EXHIBIT 3.47
ARTICLES OF INCORPORATION
OF
TME ARIZONA, INC.
The undersigned, a natural person eighteen (18) years of age or more,
acting as incorporator of a corporation under the Texas Business Corporations
Act, does hereby adopt the following Articles of Incorporation for such
corporation:
ARTICLE ONE
The name of the corporation is TME Arizona, Inc.
ARTICLE TWO
The period of the corporation's duration is perpetual.
ARTICLE THREE
The purpose for which the corporation is organized is to engage in any
lawful business for which corporations may be organized under the laws of the
State of Texas.
ARTICLE FOUR
The corporation shall have authority to issue ten thousand (10,000)
shares of capital stock consisting of ten thousand (10,000) shares of Common
Stock, par value $.001 per share.
ARTICLE FIVE
The corporation will not commence business until it has received for
the issuance of its shares consideration of at least the value of One Thousand
Dollars ($1,000.00), consisting of money, labor done or contracted for or
property actually received.
ARTICLE SIX
No shareholder shall be entitled as a matter of right to any preemptive
or preferential right to subscribe for, purchase, or receive additional unissued
or treasury shares of any class of
the corporation, whether now or later authorized, or any notes, bonds,
debentures, warrants, options or other securities convertible into or entitling
the holder to purchase shares. Such additional shares, notes, bonds, debentures,
warrants, options or other securities convertible into or entitling the holder
to purchase shares may be issued or disposed of as the Board of Directors in its
absolute discretion deems advisable.
ARTICLE SEVEN
At each election for directors of the corporation, each shareholder
entitled to vote at such election shall have the right to vote, in person or by
proxy, only the number of shares owned by him for as many persons as there are
directors to be elected, and no shareholder shall ever have the right or be
permitted to cumulate his votes on any basis, any and all rights of cumulative
voting being hereby expressly denied.
ARTICLE EIGHT
The address of the initial registered office of the corporation is 333
North Sam Houston Parkway East, Suite 500, Houston, Texas 77060 and the name of
its initial registered agent at such address is Stephen Jackson.
ARTICLE NINE
The number of directors constituting the initial Board of Directors
shall be two (2), and the names and addresses of the persons who are to serve as
directors until the first annual meeting of the shareholders or until their
successors are elected and qualified are:
NAMES ADDRESSES
Cherrill Farnsworth 333 North Sam Houston Parkway East
Suite 500
Houston, Texas 77060
Stephen W. Jackson 333 North Sam Houston Parkway East
Suite 500
Houston, Texas 77060
2
The number of directors of the corporation set forth above shall constitute the
initial authorized number of directors until changed by amendment to the bylaws
of the corporation or by resolution of the Board of Directors.
ARTICLE TEN
A director of the corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for any act or omission (an
"Action") in his capacity as a director, except for (i) any Actions which
constitutes a breach of the duty of loyalty, (ii) any Action not in good faith
which constitutes a breach of duty or involves intentional misconduct or knowing
violation of law, (iii) an Action in which the director received an improper
benefit or (iv) an Action for which the liability of a director is expressly
provided by a statute of the State of Texas. Any repeal or modification of this
Article shall be prospective only, and shall not adversely affect any limitation
of the personal liability of a director of the corporation existing at the time
of the repeal or modification.
ARTICLE ELEVEN
Any action required by the Texas Business Corporation Act to be taken
at any annual or special meeting of shareholders, or any action which may be
taken at any annual or special meeting of shareholders, may be taken without a
meeting, without prior notice, and without a vote, if a consent or consents in
writing, setting forth the action so taken shall be signed by the holder or
holders of shares having not less than the minimum number of votes that would be
necessary to take such action at a meeting at which the holders of all shares
entitled to vote on the action were present and voted.
ARTICLE TWELVE
The name and address of the incorporator is:
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NAME ADDRESS
Christopher S. Collins 4200 Texas Commerce Tower
600 Travis Street
Houston, Texas 77002
IN WITNESS WHEREOF, the undersigned incorporator has hereunto set his
hand this 29th day of May, 1997.
/s/ Christopher S. Collins
-------------------------------------------
Christopher S. Collins
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[LOGO] OFFICE OF THE SECRETARY OF STATE
CORPORATIONS SECTION
P.O. BOX 13697
AUSTIN, TEXAS 78711-3697
CHANGE OF REGISTERED AGENT/REGISTERED OFFICE
1. The name of the entity is TME ARIZONA, Inc. and the file number issued
to the entity by the secretary of state is 0144705400
2. The entity is: (Check one.)
[X] a business corporation, which has authorized the changes
indicated below through its board of directors or by an
officer of the corporation so authorized by its board of
directors, as provided by the Texas Business Corporation Act.
9 a non-profit corporation, which has authorized the changes
indicated below through its board of directors or by an
officer of the corporation so authorized by its board of
directors, or through its members in whom management of the
corporation is vested pursuant to article 2.14C, as provided
by the Texas Non-Profit Corporation Act.
9 a limited liability company, which has authorized the changes
indicated below through its members or managers, as provided
by the Texas Limited Liability Company Act.
9 a limited partnership, which has authorized the changes
indicated below through its partners, as provided by the Texas
Revised Limited Partnership Act.
9 an out-of-state financial institution, which has authorized
the changes indicated below in the manner provided under the
laws governing its formation.
3. The registered office address as PRESENTLY shown in the records of the
Texas secretary of state is 333 N. Sam Houston Parkway East, Suite 500,
Houston, TX 77060
4. [X] A. The address of the NEW registered office is: (Please provide
street address, city, state and zip code. The address must be in
Texas.) 800 Brazos Street, Suite 1100, Austin, TX 78701
OR 9 B. The registered office address will not change.
5. The name of the registered agent as PRESENTLY shown in the records of
the Texas secretary of state is Stephen Jackson
6. [X] A. The name of the NEW registered agent is National Registered
Agents, Inc.
OR 9 B. The registered agent will not change.
7. Following the changes shown above, the address of the registered office
and the address of the office of the registered agent will continue to
be identical, as required by law.
By: /s/ Wayne K. Baldwin
-------------------------------------------
(A person authorized to sign
on behalf of the entity)
Wayne K. Baldwin, Secretary
INSTRUCTIONS
1. It is recommended that you call (512) 463-5555 to verify the
information in items 3 and 5 as it currently appears on the records of
the secretary of state before submitting the statement for filing. You
also may e-mail an inquiry to corpinfo@sos.state.tx.us. As information
on out-of-state financial institutions is maintained on a separate
database, a financial institution must call (512) 463-5701 to verify
registered agent and registered office information. If the information
on the form is inconsistent with the records of this office, the
statement will be returned.
2. You are required by law to provide a street address in item 4 unless
the registered office is located in a city with a population of 5,000
or less. The purpose of this requirement is to provide the public with
notice of a physical location at which process may be served on the
registered agent. A statement submitted with a post office box address
or a lock box address will not be filed.
3. An authorized officer of the corporation or financial institution must
sign the statement. In the case of a limited liability company, an
authorized member or manager of a limited liability company must sign
the statement. A general partner must sign the statement on behalf of a
limited partnership. A person commits an offense under the Texas
Business Corporation Act, the Texas Non-Profit Corporation Act or the
Texas Limited Liability Company Act if the person signs a document the
person knows is false in any material respect with the intent that the
document be delivered to the secretary of state for filing. The offense
is a Class A misdemeanor.
4. Please attach the appropriate fee:
Business Corporation $15.00
Financial Institution, other than Credit Unions $15.00
Financial Institution that is a Credit Union $ 5.00
Non-Profit Corporation $ 5.00
Limited Liability Company $10.00
Limited Partnership $50.00
2
Personal checks and MasterCard(R), Visa(R), and Discover(R)
are accepted in payment of the filing fee. Checks or money
orders must be payable through a U.S. bank or other financial
institution and made payable to the secretary of state. Fees
paid by credit card are subject to a statutorily authorized
processing cost of 2.1% of the total fees.
5. Two copies of the form along with the filing fee should be mailed to
the address shown in the heading of this form. The delivery address is:
Secretary of State, Statutory Filings Division, Corporations Section,
James Earl Rudder Office Building, 1019 Brazos, Austin, Texas 78701. We
will place one document on record and return a file stamped copy, if a
duplicate copy is provided for such purpose. The telephone number is
(512) 463-5555, TDD: (800) 735-2989, FAX: (512) 463-5709.
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[LOGO] OFFICE OF THE SECRETARY OF STATE
CORPORATIONS SECTION
P.O. BOX 13697
AUSTIN, TEXAS 78711-3697
CHANGE OF REGISTERED AGENT/REGISTERED OFFICE
1. The name of the entity is TME ARIZONA, Inc. and the file number issued
to the entity by the secretary of state is 0144705400
2. The entity is: (Check one.)
[X] a business corporation, which has authorized the changes
indicated below through its board of directors or by an
officer of the corporation so authorized by its board of
directors, as provided by the Texas Business Corporation Act.
9 a non-profit corporation, which has authorized the changes
indicated below through its board of directors or by an
officer of the corporation so authorized by its board of
directors, or through its members in whom management of the
corporation is vested pursuant to article 2.14C, as provided
by the Texas Non-Profit Corporation Act.
9 a limited liability company, which has authorized the changes
indicated below through its members or managers, as provided
by the Texas Limited Liability Company Act.
9 a limited partnership, which has authorized the changes
indicated below through its partners, as provided by the Texas
Revised Limited Partnership Act.
9 an out-of-state financial institution, which has authorized
the changes indicated below in the manner provided under the
laws governing its formation.
3. The registered office address as PRESENTLY shown in the records of the
Texas secretary of state is 1614 Sidney Baker Street, Kerrville, TX
78028
4. [X] A. The address of the NEW registered office is: (Please provide
street address, city, state and zip code. The address must be in
Texas.) 800 Brazos Street, Suite 1100, Austin, TX 78701
OR 9 B. The registered office address will not change.
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5. The name of the registered agent as PRESENTLY shown in the records of
the Texas secretary of state is National Registered Agents, Inc.
6. [X] A. The name of the NEW registered agent is Corporation Service
Company d/b/a CSC-Lawyers Incorporating Service Company
OR 9 B. The registered agent will not change.
7. Following the changes shown above, the address of the registered office
and the address of the office of the registered agent will continue to
be identical, as required by law.
TME ARIZONA, INC.
By: /s/ Robin Smith Hoke
---------------------------------------
(A person authorized to sign
on behalf of the entity)
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INSTRUCTIONS
1. It is recommended that you call (512) 463-5555 to verify the
information in items 3 and 5 as it currently appears on the records of
the secretary of state before submitting the statement for filing. You
also may e-mail an inquiry to corpinfo@sos.state.tx.us. As information
on out-of-state financial institutions is maintained on a separate
database, a financial institution must call (512) 463-5701 to verify
registered agent and registered office information. If the information
on the form is inconsistent with the records of this office, the
statement will be returned.
2. You are required by law to provide a street address in item 4 unless
the registered office is located in a city with a population of 5,000
or less. The purpose of this requirement is to provide the public with
notice of a physical location at which process may be served on the
registered agent. A statement submitted with a post office box address
or a lock box address will not be filed.
3. An authorized officer of the corporation or financial institution must
sign the statement. In the case of a limited liability company, an
authorized member or manager of a limited liability company must sign
the statement. A general partner must sign the statement on behalf of a
limited partnership. A person commits an offense under the Texas
Business Corporation Act, the Texas Non-Profit Corporation Act or the
Texas Limited Liability Company Act if the person signs a document the
person knows is false in any material respect with the intent that the
document be delivered to the secretary of state for filing. The offense
is a Class A misdemeanor.
4. Please attach the appropriate fee:
Business Corporation $15.00
Financial Institution, other than Credit Unions $15.00
Financial Institution that is a Credit Union $ 5.00
Non-Profit Corporation $ 5.00
Limited Liability Company $10.00
Limited Partnership $50.00
Personal checks and MasterCard(R), Visa(R), and Discover(R)
are accepted in payment of the filing fee. Checks or money
orders must be payable through a U.S. bank or other financial
institution and made payable to the secretary of state. Fees
paid by credit card are subject to a statutorily authorized
processing cost of 2.1% of the total fees.
5. Two copies of the form along with the filing fee should be mailed to
the address shown in the heading of this form. The delivery address is:
Secretary of State, Statutory Filings Division, Corporations Section,
James Earl Rudder Office Building, 1019 Brazos, Austin, Texas 78701. We
will place one document on record and return a file stamped copy, if a
duplicate copy is provided for such purpose. The telephone number is
(512) 463-5555, TDD: (800) 735-2989, FAX: (512) 463-5709.
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