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EXHIBIT 3.127
CERTIFICATE OF INCORPORATION
OF
CREATIVE RESOURCES, INC.
FIRST. The name of the Corporation is:
CREATIVE RESOURCES, INC.
SECOND. The address of the registered office of the Corporation in the
State of Oklahoma is 2600 Bank IV Center, 15 West Sixth Street, City of Tulsa,
County of Tulsa, State of Oklahoma 74119. The name of its registered agent at
such address is Kenneth F. Albright.
THIRD. The nature of the business or purposes to be conducted or
promoted by the Corporation is:
(a) To engage in any lawful act or activity for which
corporations may be organized under the General Corporation Act of
Oklahoma;
(b) In general, to possess and exercise all the powers and
privileges granted by the General Corporation Act of Oklahoma or by
any other law of Oklahoma or by this Certificate of Incorporation,
together with any powers incidental thereto, so far as such powers and
privileges are necessary or convenient to the conduct, promotion or
attainment of the businesses or purposes of the Corporation.
The businesses and purposes specified in the foregoing clauses shall,
except where otherwise expressed, be in no way limited or restricted by
reference to, or inference from, the terms of any other clause in this
Certificate of Incorporation, but the businesses and purposes specified in each
of the foregoing clauses of this article shall be regarded as independent
businesses and purposes.
FOURTH. The total number of shares of stock which the Corporation
shall be authorized to issue is Ten Thousand (10,000) shares of Common Stock of
the par value of One Dollar ($1.00) per share, amounting in the aggregate to
Ten Thousand Dollars ($10,000).
FIFTH. The name and mailing address of the incorporator is as follows:
NAME MAILING ADDRESS
Kenneth F. Albright 2600 Bank IV Center
Tulsa, Oklahoma 74119
SIXTH. The Corporation shall have perpetual existence.
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SEVENTH. In furtherance and not in limitation of the powers conferred
by statute, the Board of Directors is expressly authorized:
To make, alter or repeal the bylaws of the Corporation.
To authorize and cause to be executed mortgages and liens upon
the real and personal property of the Corporation.
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.
By a majority of the whole Board, to designate one or more
committees, each committee to consist of one or more of the Directors
of the Corporation. The Board may designate one or more Directors as
alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. The bylaws may
provide that in the absence or disqualification of a member of a
committee, 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. Any such committee, to the extent provided in the
resolution of the Board of Directors or in the bylaws of the
Corporation, shall have and may exercise all the powers and authority
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, but no
such committee shall have such power or authority in reference to
amending the Certificate of Incorporation, adopting an agreement of
merger or consolidation, recommending to the shareholders the sale,
lease or exchange of all or substantially all of the Corporation's
property and assets, recommending to the shareholders a dissolution of
the Corporation or a revocation of a dissolution, or amending the
bylaws of the Corporation; and, unless the resolution or bylaws
expressly so provide, no such committee shall have the power or
authority to declare a dividend or to authorize the issuance of stock,
or to adopt a Certificate of Ownership and Merger pursuant to the
provisions of Section 1083 of Title 18 of the Oklahoma Statutes. As
used in this Article Seventh, "whole Board" means the total number of
Directors which the Corporation would have if there were no vacancies.
When and as authorized by the shareholders in accordance with
statute, to sell, lease or exchange all or substantially all of the
property and assets of the Corporation, including its good will and
its corporate franchises, upon such terms and conditions and for such
consideration, which may consist
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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 may deem expedient and for the best interests
of the Corporation.
EIGHTH. 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 may, 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, order a meeting of the creditors or class of creditors,
and/or of the shareholders or a 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 (3/4) 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 a consequence of such compromise or
arrangement, the compromise or arrangement and the reorganization, if sanctioned
by the court to which the application has been made, shall be binding on all the
creditors or class of creditors, and/or on all the shareholders or class of
shareholders, of this Corporation, as the case may be, and also on this
Corporation.
NINTH. 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 any provision contained in the Oklahoma Statutes) 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.
TENTH. 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 statute, and all rights conferred upon
the shareholders herein are granted subject to this reservation.
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I, the undersigned incorporator hereinbefore named, for the purpose of
forming a corporation pursuant to the General Corporation Act of the State of
Oklahoma, do make this certificate, hereby declaring and certifying that this
is my act and deed and the facts herein stated are true, and accordingly have
hereunto set my hands this 29th day of November, 1995.
/s/ KENNETH F. ALBRIGHT
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Kenneth F. Albright