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EXHIBIT 3.14
ARTICLES OF INCORPORATION
OF
POOL-VENEZUELA, INC.
We, the undersigned natural persons of the age of twenty-one years or
more, at least two of whom are citizens of the State of Texas, acting as
Incorporators of the Corporation under the Texas Business Corporation Act, do
hereby adopt the following Articles of Incorporation for such Corporation:
ARTICLE ONE
The name of the Corporation is POOL-VENEZUELA, INC.
ARTICLE TWO
The period of its duration is perpetual.
ARTICLE THREE
The purposes for which the Corporation is organized are to operate a
business furnishing services and supplies to the oil, gas and mineral industry,
and for service and sub-surface exploration, in the country of Venezuela, and
to do everything necessary, proper, advisable or convenient for the
accomplishment or furtherance of such purposes.
ARTICLE FOUR
The aggregate number of shares which the Corporation shall have
authority to issue is five hundred thousand (500,000) shares of the par value
of Five Dollars ($5.00) each. Each share of stock shall have identical rights
and privileges in every respect.
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ARTICLE FIVE
The Corporation will not commence business until it has received for
the issuance of its shares, consideration of the value of One Thousand Dollars
($1000.00), consisting of money, labor done or property actually received.
ARTICLE SIX
No shareholder or other person shall have any preemptive right
whatsoever.
ARTICLE SEVEN
Cumulative voting of shares of the Corporation for election of
Directors is expressly prohibited.
ARTICLE EIGHT
Shareholders of the Corporation hereby delegate to the Board of
Directors, power to adopt, alter, amend or repeal the By-laws of the
Corporation; such power shall be deemed to be vested exclusively in the Board
of Directors and shall not be exercised by the shareholders.
ARTICLE NINE
The post office box of the Corporation is 1940, San Angelo, Texas, and
the initial registered office of the Corporation is 515 West Avenue N, San
Angelo, Tom Green County, Texas, and the name of its initial registered agent
at such address is Frank M. Pool.
ARTICLE TEN
The Directors of the Corporation constituting the initial Board of
Directors is three (3), and the names and addresses of the persons who are to
serve as such Directors until the
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first annual meeting of the shareholders, or until their successors are elected
and qualified are:
NAME ADDRESS
Frank M. Pool 2104 Douglas Drive
San Angelo, Texas 76901
Eric E. Behrend 908 Baker Street
San Angelo, Texas 76901
J. D. Drew 515 West Avenue N
San Angelo, Texas 76901
ARTICLE ELEVEN
The names and addresses of the Incorporation are:
NAME ADDRESS
Drew Pechacek 200 San Angelo National Bank Bldg.
San Angelo, Texas 76901
Frank W. Rose, Jr. 200 San Angelo National Bank Building
San Angelo, Texas 76901
Georgene Saverance 200 San Angelo National Bank Bldg.
San Angelo, Texas 76901
IN WITNESS WHEREOF, we have hereunto set our hands this the 21st day
of March, 1969.
/s/ DREW PECHACEK
-------------------------------
Drew Pechacek
/s/ FRANK W. ROSE, JR.
-------------------------------
Frank W. Rose, Jr.
/s/ GEORGENE SAVERANCE
-------------------------------
Georgene Saverance
I, the undersigned Notary Public, do hereby certify that on this the
21st day of March, 1969, personally appeared before me DREW PECHACEK, FRANK W.
ROSE, JR., and GEORGENE
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SAVERANCE, who each being by me duly sworn, severally declared that they are
the persons who signed the foregoing document as Incorporators and that the
statements contained therein are true.
/s/ JOAN KEATING
----------------------------
Notary Public in and for
Tom Green County, Texas
My Commission expires June 1, 1969
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ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION
OF
POOL-VENEZUELA, INC.
Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:
ARTICLE I
The name of the Corporation is POOL-VENEZUELA, INC.
ARTICLE II
The following amendment to the Articles of Incorporation was adopted
by the shareholders of the Corporation on August 6, 1969:
Article IV of the Articles of Incorporation is hereby amended so as to
read as follows:
"The aggregate number of shares which the Corporation shall
have authority to issue is ten thousand shares (10,000) of
common stock, with a par value of Five Dollars ($5.00) per
share. Each share shall have identical rights and privileges
in every respect."
ARTICLE III
The number of shares of the Corporation outstanding at the time of
such adoption was one thousand, nine hundred and twelve (1,912) shares, and the
number of shares entitled to vote thereon was one thousand, nine hundred and
twelve (1,912) shares.
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ARTICLE IV
The number of shares voted for such amendment was one thousand, nine
hundred and twelve (1,912) shares, and the number of shares voted against such
amendment was none.
ARTICLE V
The amendment does not change the amount of the stated capital.
Dated August 6, 1989.
POOL-VENEZUELA, INC.
By /s/ FRANK M. POOL
------------------------------
Frank M. Pool, President
By /s/ W. TRUETT SMITH
------------------------------
W. Truett Smith, Secretary
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THE STATE OF TEXAS )
COUNTY OF TOM GREEN )
I, the undersigned, a Notary Public, do certify that on this, the 7th
day of August, 1969, personally appeared before me FRANK M. POOL, who being by
me first duly sworn, declared that he is the President of Pool-Venezuela, Inc.,
that he signed the foregoing document as President of said corporation and that
the statements therein contained are true.
/s/ GRACE WRIGHT
---------------------------------------------
Notary Public, Tom Green County, Texas
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ARTICLES OF AMENDMENT
OF
POOL-VENEZUELA, INC.
Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act, the undersigned corporation adopts the following articles of
amendment to its articles of incorporation, which change its corporate name and
corporate purposes.
ARTICLE I. NAME
The name of the corporation is Pool-Venezuela, Inc.
ARTICLE II. DATE OF ADOPTION
The following amendments to the articles of incorporation were adopted
by the shareholders of the corporation on November 7, 1972.
Article I of the articles of incorporation is hereby amended so as to
read as follows:
The name of the corporation is Pool Americas, Inc.
Article III of the articles of incorporation is hereby amended so as
to read as follows:
The purposes for which the corporation is organized are to
operate a business furnishing services and supplies to the
oil, gas and mineral industry, and for surface and subsurface
exploration, in any country of the Western Hemisphere, and to
do everything necessary, proper, advisable or convenient for
the accomplishment of furtherance of such purposes.
ARTICLE III. NUMBER OF SHARES
The number of shares of the corporation outstanding at the time of
such adoption was 10,000; and the number of shares entitled to vote thereon was
10,000.
ARTICLE IV. ADOPTION BY VOTE
The number of shares voted for such amendments was 10,000, and the
number of shares voted against such amendments was none.
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ARTICLE V. STATED CAPITAL
The amendments do not change the amount of the stated capital.
DATED: November 7, 1972
POOL-VENEZUELA, INC.
By /s/
-------------------------
Senior Vice President
/s/
---------------------------
Corporate Secretary
THE STATE OF TEXAS )
)
COUNTY OF DALLAS )
I, Jean H. Luttrell, a notary public, do hereby certify that
on this 7th day of November, 1972, personally appeared before me R. B.
WILLIAMS, who declared he is Senior Vice President of the corporation executing
the foregoing document, and being first duly sworn, acknowledged that he signed
the foregoing document in the capacity therein set forth and declared that the
statements therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the
day and year before written.
/s/ JEAN H. LUTTRELL
---------------------------
Notary Public in and for
Dallas County, Texas