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EXHIBIT 3.1
[SEAL]
THE STATE OF TEXAS
SECRETARY OF STATE
IT IS HEREBY CERTIFIED that the attached is/are true and correct copies of
the following described document(s) on file in this office:
FWT, INC.
FILE NO. 154118-00
ARTICLES OF INCORPORATION MARCH 19, 1959
ARTICLES OF AMENDMENT SEPTEMBER 17, 1959
CHANGE OF REGISTERED OFFICE AND/OR AGENT JANUARY 15, 1062
ARTICLES OF AMENDMENT APRIL 24, 1967
CHANGE OF REGISTERED OFFICE AND/OR AGENT APRIL 26, 1977
ASSUMED NAME CERTIFICATE APRIL 11, 1986
ARTICLES OF AMENDMENT NOVEMBER 05, 1986
ARTICLES OF AMENDMENT NOVEMBER 30, 1990
ARTICLES OF AMENDMENT JULY 16, 1997
IN TESTIMONY WHEREOF, I have hereunto
signed my name officially and caused to
be impressed hereon the Seal of State at
my office in the City of Austin, on
November 4, 1997.
[SEAL]
/s/ ANTONIO O. GARZA, JR.
--------------------------------
Antonio O. Garza, Jr. MAC
Secretary of State
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ARTICLES OF INCORPORATION
WE, THE UNDERSIGNED natural persons of the age of twenty-one (21) years
or more, at least two of whom are citizens of the State of Texas, acting as
incorporators or a 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 TOMMY MOORE, INC.
ARTICLE TWO
The period of its duration is shall be fifty (50) years.
ARTICLE THREE
The purpose or purposes for which this corporation, TOMMY MOORE, INC.,
is organized are: the sale, erection and rental of antenna towers.
ARTICLE FOUR
The aggregate number of shares which this corporation, TOMMY MOORE,
INC., shall have authority to issue one hundred (100) shares with a par value
of TEN ($10.00) DOLLARS each.
ARTICLE FIVE
The TOMMY MOORE, INC. will not commence business until it has received
for the issuance of its shares consideration of the value of ONE THOUSAND
DOLLARS($l000.00) in actual cash paid in.
ARTICLE SIX
The post office address of its initial registered office is 2621
Cravens Rd., Fort Worth 12, Texas; and the name of its initial registered agent
at such address is Tommy Moore.
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ARTICLE SEVEN
The number of directors constituting the initial board of directors is
three (3), 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:
T. W. Moore President
George Parks Vice-President
Irvin W. Shelman Secretary-Treasurer
ARTICLE EIGHT
The names and addresses of the three incorporators are:
T. W. Moore 2621 Cravens Rd. Fort Worth 12, Texas
George Parks 3413 Bilglade Rd. Fort Worth, Texas
Irvin W. Shelman 5100 Cliffview Dr. Fort Worth 12, Texas
IN WITNESS WHEREOF, we have hereunto set our hands, this the 18th day
of March, 1959.
/s/ T.W. MOORE
------------------------------
T. W. Moore
/s/ GEORGE PARKS
------------------------------
George Parks
/s/ IRVIN W. SHELMAN
------------------------------
Irvin W. Shelman
THE STATE OF TEXAS
COUNTY OF TARRANT
I, Dorothy Downey, a notary public DO HEREBY CERTIFY THAT on this 18th
day of March, 1959, personally appeared before me, T. W. Moore, George Parks,
and Irvin W. Shelman, who each being by me first duly sworn, severally declared
that they are the persons who signed the foregoing document as incorporators,
and that the statements therein contained are true.
/s/ DOROTHY DOWNEY
[NOTARY SEAL] ------------------------------
Dorothy Downey Notary Public
in and for Tarrant County, Texas
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THE STATE OF TEXAS
AFFIDAVIT
COUNTY OF TARRANT
BEFORE ME, THE UNDERSIGNED AUTHORITY, on this day personally appeared
T. W. Moore, George Parks, And Irvin W. Shelman, known to me to be the persons
whose names are subscribed below, who, having first being duly sworn by me, on
oath deposed and said, each for himself:
"That they are the identical parties who executed the charter of TOMMY
MOORE, INC., which is sought to be incorporated under the laws of the State of
Texas; that 100% of the full amount of the capital stock with par value, to be
issued by said corporation, namely $1000.00 has been paid for and deposited in
the First National Bank of Handley, Fort Worth, Texas in an account titled TOMMY
MOORE, INC.; that the following are the names, residences and post office
addresses of the parties subscribing to the said capital stock as already paid
in:
T. W. Moore 2621 Cravens Rd. Fort Worth 12, Texas
George Parks 3413 Bilglade Rd. Fort Worth, Texas
Irvin W. Shelman 5100 Cliffview Dr. Fort Worth 12, Texas
That the amount subscribed by each and the amount already paid into
such proposed corporation by each is as follows:
NAMES AMOUNT SUBSCRIBED AMOUNT PAID
T. W. Moore $ 500.00 $ 500.00
George Parks 20.00 20.00
Irvin W. Shelman 80.00 80.00
Betty Jo Moore 400.00 400.00
The above described payments being made all in cash.
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/s/ T. W. MOORE
------------------------------
T. W. Moore
/s/ GEORGE PARKS
------------------------------
George Parks
/s/ IRVIN W. SHELMAN
------------------------------
Irvin W. Shelman
THE STATE OF TEXAS
COUNTY OF TARRANT
I, Dorothy Downey, a notary public DO HEREBY CERTIFY THAT on this 18th
day of March, 1959, personally appeared before me, T. W. Moore, George Parks,
and Irvin W. Shelman, who each being by me first duly sworn, severally declared
that they are the persons who signed the foregoing document as incorporators,
and that the statements therein contained are true.
/s/ DOROTHY DOWNEY
------------------------------
Dorothy Downey Notary Public
in and for Tarrant County, Texas
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ARTICLES OF AMENDMENT
1. The name of the Corporation is TOMMY MOORE, INC., charter
number 154118.
2. Article THREE is amended to read: "The purpose or purposes for
which the Corporation is organized are:
(a) To engage in a general mercantile business.
(b) To render and charge for services of every kind and
character which the Corporation may legally perform.
(c) To engage in a general manufacturing and distributing
business, and to do everything necessary, proper,
advisable or convenient for the accomplishment of the
purposes hereinabove set forth."
Article FOUR is amended to read: "The aggregate number of shares which
this Corporation, TOMMY MOORE, INC., shall have authority to issue is ONE
THOUSAND (1000) shares with a par value of TEN ($10.00) DOLLARS EACH.
3. The date of the adoption of the amendments by the stock-
holders is August 15, 1959.
4. The number of shares outstanding was ONE HUNDRED (100)
The number of shares entitled to vote on the amendment was ONE
HUNDRED (100).
5. The number of shares voting for the amendment was ONE HUNDRED
(100) and none voted against it.
TOMMY MOORE, INC.
by /s/ T.W. MOORE
------------------------------
PRESIDENT
ATTEST:
/s/ B. MOORE
- ------------------------------
Secretary
THE STATE OF TEXAS
COUNTY OF TARRANT
I, C. L. McLaughlin, a notary public DO HEREBY CERTIFY THAT on this
15th. day of September, 1959, personally appeared before me, T. W. Moore,
President, TOMMY MOORE, INC., being by me first duly sworn, severally declare
that he is the person who signed the foregoing document, and that the
statements therein contained are true.
/s/ C.L. MCLAUGHLIN
--------------------------------
C. L. McLaughlin, Notary Public
in and for Tarrant County, Texas
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Secretary of State
Austin, Texas
Gentlemen:
It is the desire of TOMMY MOORE, INC., charter number 154118 to
change the Post office address of its registered office.
The following information is hereby furnished:
1. The name of the corporation is TOMMY MOORE, INC.
2. Current address of registered office is 2621 Cravens Rd., Fort Worth,
Texas.
3. New address of registered office is to be 6404 Brentwood Dr., Fort
Worth, Texas.
4. The name of the registered agent is T. W. Moore.
5. The Post office address of the registered office and the Post office
address of the business office of the registered agent are identical.
6. The change of address of the registered office was authorized by
resolution duly adopted by the board of directors.
Enclosed please find Money Order for $1.00 to cover the cost of the
change of address.
If further information is needed, please advise.
TOMMY MOORE INC.
by /s/ T.W. MOORE
------------------------------
PRESIDENT
ATTEST:
/s/ B. MOORE
- ------------------------------
Secretary
THE STATE OF TEXAS
COUNTY OF TARRANT
I, Claudia M. Franklin, a notary public DO HEREBY CERTIFY THAT on this
l9th day of December 1961, personally appeared before me, T. W. Moore,
President, TOMMY MOORE, INC., being by me first duly sworn, severally declare
that he is the person who signed the foregoing document, and that the
statements therein contained are true.
/s/ CLAUDIA M. FRANKLIN
----------------------------------
Claudia M. Franklin Notary Public
In and for Tarrant County, Texas
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ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
TOMMY MOORE, 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 ONE. The name of the corporation is TOMMY MOORE, INC.
ARTICLE TWO. The following amendments to the Articles of Incorporation
were adopted by the shareholders of the corporation on April 14, 1967:
1. "ARTICLE TWO: The period of its duration is
perpetual."
2. "ARTICLE THREE: The purposes for which this
corporation is organized are:
(a) To engage in the business of selling, erecting, and
renting antenna towers.
(b) To engage in the business of farming and ranching,
but without authority to engage in the business of operating stockyards or of
slaughtering, refrigerating, canning, curing or packing meat.
(c) To engage at wholesale or retail in the mercantile
business.
(d) To manufacture, distribute and sell articles, machines, goods,
wares or merchandise.
(e) To own, utilize, license or otherwise deal with respect to
patents, copyrights, licenses and permits.
(f) To own, improve, subdivide, sell, rent or lease real estate
to the extent, but only to the extent, that such ownership, improvement,
subdivision, selling, renting or leasing is not contrary to the laws of the
State where such real estate is located; and subject specifically to the
limitations and restrictions of Article 1302-4.05, Miscellaneous Corporation
Laws Act, Vernon's Civil Statutes of the State of Texas, Annotated."
ARTICLE THREE. The number of shares of the corporation outstanding at
the time of such adoption was 1000, and the number of shares entitled to vote
thereon was 100.
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ARTICLE FOUR. The number of shares voted for such amendments was 100,
and the number of shares voted against such amendments was none.
Dated April 19, 1967.
TOMMY MOORE, INC.
By /s/ T.W. MOORE
------------------------------
President
And /s/ B. MOORE
------------------------------
Secretary
STATE OF TEXAS )
:
COUNTY OF TARRANT )
I, Zella Mae Horton, a Notary Public, do hereby certify that on this
19th day of April, 1967, personally appeared before me T. W. Moore, who
declared he is the 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/ ZELLA MAE HORTON
---------------------------------------
Notary Public for Tarrant County, Texas
My Commission expires: 6/l/67
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STATEMENT OF CHANGE
OF REGISTERED OFFICE OF
TOMMY MOORE, INC.
Pursuant to the provisions of Article 2.10 of the Texas Business
Corporation Act, the undersigned corporation organized under the laws of the
State of Texas, submits the following statement for the purpose of changing its
registered office in the State of Texas:
1. The name of the corporation is TOMMY MOORE, INC.
2. The post office address of its present registered
office is 6404 Brentwood Dr., Fort Worth, Texas.
3. The post office address to which its registered
office is to be changed is 1901 East Loop 820 South, Fort Worth, Texas 76112.
4. There is no change in its present registered agent,
Tommy Moore.
5. The post office address of its registered office and
the post office address of the business office of its registered agent, as
changed, will be identical.
6. Such change was authorized by resolution duly adopted
by its Board of Directors.
Dated April 11th, 1977.
TOMMY MOORE, INC.
By /s/ T.W. MOORE
------------------------------
President
and /s/ B. MOORE
------------------------------
Secretary
SWORN TO April 11th, 1977.
/s/ ILLEGIBLE
-------------------------------
Notary Pubic in and for Tarrant
County, Texas. My Commission
Expires: July 13, 1978
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ASSUMED NAME CERTIFICATE
1. The name under which the business is or is to be conducted or rendered
is (FORT WORTH TOWER COMPANY.)
2. The name of the incorporated business as stated in its Articles of
Incorporation is Tommy Moore, Inc., and the charter number is 154118.
3. The state under the laws of which it was incorporated is Texas, and
the address of its registered or similar office in that jurisdiction
is 1901 East Loop 820 South, Fort Worth, Texas 76112.
4. The period during which the assumed name will be used is ten (10)
years.
5. The corporation is a business corporation.
6. The address of the registered office is 1901 East Loop 820 South, Fort
Worth, Texas 76112, and the name of its registered agent at such
address is Betty Moore. The address of the principal office is 1901
East Loop 820 South, Fort Worth, Texas 76112.
7. The county or counties where business or professional services are
being or are to be conducted or rendered under such assumed name are
as follows: All Counties in the State of Texas.
TOMMY MOORE, INC.
BY: /s/ B. MOORE
----------------------------------
B.MOORE, SECRETARY-TREASURER
Before me on this 9th day of April, 1986, personally appeared B. Moore,
Secretary-Treasurer of Tommy Moore, Inc., a Texas Corporation, and acknowledged
to me that she executed the foregoing certificate for the purposes therein
expressed.
/s/ SUSAN TERRELL
---------------------------------------
Notary Public, State of Texas
10/17/89
--------------------------------------
Commission Expires
Susan Terrell
--------------------------------------
Printed Name
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ARTICLES OF AMENDMENT BY THE
SHAREHOLDERS TO THE
ARTICLES OF INCORPORATION
OF TOMMY MOORE, 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 the name of the
corporation.
ARTICLE ONE. The name of the corporation is TOMMY MOORE, INC.
ARTICLE TWO. The following amendment to the Articles of Incorporation
was adopted by the shareholders of the corporation on November 4, 1986:
Article One of the Articles of Incorporation is hereby amended
to read as follows: "The name of the corporation is FORT WORTH TOWER
COMPANY, INC."
ARTICLE THREE. The number of shares of the Corporation outstanding
at the time of such adoption was 100; and the number of shares entitled to vote
thereon was 100.
ARTICLE FOUR. The number of shares voted for such amendment was 100;
and the number of shares voted against such amendment was 0.
DATED: November 4, 1986.
TOMMY MOORE, INC.
By: /s/ TOMMY MOORE
-------------------------------------
Tommy Moore, President
By: /s/ BETTY MOORE
-------------------------------------
Betty Moore, Secretary - Treasurer
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STATE OF TEXAS Section
Section
COUNTY OF TARRANT Section
I, a Notary Public, do hereby certify that on this 4th day of
November, 1986, personally appeared before me Tommy Moore, who being by me
first duly sworn, declared that he is the president of Tommy Moore, Inc., that
he signed the foregoing document as president of said corporation and that the
statements therein are true.
/s/ SUSAN TERRELL
-------------------------------------
Notary Public, State of Texas
My Commission expires: Notary's Printed Name:
10/17/89 Susan Terrell
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ARTICLES OF AMENDMENT BY THE
SHAREHOLDERS TO THE
ARTICLES OF INCORPORATION
OF FORT WORTH TOWER COMPANY, INC.
Pursuant to the provisions of the 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 the name of the
corporation.
ARTICLE ONE. The name of the corporation is FORT WORTH TOWER COMPANY,
INC.
ARTICLE TWO. The following amendment to the Articles of Incorporation
was adopted by the shareholders of the corporation on November 19, 1990:
Article One of the articles of Incorporation is hereby amended
to read as follows: "The name of the corporation is FWT, INC."
ARTICLE THREE. The number of shares of the Corporation outstanding at
the time of such adoption was 372; and the number of shares entitled to vote
thereon was 372.
ARTICLE FOUR. The number of shares voted for such amendment was 372;
and the number of shares voted against such amendment was 0.
DATED: November 19, 1990.
FORT WORTH TOWER COMPANY, INC.
By: /s/ TOMMY MOORE
------------------------------------
Tommy Moore, President
By: /s/ BETTY MOORE
------------------------------------
Betty Moore, Secretary - Treasurer
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CORPORATION ACKNOWLEDGEMENT
THE STATE OF TEXAS, )
COUNTY OF TARRANT )
BEFORE ME, the undersigned, a Notary Public in and for said County and
State, on this day personally appeared TOMMY MOORE, PRESIDENT AND BETTY MOORE,
SECRETARY/TREASURER, known to me to be the person and office whose name is
subscribed to the foregoing instrument and acknowledged to me that the same was
the act of the said FORT WORTH TOWER COMPANY, INC. a corporation, and that they
executed the same as the act of such corporation for the purposes and
consideration therein expressed, and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the 19th day of November,
A.D. 1990.
/s/ BILLY J. BALLWEG
------------------------------------------------
Notary Public in and for Tarrant County, Texas
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ARTICLES OF AMENDMENT BY THE
SHAREHOLDERS TO THE
ARTICLES OF INCORPORATION
OF FWT, 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 changes the percentage of
outstanding shares of stock required to approve the sale or other disposition
of all or substantially all of the assets of the Corporation.
ARTICLE ONE. The name of the corporation is FWT, INC. (the
"Corporation").
ARTICLE TWO. The following amendment to the Articles of Incorporation
was adopted by the shareholders of the Corporation on June 27, 1997:
The following new Article Nine is an addition to the original
Articles of Incorporation and the full text of the Article added reads
as follows:
ARTICLE NINE
DISPOSITION OF SUBSTANTIALLY ALL CORPORATE ASSETS
The Corporation may sell, lease, convey, exchange, transfer or
otherwise dispose of all or substantially all of its assets if the
principal terms are approved by the Board of Directors of the
Corporation and the principal terms are approved by the vote or the
written consent of the
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holders of in excess of fifty percent (50.0%) of the outstanding
voting shares of the Corporation and not otherwise.
ARTICLE THREE. The number of shares of the Corporation outstanding at
the time of such adoption was 376; and the number of shares entitled to vote
thereon was 376.
ARTICLE FOUR. The number of shares voted for such amendment was 376
and the number of shares voted against such amendment was zero.
DATED: June 30, 1997.
FWT, INC.
By: /s/ BETTY MOORE
----------------------------------
Betty Moore, Secretary - Treasurer
STATE OF TEXAS Section
Section
COUNTY OF TARRANT Section
I, a Notary Public, do hereby certify that on this 30th day of June,
1997, personally appeared before me Betty Moore, secretary-treasurer of FWT,
Inc., that she signed the foregoing document as secretary-treasurer of said
corporation and that the statements therein are true.
[seal] DONNA L. HAYEK
MY COMMISSION EXPIRES
January 11, 1999
/s/ DONNA L. HAYEK
-----------------------------------
Notary Public, State of Texas
My Commission expires: Notary's Printed Name:
1-11-99 Donna L. Hayek
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