EXHIBIT 3.26
ARTICLES OF ORGANIZATION
OF
PABTEX GP, LLC
The undersigned, acting as the sole organizer of a limited liability
company under the Texas Limited Liability Company Act (the "Act"), does hereby
adopt the following Articles of Organization for PABTEX GP, LLC (the "Company"):
ARTICLE ONE
The name of the Company is PABTEX GP, LLC.
ARTICLE TWO
The period of duration of the Company is perpetual.
ARTICLE THREE
The purpose for which the Company is organized is the transaction of any or
all lawful business for which limited liability companies may be organized under
the Act.
ARTICLE FOUR
The address of the initial registered office of the Company in Texas is
1021 Main St., Suite 1150, Houston, Texas 77002, and the name of the initial
registered agent of the Company at that address is CT Corporation System.
ARTICLE FIVE
The Company is to be managed by its members and shall have no managers. The
Regulations of the Company will be adopted by the members, and the power to
alter, amend and/or repeal the Regulations and/or adopt new Regulations is
vested in the members. The name and address of the initial member is as follows:
Southern Industrial Services, Inc.
c/o The Corporation Trust Company
1209 Orange Street
Wilmington, Delaware 19801
ARTICLE SIX
Any action required by the Act or the Texas Business Corporation Act
("TBCA") to be taken at any annual or special meeting of members, or any action
that may be taken at any annual or special meeting of members, 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
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signed by the holder or holders of membership interests 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 membership interests entitled to vote on the action
were present and voted. Prompt notice of the taking of any action by the members
without a meeting by less than unanimous written consent shall be given to those
members who did not consent in writing to the action.
ARTICLE SEVEN
No member shall have a preemptive right to acquire any membership interests
or securities of any class that may at any time be issued, sold, or offered for
sale by the Company.
ARTICLE EIGHT
A member of the Company shall not be liable to the Company or its members
for monetary damages for an act or omission in the member's capacity as a
member, except that this Article Eight does not eliminate or limit the liability
of a member to the extent the member is found liable for (i) a breach of the
member's duty of loyalty to the Company or its members; (ii) an act or omission
not in good faith that constitutes a breach of duty of the member to the Company
or an act or omission that involves intentional misconduct or a knowing
violation of the law; (iii) a transaction from which the member received an
improper benefit, whether or not the benefit resulted from an action taken
within the scope of the member's office; or (iv) an act or omission for which
the liability of a member is expressly provided in an applicable statute. Any
repeal or amendment of this Article Eight by the members of the Company shall be
prospective only and shall not adversely affect any limitation on the liability
of a member of the Company existing at the time of such repeal or amendment. In
addition to the circumstances in which the member of the Company is not liable
as set forth in the preceding sentences, the member shall not be liable to the
fullest extent permitted by any provision of the statutes of Texas hereafter
enacted that further limits the liability of a member or of a director of a
corporation.
ARTICLE NINE
The Company shall indemnify any person who was, is, or is threatened to be
made a named defendant or respondent in a proceeding (as hereinafter defined)
because the person (i) is or was a member or officer of the Company or (ii)
while a member or officer of the Company, is or was serving at the request of
the Company as a director, manager, officer, partner, venturer, proprietor,
trustee, employee, agent, or similar functionary of another foreign or domestic
corporation, partnership, joint venture, sole proprietorship, trust, employee
benefit plan, or other enterprise, to the fullest extent that a limited
liability company may grant indemnification to a member under the Act and the
TBCA, as the same exists or may hereafter be amended. Such right shall be a
contract right and as such shall run to the benefit of any member or officer who
is elected and accepts the position of member or officer of the Company or
elects to continue to serve as a member or officer of the Company while this
Article Nine is in effect. Any repeal or amendment of this Article Nine shall be
prospective only and shall not limit the rights of any such member or officer or
the obligations of the Company with respect to any claim arising from or related
to the services of such member or officer in any of the foregoing capacities
prior to any such repeal or amendment of this Article Nine. Such right shall
include the right to be paid or reimbursed by the Company for expenses incurred
in defending any such proceeding in advance
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of its final disposition to the maximum extent permitted under the Act and the
TBCA, as the same exists or may hereafter be amended. If a claim for
indemnification or advancement of expenses hereunder is not paid in full by the
Company within 90 days after a written claim has been received by the Company,
the claimant may at any time thereafter bring suit against the Company to
recover the unpaid amount of the claim, and if successful in whole or in part,
the claimant shall be entitled to be paid also the expenses of prosecuting such
claim. It shall be a defense to any such action that such indemnification or
advancement of costs of defense are not permitted under the Act and the TBCA,
but the burden of proving such defense shall be on the Company. Neither the
failure of the Company (including its members or any committee thereof, special
legal counsel, or members) to have made its determination prior to the
commencement of such action that indemnification of, or advancement of costs of
defense to, the claimant is permissible in the circumstances nor an actual
determination by the Company (including its members or any committee thereof,
special legal counsel, or members) that such indemnification or advancement is
not permissible, shall be a defense to the action or create a presumption that
such indemnification or advancement is not permissible. In the event of the
death of any person having a right of indemnification under the foregoing
provisions, such right shall inure to the benefit of his heirs, executors,
administrators, and personal representatives. The rights conferred above shall
not be exclusive of any other right which any person may have or hereafter
acquire under any statute, regulation, resolution of members or members,
agreement, or otherwise.
The Company may additionally indemnify any person covered by the grant of
mandatory indemnification contained above to such further extent as is permitted
by law and may indemnify any other person to the fullest extent permitted by
law.
To the extent permitted by then applicable law, the grant of mandatory
indemnification to any person pursuant to this Article Nine shall extend to
proceedings involving the negligence of such person.
As used herein, the term "proceeding" means any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative,
arbitrative, or investigative, any appeal in such an action, suit, or
proceeding, and any inquiry or investigation that could lead to such an action,
suit, or proceeding.
ARTICLE TEN
The name and address of the sole organizer of the Company is as follows:
Brian S. Johnson
c/o Jenkens & Gilchrist, P.C.
600 Congress Avenue, Suite 2200
Austin, Texas 78701
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IN WITNESS WHEREOF, these Articles of Organization have been executed on
the 22/nd/ day of December, 2000 by the undersigned, to be effective January 1,
2001.
SOLE ORGANIZER
/s/ Brian S. Johnson
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Brian S. Johnson
I, the undersigned organizer of PABTEX GP, LLC, a limited liability company
to be organized with the Texas Secretary of State, do hereby disclaim any and
all interests in said limited liability company.
/s/ Brian S. Johnson
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Brian S. Johnson
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