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Exhibit 3.9
ARTICLES OF INCORPORATION
OF
CCIR OF TEXAS CORP.
The undersigned natural person of the age of eighteen (18) years or
more, acting as an incorporator of a corporation under the Texas Business
Corporation Act, hereby adopts the following Articles of Incorporation for such
corporation:
ARTICLE I. NAME
The name of the corporation is CCIR OF TEXAS CORP.
ARTICLE II. DURATION
The period of its duration is perpetual.
ARTICLE III. PURPOSE
The purpose of purposes for which the corporation is organized are to
transact any and all lawful business for which corporations may be incorporated
under the Texas Business Corporation Act.
ARTICLE IV. SHARES
The aggregate number of shares which the corporation has authority to
issue is 1,000 shares of no par value per share. Such shares are designated as
common stock and shall have identical rights and privileges in every respect.
ARTICLE V. DENIAL OF PREEMPTIVE RIGHTS
Shareholders of the corporation shall have no preemptive right to
acquire additional, unissued or treasury shares of the corporation or securities
of the corporation convertible into or carrying a right to subscribe to or
acquire shares of the corporation.
ARTICLE VI. NONCUMULATIVE VOTING
Directors shall be elected by majority vote. No holder of any class of
shares of the corporation shall have the right to cumulate his votes in the
election of directors.
ARTICLE VII. COMMENCEMENT OF BUSINESS
The corporation will not commence business until it has received for
the issuance of its shares consideration of the value of One Thousand Dollars
($1,000.00), consisting of money, labor done, or property actually received.
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ARTICLE VIII. REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation
in the State of Texas is c/o Corporation Service Company, d/b/a CSC-Lawyers
Incorporating Service Company, 400 North St. Paul, Dallas, Texas 75201, and the
name of its initial registered agent at such address is Corporation Service
Company, d/b/a CSC-Lawyers Incorporating Service Company, 400 North St. Paul,
Dallas, Texas 75201.
ARTICLE IX. INCORPORATOR
The name and address of the incorporator is :
Joseph G. Andersen
3502 E. Roeser Road
Phoenix, AZ 85040
ARTICLE X. INITIAL DIRECTORS
The number of directors constituting the initial Board of Directors is
one (1) and the name and address of the person who is to serve as director until
the first annual meeting of the shareholders, or until his successor or
successors are elected and qualified is:
Angelo A. DeCaro, Jr.
3502 E. Roeser Road
Phoenix, AZ 85040
The number of directors may hereafter be increased or decreased as
provided in the bylaws of the corporation.
ARTICLE XI. LIABILITY OF DIRECTORS
The corporation shall indemnify any person who (i) is or was a
director, officer, employee, or agent of the corporation, or (ii) while a
director, officer, employee, or agent of the corporation, is or was serving at
the request of the corporation as a director, 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
corporation may or is required to grant indemnification to a director under the
Texas Business Corporation Act as now written or as hereafter amended. The
corporation may indemnify any person to such further extent as permitted by law.
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ARTICLE XII. INDEMNIFICATION
A director of the corporation shall not be liable to the corporation or
its shareholders for monetary damages for an act or omission in the director's
capacity as director, except that this Article does not eliminate or limit the
liability of a director for:
(a) a breach of a director's loyalty to the corporation or its
shareholders;
(b) an act or omission not in good faith or that involves intentional
misconduct or a knowing violation of the law;
(c) a transaction from which a director received an improper benefit,
whether or not the benefit resulted from an action taken within the
scope of the director's office;
(d) an act or omission for which the liability of a director is
expressly provided for by statute; or
(e) an act related to an unlawful stock repurchase or payment of a
dividend.
ARTICLE XIII. ACTIONS BY SHAREHOLDERS WITHOUT A MEETING
Any action required by the Texas Business Corporation Act to
be taken at any annual or special meeting of shareholders, or any
action which may be taken at any annual or special meeting of
shareholders, 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 signed by the holder or holders of shares
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
shares entitled to vote on the action were present and voted.
IN WITNESS WHEREOF, I have hereunto set my hand this 26th day of March,
1997.
/s/ Joseph G. Andersen
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Joseph G. Andersen
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STATEMENT OF CHANGE OF REGISTERED OFFICE
BY
REGISTERED AGENT
To the Secretary of State
State of Texas
Pursuant to the provisions of Article 2.10.1 of the Texas Business Corporation
Act, the undersigned registered agent, for the corporation named below submits
the following statement for the purpose of changing the registered office
address for such corporation in the State of Texas:
Charter No. See attached list
1. The name of the corporation (hereinafter called the "Corporation")
represented by the said registered agent is:
See attached list
2. The address at which the said registered agent has maintained the
registered office for the corporation is
400 N. St. Paul
Dallas, Texas 75201
3. The new address at which the said registered agent will hereafter
maintain the registered office for the corporation is
800 Brazos
Austin, Texas 78701
4. Notice of this change of address has been given in writing to the above
corporation at least 10 days prior to the date of filing of this
Statement.
Dated: July 11, 1997
Corporation Service Company
d/b/a CSC-Lawyers Incorporating Service Company
/s/ John H. Pelletier
John H. Pelletier, Assistant Vice President