EXHIBIT 3.47
ARTICLES OF INCORPORATION
OF
WEBCO ENGINEERING CO.
KNOW ALL MEN BY THESE PRESENTS: That I, the undersigned, being a natural
person of the age of twenty-one years or more and desiring to form a corporation
under "The General and Business Corporation Law of Missouri" do hereby adopt the
following Articles of Incorporation:
ARTICLE I
The name of the corporation shall be WEBCO ENGINEERING CO.
ARTICLE II
The address of its initial registered office in the State of Missouri is
2315 East Trafficway, Springfield, Missouri 65802, and the name of its
registered agent at such address is William E. Bennett.
ARTICLE III
The aggregate number of shares which the corporation shall have authority
to issue shall be One Hundred Thousand (100,000), all of which shares shall have
a par value of One Dollar ($1.00), amounting in the aggregate to One Hundred
Thousand Dollars ($100,000.00).
There are no preferences, qualifications, limitations or restrictions upon
said shares with the exception that no stockholder of the corporation shall have
any preemptive rights or preferential rights of subscription to any shares of
the corporation, whether now or hereafter authorized, or to any obligations
convertible into stock of the corporation, issued or sold, or any right of
subscription to any thereof other than such, if any, and at such price as the
Board of Directors, in its discretion from time to time may determine, pursuant
to the authority hereby conferred by this Certificate of Incorporation, and the
Board of Directors may issue stock of the
corporation or obligations convertible into stock without offering such issue of
stock either in whole or in part to the other stockholders of the corporation.
Should the Board of Directors as to any portion of the stock of the corporation
whether now or hereafter authorized, or to any obligation convertible into stock
of the corporation, offer the same to the stockholders of any class thereof,
such offer shall not in any way constitute a waiver or release of the right of
the Board of Directors subsequently to dispose of other portions of such stock
or obligations without so offering the same to the stockholders. The acceptance
of stock in the corporation shall be a waiver of any such preemptive or
preferential rights which in the absence of this provision might otherwise be
asserted by stockholders of the corporation, or any of them.
ARTICLE IV
The number of shares to be issued before the corporation shall commence
business is Five Thousand (5,000), all of which shares are of a par value of One
Dollar ($1.00) each, and the consideration to be paid therefor and the capital
with which the corporation shall commence business is Five Thousand Dollars
($5,000.00).
All of said Five Thousand Dollars ($5,000.00) has been paid in lawful
money of the United States at the time of the execution of these Articles.
ARTICLE V
The name and place of residence and the number of shares subscribed for
and paid for by the organizer of the corporation is as follows:
NUMBER
NAME RESIDENCE OF SHARES
- ---- --------- ---------
William E. Bennett 2315 East Trafficway 5,000
Springfield, MO 65802
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ARTICLE VI
The number of Directors to be elected at the first meeting of the
shareholders is three (3). The Directors of the corporation may, by a majority
vote, amend the bylaws of the corporation at any meeting of the Board of
Directors provided, however, that the Board of Directors shall take no such
action contrary to the provisions of any regulation of the shareholders
directing them not to do so.
ARTICLE VII
The duration of the corporation shall be perpetual.
ARTICLE VIII
The corporation is formed for the following purposes:
To make estimates for itself and for others, and to bid upon, enter
into, and carry out the contracts for the construction of buildings,
heating units, cooling units, power plants, fortifications, developments,
transmission lines, and general building and renovation of buildings.
To do building, structural, construction, erection, surveying,
dredging, shoring, wrecking, salvage and general building work of every
kind in every part of the world.
To manufacture or otherwise produce, assemble, buy, sell, and deal
in all types of building materials and equipment, and all kinds of
supplies and equipment for builders, electricians, engineers, and
contractors.
To acquire, use, employ, sell and deal in all suitable means,
apparatus, machinery, contrivances, equipment, and facilities for the
prosecution of such contracting business.
To carry on the business of a professional engineer for
construction, manufacturing and design facilities of all kinds and nature.
To do a general commission business and to accept consignments of
merchandise for sale upon commission; to act as selling agents for
manufacturers merchants, and others; to purchase accounts, to finance
products of manufacturing plants, mills, or merchants, and to finance
accounts and sales; provide office and sales forces for manufacturers,
mills and others; to buy and sell all kinds of merchandise; and to act as
a factor generally.
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To purchase or otherwise acquire any lands, houses, offices,
workshops, buildings and the premises, and any fixed and movable
machinery, tools, engines, plant, implements, patterns, stock in trade,
patents, and patent rights, convenient to be used in or about the trade or
business of engineering and construction. To enter into any contracts in
relation thereto, and to erect, construct, maintain, alter, repair, pull
down and restore, either alone or jointly with other companies or persons,
works of all descriptions including wharfs, docks, piers, railways,
waterways, roads, bridges, warehouses, factories, mills, engines,
highways, ships and vessels of every description, gas works, electric
works, water works, drainage and sewer works, and buildings of every
description.
To engage in the business of erecting, designing, planning,
constructing, altering, under contract or otherwise, trailer parks,
shopping centers, rental centers, sales centers, utility services, plants,
buildings and all other structures or construction, of whatever kind or
nature, to make estimates, on and bid for the construction of buildings,
structures or improvements and to do every act and thing commonly done by
building contractors; and, to buy and sell building materials and to enter
into contracts for the services of others in all types of construction
business.
To enter into the business of supplying any town, city, village,
district or neighborhood with gas, electricity or water and to enter into
the operations and business of a public utility company, with full power
to manufacture, buy, sell, obtain for resale and to furnish such
quantities of gas, electricity or water as may be required by any city,
town, village, district or neighborhood wherever located for public or
private buildings or for other purposes; to purchase and sell or procure
such goods, wares, merchandise, machinery, equipment, materials and
supplies of all kinds necessary to such utility operation; to furnish,
perform, negotiate and secure engineering and contracting services, and to
do and perform construction work therefor; to lay, install, maintain and
provide conductors for conveying gas, electricity or water through
streets, alleys and squares of any city, town, village or unpopulated area
with the consent of municipal authorities therefor under such reasonable
regulations as such authorities may prescribe, and to set poles, pipes,
abutments, wires and other fixtures, along, across or under any public
roads, streets and lands of this state in such manner as not to incommode
the public in the use of such roads, streets and waters, all in accordance
with the laws of the State of Missouri in such cases made and provided.
To own, lease, operate and manage shopping centers, rental sales
outlets, trailer parks, trailer sales centers, repair facilities,
equipment and all types of accessories and construction apparatus,
supplies, tools, equipment and all other types of machinery and personal
property of every kind and description related to mobile homes, mobile
home parks, mobile home rentals and sales, and the furnishing,
constructing and maintaining
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of utility services to trailer parks and mobile home sites in any state in
the United States of America or any of its possessions, or in any foreign
country.
To apply for and obtain or cause to be obtained from the Federal
Housing Administration and its Commissioner, hereinafter called the
"Commissioner", a contract or contracts of mortgage insurance pursuant to
the provisions of the National Housing Act, as amended, under any of its
various sections, covering bonds, notes and other evidences of
indebtedness issued by this corporation and any indenture of mortgage or
deed of trust securing the same; and not withstanding any other provision
herein contained the corporation is authorized to enter into any contract
or regulatory agreement with the Federal Housing Administration, and its
duly appointed Commissioner, and it shall be bound by the terms thereof so
as to enable the Commissioner to carry out the provisions of the National
Housing Act, as amended; and, upon execution, the contract or regulatory
agreement shall be binding upon the corporation, its successors and
assigns, so long as a mortgage or deed of trust is outstanding, unpaid and
insured or held by the Federal Housing Commissioner.
To act as a manufacturer's representative for all types of
equipment, accessories and supplies of all kinds and description in places
where the corporation may be authorized now or hereafter to do business.
To purchase, hold, sell and transfer the shares of its own capital
stock; provided it, shall not use its funds or property for the purchase
of its own shares of capital stock when such use would cause any
impairment of its capital except as otherwise permitted by law; and
providing further that shares of its own capital stock belonging to it
shall not be voted either directly or indirectly.
To borrow money, issue notes, bonds, debentures, or other
obligations of the corporation, and to secure the payment of same by
mortgage, pledge, deed of trust, or other instruments of writing.
To acquire hold, use, sell, assign, lease, grant licenses in respect
of, mortgage, or otherwise dispose of Letters Patent of the United States
or any foreign country, Patent rights, licenses and privileges,
inventions, improvements and processes, copyrights, trademarks and trade
names, relating to or useful in connection with any business of this
corporation.
To acquire, and to pay in cash, stock or bonds of this corporation
or otherwise, the goodwill, rights, assets and property, and to undertake
or assume the whole or any part of the obligations or liabilities of any
person, firm, association or incorporation engaged in the same or similar
business.
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To purchase, hold, sell, assign, transfer, mortgage, pledge or
otherwise dispose of shares of the capital stock of, or any bonds,
securities or evidences of indebtedness created by any other corporation
or corporations organized under the laws of this state or any other state,
country, nation or government, and while the owner thereof to exercise all
the rights, powers and privileges of said ownership.
To purchase, lease, hire or otherwise acquire real and personal
property, improved or unimproved, of every kind and description, including
franchises, easements, permits, licenses and rights in property of every
nature, and to hold, sell, dispose of, convey, mortgage, pledge, manage,
lease, operate, develop, contract, build, erect, maintain, construct and
reconstruct such property; to act as escrow agent in all types of
transactions; to abstract and certify titles to real estate; and to buy,
handle and sell all kinds of property, develop shopping centers, rent all
kinds of property, collect rents, loan money, locate and lay out town
sites and city additions; act as agents or brokers for others in said
endeavors; and to deal, transact and carry on any and all such business as
may arise out of or be connected with the carrying on of the
above-mentioned purposes of the corporation.
To do and perform or to cause to be done or performed any and every
act and thing necessary, proper or convenient to be done or performed in
order to carry out the purposes of this corporation; the foregoing
enumeration of specific powers shall not be construed to limit or restrict
the exercise of all the legal rights, privileges and powers of such
corporation which it shall be permitted to do and shall be permitted to do
any and all kinds of business not otherwise prohibited by law.
IN WITNESS WHEREOF, these Articles of Incorporation have been duly
executed this 21st day of January, 1977.
/s/ William E. Bennett
-------------------------------
William E. Bennett
STATE OF MISSOURI )
) SS.
COUNTY OF GREENE )
I, D. Nadine Sellers, Notary Public, do hereby certify that on the 21st
day of January, 1977, personally appeared before me WILLIAM E. BENNETT, who
being by me duly sworn,
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declared that he is the person who signed the foregoing document as
incorporator, and that the statements therein contained are true and correct.
/s/ D. Nadine Sellers
-----------------------------------
Notary Public
My Commission expires:
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STATE OF MISSOURI
Judith K. Moriarty, Secretary of State
P.O. Box 778, Jefferson City, Mo. 65102
Corporation Division
AMENDMENT OF ARTICLES OF INCORPORATION
(TO BE SUBMITTED IN DUPLICATE)
Pursuant to the provisions of The General and Business Corporation Law of
Missouri, the undersigned Corporation certifies the following:
The present name of the Corporation is Webco Engineering Co.
The name under which it was originally organized was Webco
Engineering Co.
An Amendment to the Corporation's Articles of Incorporation was adopted by the
shareholders on November 1, 1994.
Article Number VI is amended to read as follows:
The first sentence of Article VI is amended, and shall now read:
"The number of Directors to constitute the Board of Directors is
one (1)."
(See attached fly sheet.)
Of the 22,000 shares outstanding, 22,000 of such shares were entitled to vote on
such amendment.
The number of outstanding shares of any class ENTITLED TO VOTE THEREON AS
A CLASS were as follows:
Class Number of Outstanding Shares
Common 22,000
The number of shares voted for and against the amendment was as follows:
Class No. Voted For No. Voted Against
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Common 22,000 -0-
If the amendment changed the number or par value of authorized shares having a
par value, the amount in dollars of authorized shares having a par value as
changed is:
Not applicable
If the amendment changed the number of authorized shares without par value,
the authorized number of shares without par value as changed and the
consideration proposed to be received for such increased authorized shares
without par value as are to be presently issued are:
Not applicable
If the amendment provides for an exchange, reclassification, or cancellation of
issued shares, or a reduction of the number of authorized shares of any class
below the number of issued shares of that class, the following is a statement
of the manner in which such reduction shall be effected:
Not applicable
IN WITNESS WHEREOF, the undersigned, Robert J. Carter, President has
executed this instrument and its Secretary, Robert J. Carter has affixed its
corporate seal hereto and attested said seal on the 6th day of December, 1994.
WEBCO ENGINEERING CO.
ATTEST:
/s/ Robert J. Carter By /s/ Robert J. Carter
- --------------------------- -----------------------------
Secretary or Assistant Secretary President or Vice President
State of Missouri )
) ss.
County of Greene )
I, B. Lee Lilly, a Notary Public, do hereby certify that on this 6th day of
December, 1994, personally appeared before me Robert J. Carter who, being by me
first duly sworn, declared that
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he is the President of Webco Engineering Co. that he signed the foregoing
documents as President of the Corporation, and that the statements therein
contained are true.
/s/ B. Lee Lilly
-------------------------------
Notary Public
My Commission Expires ____________
3.a. Article Number I is amended to read as follows:
The first sentence of Article I is amended, and shall now read:
"The name of the corporation shall be Webco, Inc."
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AMENDMENT OF
ARTICLES OF INCORPORATION
OF
WEBCO ENGINEERING CO.
Pursuant to the provisions of The General and Business Corporation Law of
Missouri, the undersigned Corporation certifies the following:
The present name of the Corporation Is WEBCO ENGINEERING CO. The name under
which it was originally organized was WEBCO ENGINEERING CO.
An amendment to the Corporation's Articles of Incorporation was adopted by the
shareholders on November 2, 1989.
Article VI is amended to read as follows:
"ARTICLE VI
Two (2) directors shall constitute the Board of Directors.
Thereafter, the number of directors shall be fixed by, or in the
manner provided in, the Bylaws of the corporation, and any change in
the number of directors shall be reported to the Secretary of State
within thirty (30) days of such change. The property and business of
the corporation shall be controlled and managed by the Board of
Directors. In addition to the other powers and duties from time to
time delegated to it by the stockholders, the Board of Directors
shall have the power to make, alter, amend or repeal the Bylaws of
the corporation."
Of the 22,000 shares outstanding, 22,000 of such shares were entitled to vote on
such amendment. The number of outstanding shares of any class entitled to vote
thereon as a class were as follows:
Number of
Class Outstanding Shares
- ----- ------------------
Common 22,000
The number of shares voted for and against the amendment was as follows:
Class No. Voted For No. Voted Against
- ----- ------------- -----------------
Common 22,000 0
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IN WITNESS WHEREOF, the undersigned President has executed this instrument
and its Secretary has affixed its corporate seal hereto and attested said seal
on the 2nd day of November, 1989.
WEBCO ENGINEERING CO.
By: /s/ Robert J. Carter
-----------------------------
Robert J. Carter, President
(Corporate Seal)
ATTEST:
/s/ Lynette Carter
- ----------------------------
Lynette Carter, Secretary
STATE OF MISSOURI )
) ss.
COUNTY OF GREENE )
I, Garry E. Champion, a Notary Public, do hereby certify that on this 2nd
day of November, 1989, personally appeared before me ROBERT J. CARTER, who,
being by me first duly sworn, declared that he is the President of WEBCO
ENGINEERING CO., that he signed the foregoing document as President of the
corporation, and that the statements therein contained are true.
/s/ Garry E. Champion
------------------------------------
Notary Public
My Commission Expires:
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STATE OF MISSOURI
Matt Blunt, Secretary of State
P.O. Box 778, Jefferson City, Mo. 65102
Corporation Division
AMENDMENT OF ARTICLES OF INCORPORATION
FOR A GENERAL BUSINESS OR CLOSE CORPORATION
Pursuant to the provisions of the General and Business Corporation Law of
Missouri, the undersigned Corporation certifies the following:
1. The present name of the Corporation is Webco, Inc.
The name under which it was originally organized was Webco Engineering
Co.
2. An Amendment to the Corporation's Articles of Incorporation was adopted by
the shareholders on September 27, 2004.
3. Article Number VI is amended to read as follows:
The first sentence of Article VI is amended, and shall now read: "The
number of Directors to constitute the Board of Directors is two (2)."
(If more than one article is to be amended or more space is needed
attach additional pages)
4. Of the 22,000 shares outstanding, 22,000 of such shares were entitled to
vote on such amendment.
The number of outstanding shares of any class ENTITLED TO VOTE THEREON
AS A CLASS were as follows:
Class Number of Outstanding Shares
Common 22,000
5. The number of shares voted for and against the amendment was as follows:
Class No. Voted For No. Voted Against
Common 22,000 0
6. If the amendment provides for an exchange, reclassification, or
cancellation of issued shares, or a reduction of the number of authorized
shares of any class below the number of issued shares of that class, the
following is a statement of the manner in which such reduction shall be
effected:
7. If the effective date of the amendment is to be a date other than the date
of filing of the certificate of amendment with the Secretary of State,
then the effective date, which shall be no more than 90 days following the
filing date, shall be specified: _____________
In Affirmation thereof, the facts stated above are true and correct:
(The undersigned understands that false statements made in this filing
are subject to
the penalties provided under Section 575.040 RSMo)
/s/ Edward Cooney Edward Cooney VP & Treasurer 9/30/04
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Authorized Signature Printed Name Title Date