially
all of the property and assets of the corporation, including its good will and
its corporate franchises, upon such terms and conditions and for such
consideration, which may consist in whole or in part of money or property
including shares of stock in, and/or other securities of, any other corporation
or corporations, as its board of directors shall deem expedient and for the best
interests 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 stock holders 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 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. Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the corporation. Elections of directors
need not be by written ballot unless the by-laws of the corporation shall so
provide.
TENTH. The corporation reserves the right to amend, alter, change or repeal
any provision contained in this certificate of incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
WE, THE UNDERSIGNED, being each of the incorporators hereinbefore 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 our act and deed and the facts herein stated are true,
and accordingly have hereunto set our hands this 25th day of February, 1969.
B.J. Consono
-------------------------
F.J. Obara, Jr.
-------------------------
A.D. Grier
-------------------------
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
INTERNATIONAL TIME SHARING SERVICES, INC.
BEFORE PAYMENT OF CAPITAL
--- oo0oo---
WE, THE UNDERSIGNED, being all of the incorporators of INTERNATIONAL TIME
SHARING SERVICES, 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 Article "First" of the Certificate of Incorporation be and it
hereby is amended to read as follows:
"First. The name of the Corporation is TIME SHARING SERVICES, INC."
SECOND: That the corporation has not received any payment for any of its
stock.
THIRD: That the amendment was duly adopted in accordance with the
provisions of section 241 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, we have signed this certificate this 28th day of March,
1969.
B.J. Consono
-------------------------
F.J. Obara, Jr.
-------------------------
A.D. Grier
-------------------------
CERTIFICATE OF AMENDMENT
-of-
CERTIFICATE OF INCORPORATION
-of-
TIME SHARING SERVICES, INC.
TIME SHARING SERVICES, 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 at a meeting duly
held, adopted a resolution proposing and declaring advisable the following
amendment to the Certificate of Incorporation of said corporation:
RESOLVED: that the Certificate of Incorporation of this corporation,
as amended, be further amended by changing the Article thereof numbered
"FIRST" so that as amended, said Article shall be and read as follows:
"FIRST: The name of the corporation is, TIME SHARING RESOURCES,
INC."
SECOND: The aforesaid amendment has been approved by vote of the
holders of a majority of the issued and outstanding stock entitled to vote
at a meting of shareholders duly held pursuant to the provisions of Section
222 of the General Corporation Law of Delaware.
THIRD: That the aforesaid amendment was duly adopted in accordance
with the applicable provisions of Section 242 of the General Corporation
Law of Delaware.
FOURTH: That the capital of said corporation will not be reduced under
or by reason of said amendment.
IN WITNESS WHEREOF, said TIME SHARING SERVICES, INC., caused its corporate
seal to be hereunto affixed and this Certificate to be signed by Joseph F.
Hughes, its President, and attested by Joseph Kazmarick, its Secretary, this
27th day of day of May, 1969.
TIME SHARING SERVICES, INC.
By______________________________
Joseph F. Hughes, President
ATTEST:
- --------------------------
Joseph Kazmarick, Secretary
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
* * *
TIME SHARING RESOURCES, 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 at a meeting of the Board of Directors of TIME SHARING
RESOURCES, INC. resolutions were duly adopted setting forth a proposed amendment
to the Certificate of Incorporation of said corporation to increase the
authorized number of shares of Common Stock from 2,000,000 to 4,000,000 and to
create a class of Preferred Stock of 1,000,000 shares, declaring said amendment
to be advisable and calling a meeting of the stockholders of said corporation
for consideration thereof.
SECOND: That thereafter, pursuant to resolution of its Board of Directors,
an annual meeting of the stockholders of said corporation was duly called and
held, upon notice in accordance with Sections 222 and 242 of the General
Corporation Law of the State of Delaware, at which meeting the necessary number
of shares as required by statute were voted in favor of the amendment.
THIRD: That Article "Fourth" of the Certificate of Incorporation be and it
hereby is amended to read in its entirety as follows:
FOURTH: (a) The total number of shares which the corporation shall have
authority to issue is five million (5,000,000) shares divided into classes as
follows: four million (4,000,000) shares shall be Common Stock having a par
value of One Cent (1 cent) per share and one million (1,000,000) shares shall
be Preferred Stock having a par value of One Dollar ($1.00) per share, having
such voting powers or no voting powers, designations, preferences and relative
participating optional or other special rights, and qualifications, limitations
or restrictions thereof as may be fixed by resolution of the Board of Directors.
(b) The Board of Directors is authorized, subject to limitations prescribed
by law, to provide for the issuance of the preferred shares in series, and by
filing a certificate pursuant to the Delaware Corporation Law, to establish the
number of shares to be included in each such series, and to fix voting powers,
designations, preferences and relative participating optional or other special
rights and qualifications, limitations or restrictions of the shares of each of
such series. The authority of the Board with respect to each series shall
include, but not be limited to, determination of the following:
(a) The number of shares constituting that series and the distinctive
designation of that series;
(b) The dividend rate on the shares of that series, whether dividends
shall be cumulative, and, if so, from which date or dates;
(c) Whether that series shall have voting rights, in addition to the
voting rights provided by law, and, if so, the terms of such voting rights;
(d) Whether that series shall have conversion privileges, and, if so,
the terms and conditions of such conversion, including provision for
adjustment of the conversion rate in such events as the Board of Directors
shall determine;
(e) Whether or not the shares of that series shall be redeemable, and,
if so, the terms and conditions of such redemption, including the date or
dates upon or after which they shall be redeemable, and the amount per
share payable in case of redemption, which amount may vary under different
conditions and at different redemption dates;
(f) The rights of the shares of that series in the event of voluntary
or involuntary liquidation, dissolution or winding up of the corporation;
and
(g) Any other relative rights, preferences and limitations of that
series."
TIME SHARING RESOURCES, INC.
By: ____________________________
Joseph F. Hughes,
Chief Executive Officer &
President
ATTEST:
- -----------------------
Joseph M. Kazmarick
Secretary
- -----------------------
[Corporate Seal]
Dated: September 19, 1983
STATE OF NEW YORK )
: ss.:
COUNTY OF WESTCHESTER )
BE IT REMEMBERED, that on this 19th day of September 1983, personally came
before me, a Notary Public in and for the County and State aforesaid, JOSEPH F.
HUGHES, Chief Executive Officer and Joseph Kazmarick, Secretary of TIME SHARING
RESOURCES, INC., a corporation of the State of Delaware, and the duly executed
said certificate before me and acknowledged the said certificate to be their
acts and deeds and the act and deed of said corporation and the facts stated
therein are true; and that the seal affixed to said certificate is the common or
corporate seal of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day
and year aforesaid.
-------------------------------
Notary Public
(Notarial Seal)
CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION
OF
TIME SHARING RESOURCES, INC.
It is hereby certified that:
1. The name of the corporation (hereinafter called the "corporation") is
Time Sharing Resources, Inc.
2. The certificate of incorporation of the corporation is hereby amended by
striking of Article "FIRST" thereof and by substituting in lieu of said Article
the following new Article:
"FIRST: The name of the corporation is: TSR, INC."
3. The amendment of the certificate of incorporation herein certified has
been duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.
Signed and attested to on January 26, 1984.
---------------------------------
Joseph F. Hughes - President
Attest:
- ------------------------------
Joseph M. Kazmarick, Secretary
STATE OF NEW YORK )
: ss.:
COUNTY OF NASSAU )
BE IT REMEMBERED that, on January 26, 1984, before me, a Notary Public duly
authorized by law to take acknowledgment of deeds, personally came JOSEPH F.
HUGHES, President of Time Sharing Resources, Inc., who duly signed the foregoing
instrument before me and acknowledged that such signing is his act and deed,
that such instrument as executed is the act and deed of said corporation, and
that the facts stated therein are true.
GIVEN under my hand on January 26, 1984.
----------------------------
Notary Public
Notary Seal
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
TSR, INC.
----------------------------------
Adopted in accordance with the provisions
of Section 242 of the General Corporation
Law of the State of Delaware
----------------------------------
I, Joseph H. Hughes, President and Chairman of the Board of TSR, INC., a
Corporation existing under the laws of the State of Delaware, do hereby
certify as follows:
FIRST: That the name of the Corporation is TSR, INC. (hereinafter called
the "Corporation").
SECOND: That the Certificate of Incorporation of the Corporation has been
amended as follows:
A. Article FOURTH, Section A thereof shall be deleted in its entirety and
replaced with the following:
"FOURTH: A. The total number of shares which the Corporation shall have
authority to issue is twenty-six million (26,000,000) shares, of which
twenty-five million (25,000,000) shares shall be common stock, having a par
value of One Cent (1(cent)) per share, and one million
(1,000,000) shares shall be preferred stock, having a par value of One
Dollar ($1.00) per share, having such voting powers or no voting powers,
designations, preferences and relative, participating, optional or other
special rights, and qualifications, limitations or restrictions thereof as
may be fixed by resolution of the Board of Directors."
B. The following shall be added as the second paragraph under Article
Fifth:
"Terms of Directors. The number of Directors of the Corporation shall be
fixed by resolution duly adopted from time to time by the Board of
Directors. The Directors, shall be classified, with respect to the term for
which they hold office, into three classes, as nearly equal in number as
possible. The initial Class III Director shall serve for a term expiring at
the annual meeting of stockholders to be held in 1998, the initial Class II
Directors shall serve for a term expiring at the annual meeting of
stockholders to be held in 1999, and the initial Class I Directors shall
serve for a term expiring at the annual meeting of stockholders to be held
in 2000. At each annual meeting of stockholders, the successor or
successors of the class of Directors whose term expires at that meeting
shall be elected by a plurality of the votes cast at such meeting and shall
hold office for a term expiring at the annual meeting of stockholders held
in the third year following the year of their election. The Directors
elected to each class shall hold office until their successors are duly
elected and qualified or until their earlier resignation or removal."
C. The following shall be added as the third paragraph under Article
Fifth:
"Vacancies. Any and all vacancies in the Board of Directors, however
occurring, including, without limitation, by reason of an increase in size
of the Board of Directors, or the death, resignation, disqualification or
removal of a Director, shall be filled solely by the affirmative vote of a
majority of the remaining Directors then in office, even if less than a
quorum of the Board of Directors. Any Director appointed in accordance with
the preceding sentence shall hold office for the remainder of the full term
of the class of Directors in which the new directorship was created or the
vacancy occurred and until such Director's successor shall have been duly
elected and qualified or until his or her earlier resignation or removal.
When the number of Directors is increased or decreased, the Board of
Directors shall determine the class or classes to which the increased or
decreased number of Directors shall be apportioned so as to maintain each
class as nearly equal in number as possible; provided, however, that no
decrease in the number of Directors shall shorten the term of any incumbent
Director."
D. The following shall be added as a new paragraph at the end of Article
Tenth:
"Amendment of Certificate of Incorporation. The affirmative vote of not
less than two-thirds of the voting stock eligible to be cast by holders of
voting stock, shall be required to amend or repeal the provisions of the
second and third paragraphs of Article Fifth, this last
paragraph of Article Tenth, Article Eleventh or Article Twelfth of this
Certificate of Incorporation."
E. The following shall be added as Article Eleventh:
"Stockholder Action. Any action required or permitted to be taken by the
stockholders of the Corporation at any annual or special meeting of
stockholders of the Corporation must be effected at a duly called annual or
special meeting of stockholders and may not be taken or effected by a
written consent of stockholders in lieu thereof."
F. The following shall be added as Article Twelfth of the Certificate:
"Amendment of By-laws. Except as otherwise provided by law, the By-laws of
the Corporation may be amended or repealed by the Board of Directors. In
addition, the By-laws of the Corporation may be amended or repealed at any
annual meeting of stockholders, or special meeting of stockholders called
for such purpose, by the affirmative vote of at least two-thirds of the
voting stock eligible to be cast by holders of voting stock on such
amendment or repeal; provided, however, that if the Board of Directors
recommends that stockholders approve such amendment or repeal at such
meeting of stockholders, such amendment or repeal shall only require the
affirmative vote of a majority of the voting stock present and entitled to
vote on such amendment or repeal."
THIRD: The amendment of the Certificate of Incorporation has been duly
adopted in accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, I have signed this certificate this ___ day of October,
1997.
TSR, INC.
By: ______________________________
Name: Joseph H. Hughes
Title: President and Chairman
of the Board