EXHIBIT 3.19
Fee: $50.00 ---------------------
(Minimum) F I L E D
AMENDED JUN 27 1996
CERTIFICATE OF INCORPORATION OKLAHOMA SECRETARY
FILE IN DUPLICATE (After Receipt of Payment of Stock) OF STATE
PRINT CLEARLY
SOS CORP. KEY: For Office Use Only
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PLEASE NOTE: This form MUST be filed with a letter from the Oklahoma Tax
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Commission stating the franchise tax has been paid for the current fiscal year.
If the authorized capital is increased in excess of fifty thousand dollars
($50,000.00), the filing fee shall be an amount equal to one-tenth of one
percent (1/10 of 1%) of such increase.
TO THE SECRETARY OF STATE. OF THE STATE OF OKLAHOMA, 101 State Capitol Bldg.,
Oklahoma City, OK 73105:
The undersigned Oklahoma corporation, for the purpose of amending
its certificate of incorporation as provided by Section 1077 of the Oklahoma
General Corporation Act, hereby certifies:
1. A. The name of the corporation is: DACNET, INC.
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B. As amended: The name of the corporation has been changed to:
CRIMESEARCH, INC.
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2. A. No change, as filed.______
B. As amended. The address of the registered office in the State of
Oklahoma and the name of the registered agent at such address is:
Howard G. Barnett, Jr.
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NAME
2407 East Skelly Drive, Tulsa, Tulsa County, Oklahoma 74105
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STREET ADDRESS CITY COUNTY STATE ZIP CODE
3. A. No change, as filed X
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B. As amended: The duration of the corporation is:____________
4. A. No change, as filed X
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B. As amended: The purpose or purposes for which the corporation is
formed are:
5. A. No change, as filed X
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B. As amended: The aggregate number of the authorized shares, itemized by
class, par value of shares, shares without par value, and series, if any,
within a class is:
NUMBER OF SHARES SERIES PAR VALUE PER SHARE
Common____________ ___________________
Preferred_________ ___________________
TOTAL NO. SHARES___________ TOTAL AUTHORIZED CAPITAL_______
That at a meeting of the Board of Directors, a resolution was duly
adopted setting forth the foregoing proposed amendment(s) to the Certificate of
Incorporation of said corporation, declaring said amendment(s) to be advisable
and calling a meeting of the shareholders of said corporation for consideration
thereof.
That thereafter, pursuant to said resolution of its Board of
Directors, a meeting of the shareholders of said corporation was duly called and
held, at which meeting the necessary number of shares as required by statute
were voted in favor of the amendment(s).
SUCH AMENDMENT(S) WAS DULY ADOPTED IN ACCORDANCE WITH 18 O.S.
SS.1077.
IN WITNESS WHEREOF, said corporation has caused this certificate
to be signed by its President and attested by its Secretary, this 21st day of
June, 1996.
/s/ Richard A. Wimbish
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Richard A. Wimbish, President
ATTEST:
/s/ Barbara Reid
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Barbara Reid, Secretary
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FILED
AUG 10 1989
CERTIFICATE OF INCORPORATION
OF
DACNET, INC. OKLAHOMA SECRETARY
OF STATE
FIRST: The name of the corporation is DACNET, Inc.
SECOND: The address of the corporation's registered office in the
State of Oklahoma is 4110 South 100th E. Avenue, Suite 200, Tulsa, Oklahoma
74146. The name of the corporation's registered agent at such address is Charles
R. Dees.
THIRD: The purpose of the corporation is to engage in any lawful
act or activity for which corporations may be organized under the general
corporation law of the State of Oklahoma.
FOURTH: The total number of shares of stock which the corporation
shall have authority to issue is 50,000, each of the shares having a par value
of $1.00 thereby resulting in the corporation having total authorized capital
stock in the amount of $50.000 all of which shall be Common Stock.
At any time and from time to time when authorized by resolution of
the Board of Directors and without any action by its shareholders, the
corporation may issue or sell any shares of its capital stock of any class or
series, whether out of the unissued shares thereof authorized by the Certificate
of Incorporation of the corporation as originally filed or by an amendment
thereof or out of shares of its capital stock acquired by it after the issue
thereof, and whether or not the shares thereof so issued or sold shall confer
upon the holders thereof the right to exchange or convert such shares for or
into other shares of capital stock of the corporation of any class or classes or
any series thereof. When similarly authorized, but without any action by its
shareholders, the corporation may issue or grant rights, warrants or options, in
bearer or registered or such other form as the Board of Directors may determine,
for the purchase of shares of the capital stock of any class or series of the
corporation within such period of time, or without limit as to time, to such
aggregate number of shares, and at such price per share, as the Board of
Directors may determine. Such rights, warrants or options may be issued or
granted separately or in connection with the issue of any bonds, debentures,
notes, obligations or other evidences of indebtedness or shares of the capital
stock of any class or series of the corporation and for such consideration and
on such terms and conditions as the Board of Directors in its sole discretion
may determine. In each case, the consideration to be received by the corporation
for any such shares so issued or sold shall be such as shall be fixed from time
to time by resolution of the Board of Directors.
FIFTH: The name and mailing address of the sole incorporator is as
follows:
Name Mailing Address
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Michael T. Bass 2000 Fourth National Bank Building
Tulsa, Oklahoma 74119
SIXTH: In furtherance and not in limitation of the powers conferred
by statute, the Board of Directors is expressly authorized:
(a) To adopt, amend or repeal the Bylaws of the corporation.
(b) To authorize and cause to be executed or granted mortgages,
security interests and liens upon the real and personal property of the
corporation.
(c) 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.
(d) By a majority of the whole Board of Directors, to designate
one or more committees, each committee to consist of one (1) or more of the
directors of the corporation. The board may designate one (1) 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 Bylaws 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 Bylaws 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.
(e) 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 shareholders' meeting duly called upon such notice as is required by
law, 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 goodwill 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.
SEVENTH: 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 shareholders or any class of them, any court of equitable
jurisdiction within the State of Oklahoma, on the application in a summary way
of this corporation or of any creditor or shareholder thereof, or on the
application of any receiver or receivers appointed for this corporation under
the provisions of Section 1106 of Title 18 of the Oklahoma Statutes or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of Section 1100 of Title 18 of the
Oklahoma Statutes, may order a meeting of the creditors or class of creditors,
and/or of the shareholders or class of shareholders of this corporation, as the
case may be, to be summoned in such manner as the court directs. If a majority
in number representing three-fourths (3/4ths) in value of the creditors or class
of creditors, and/or of the shareholders or class of shareholders 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 compromise or arrangement and the reorganization shall, if
sanctioned by the court to which the application has been made, be binding on
all the creditors or class of creditors and/or on all the shareholders
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or class of shareholders of this corporation, as the case may be, and also on
this corporation.
EIGHTH: Meetings of shareholders may be held within or without the
State of Oklahoma, as the Bylaws may provide. The books of the corporation may
be kept (subject to applicable law) inside or outside the State of Oklahoma at
such place or places as may be designated from time to time by the Board of
Directors or in the Bylaws of the corporation. Elections of directors need not
be by written ballot unless the Bylaws of the corporation shall so provide.
NINTH: To the extent permitted by law, no contract or transaction
between the corporation and one or more of its directors or officers, or between
the corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers or have a financial interest, shall be void or voidable solely for this
reason, or solely because the directors or officers are present at or
participate in the meeting of the board or committee thereof which authorizes
the contract or transaction, or solely because the directors or officers or
their votes are counted for such purpose.
TENTH: The Board of Directors is expressly authorized to indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding whether civil,
criminal, administrative or investigative, other than an action by or in the
right of the corporation, by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses, including attorneys' fees, judgments, fines and amounts paid
in settlement to the extent and in the manner permitted by the laws of the State
of Oklahoma.
ELEVENTH: No director shall be personally liable to the corporation
or its shareholders for monetary damages for breach of such director's fiduciary
duty as a director, provided that this provision shall not eliminate or limit
the liability of a director as follows:
(a) For any breach of the director's duty of loyalty to the
corporation or its shareholders; or
(b) For acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of the law; or
(c) Any liability for the unlawful payment of dividends or an
unlawful stock redemption, in accordance with Section 1053 of Title 18 of the
Oklahoma Statutes; or
(d) Any transaction from which the director derived an improper
personal benefit.
TWELFTH: 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 law, and all rights conferred upon the
shareholders herein are granted subject to this reservation.
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THE UNDERSIGNED, being the sole incorporator hereinbefore named, for
the purpose of forming a corporation pursuant to the Oklahoma General
Corporation Act, makes this Certificate, hereby declaring and certifying that
this is the act and deed of the undersigned and that the facts herein stated are
true, as of this 8th day of August, 1989.
/s/ Michael T. Bass
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Michael T. Bass