EXHIBIT 3.19(a)
JAN 13, 1978
ARTICLES OF INCORPORATION
OF
L. J. MELODY & COMPANY
The undersigned natural person of the age of eighteen (18) years or
more, acting as incorporator of a corporation under the Texas Business
Corporation Act, does hereby adopt the following Articles of Incorporation for
such corporation:
ARTICLE ONE
The name of the corporation is L. J. Melody & Company.
ARTICLE TWO
The period of its duration is perpetual.
ARTICLE THREE
The purpose for which the corporation is organized is the transaction
of all lawful business for which corporations may be organized under the Texas
Business Corporation Act.
ARTICLE FOUR
The total number of shares of all classes of stock which the
corporation shall have authority to issue is Four Thousand (4,000) shares, of
which One Thousand (1,000) shares, par value One Hundred Dollars ($100.00) per
share, shall be a class designated "Preferred Stock" and Three Thousand (3,000)
shares, par value One Hundred Dollars ($100.00) per share, shall be a class
designated "Common Stock".
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(1) Shares of Preferred Stock may be issued from time to time in one
or more series, each such series to have distinctive serial designations, as
shall hereafter be determined in the resolution or resolutions providing for the
issue of such Preferred Stock from time to time adopted by the Board of
Directors pursuant to authority so to do which is hereby vested in the Board of
Directors.
(2) Each series of Preferred Stock
(a) may have such number of shares;
(b) may have such voting powers, full or limited, or may be
without voting powers;
(c) may be subject to redemption at such time or times and at
such prices;
(d) may be entitled to receive dividends (which may be
cumulative or noncumulative) at such rate or rates, on such conditions, from
such date or dates, and at such times, and payable in preference to, or in such
relation to, the dividends payable on any other class or classes or series of
stock;
(e) may have such rights upon the dissolution of, or upon any
distribution of the assets of, the corporation;
(f) may be made convertible into, or exchangeable for, shares of
any other class or classes (except a class having prior or superior rights and
preferences as to dividends or distribution of assets upon liquidation) or of
any other series of the same or any other class or classes of stock of the
corporation at such price or prices or at such rates of exchange, and with such
adjustments;
(g) may be entitled to the benefit of a sinking fund or purchase
fund to be applied to the purchase or redemption of shares of such series in
such amount or amounts;
(h) may be entitled to the benefit of conditions and
restrictions upon the creation of indebtedness of the corporation or any
subsidiary, upon the issue of any additional
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stock (including additional shares of such series or of any other series) and
upon the payment of dividends or the making of other distributions on, and the
purchase, redemption or other acquisition by the corporation or any subsidiary
of any outstanding stock of the corporation; and
(i) may have such other relative, participating, optional or
other special rights, and qualifications, limitations or restrictions thereof;
all as shall be determined by the Board of Directors and stated in the
resolution or resolutions providing for the issue of such Preferred Stock.
Except where otherwise set forth in the resolution or resolutions adopted by the
Board of Directors providing for the issue of any series of Preferred Stock, the
number of shares comprising such series may be increased or decreased (but not
below the number of shares then outstanding) from time to time by like action of
the Board of Directors.
(3) Shares of any series of Preferred Stock which have been redeemed
(whether through the operation of a sinking fund or otherwise) or purchased by
the corporation, or which, if convertible or exchangeable, have been converted
into or exchanged for shares of stock of any other class or classes shall have
the status of authorized and unissued shares of Preferred Stock and may be
reissued as a part of the series of which they were originally a part or may be
reclassified and reissued as part of a new series of Preferred Stock to be
created by resolution or resolutions of the Board of Directors or as part of any
other series of Preferred Stock, all subject to the conditions or restrictions
on issuance set forth in the resolution or resolutions adopted by the Board of
Directors providing for the issue of any series of Preferred Stock and to any
filing required by law.
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ARTICLE FIVE
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.
ARTICLE SIX
The street address of its initial registered office is 5847 San
Felipe, Suite 4400, Houston, Texas. 77057 and the name of its initial registered
agent at such address is Lawrence J. Melody.
ARTICLE SEVEN
(1) The number of directors of the corporation shall be fixed by, or
in the manner provided in, the ByLaws. The number 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 shareholders or until their
successors are elected and qualified are:
Name Address
---- -------
Lawrence J. Melody 1717 St. James Place, Suite 430
Houston, Texas 77056
John M. Bradley 1717 St. James Place, Suite 430
Houston, Texas 77056
Peter M. Ramme 1717 St. James Place, Suite 430
Houston, Texas 77056
(2) The corporation may enter into contracts or transact business
with one or more of its directors or officers, or with any corporation, firm or
association in which any of its directors or officers are stockholders,
directors, officers, members, employees or otherwise interested; and no such
contract or other transaction shall be void or voidable or otherwise
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affected by reason of such directorship or office in the corporation or such
interest in such other firm, corporation or association, notwithstanding that a
director or directors having such interest are present and counted in
determining the existence of a quorum at a meeting of the Board of Directors of
the corporation which acts upon or in reference to such contract or transaction,
and notwithstanding that the vote of such director or directors shall have been
necessary to authorize, approve, ratify, or otherwise obligate the corporation
upon such contract or transaction, provided that the fact of such interest shall
be disclosed or otherwise known to the Board of Directors, or a majority thereof
at the meeting of the Board of Directors which acts upon or in reference to such
contract or transaction; nor shall any director or officer be liable to account
to this corporation for any profits realized by or from or through any such
transaction or contract of the corporation by reason of such directorship,
office or interest.
ARTICLE EIGHT
The name of the incorporator is Perry M. Reaves and his address is
3000 One Shell Plaza, Houston, Texas.
IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of
January, 1978.
/s/ Perry M. Reaves
--------------------------
Perry M. Reaves
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THE STATE OF TEXAS (S).
(S).
COUNTY OF HARRIS (S)
I, Alice D. Roberts, a notary public, do hereby certify that on the
12th day of January, 1978, personally appeared before me, Perry M. Reaves, who
being by me first duly sworn, declared that he is the person who signed the
foregoing document as incorporator, and that the statements therein contained
are true.
/s/ Alice D. Roberts
------------------------------
Notary Public in and for
Harris County, TEXAS
STATEMENT OF
RESOLUTION ESTABLISHING SERIES OF SHARES
To the Secretary of State
of the State of Texas:
Pursuant to the provisions of Article 2.13 of the Texas Business
Corporation Act, the undersigned corporation submits the following statement for
the purpose of establishing and designating a series of shares and fixing and
determining the relative rights and preferences thereof:
I. The name of the corporation is L. J. Melody & Company
II. The following resolution, establishing and designating a series
of shares and fixing and determining the relative rights and preferences
thereof, was duly adopted by the board of directors of the corporation on July
12, 1979:
RESOLVED, that pursuant to the authority vested in the board of
directors of the corporation by Article Four of the Articles of Incorporation,
as amended, the directors do hereby authorize for issuance 200 shares of
Preferred Stock, do hereby determine that such 200 shares shall constitute the
first series of Preferred Stock, do hereby designate such 200 shares as 8%
Preferred Stock and do hereby establish that such 8% Preferred Stock shall have
the relative rights, preferences, and limitations as follows:
(a) Dividends. The holders of 8% Preferred Stock are entitled to
---------
receive annual dividends at a rate of $8.00 per annum, and no more, on each
share, payable annually within a reasonable period of time after the close of
each fiscal year of the corporation but in no event later than the last business
day of the second full month after the close of each such fiscal year.
(b) Liquidation. In the event of any voluntary or involuntary
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liquidation; dissolution or winding up of the affairs of the corporation, the
holders of the shares of 8% Preferred Stock shall be entitled to receive from
the assets of the corporation $100 per share.
(c) Regarding Exchange or Conversion Rights. The shares of 8%
---------------------------------------
Preferred Stock have no exchange or conversion rights.
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(d) Regarding Voting Rights. Except to the extent that a denial
-----------------------
of voting rights is inconsistent with the provisions of the Texas Business
Corporation Act, the shares of 8% Preferred Stock have no voting rights.
Dated July 12, 1979.
L. J. MELODY & COMPANY
By /s/ Lawrence J. Melody
-----------------------------
Lawrence J. Melody
President
By /s/ John M. Bradley
-----------------------------
John M. Bradley
Secretary
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THE STATE OF TEXAS (S)
(S)
COUNTY OF HARRIS (S)
I, /s/ Sharon G. Lloyd, a notary public, do hereby certify that on
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this 12th day of July, 1979, personally appeared before me Lawrence J. Melody,
who being by me first duly sworn, declared that he is the president of L. J.
Melody & Company, that he signed the foregoing document as president of the
corporation, and that the statements therein contained are true.
My commission expires
1-16-81.
[Notarial Seal]
/s/ Sharon G. Lloyd
-------------------------------
Notary Public in and for
Harris County, Texas
L. J. MELODY COMPANY
UNANIMOUS CONSENT OF BOARD OF DIRECTORS
WHEREAS, paragraph B of Article 9.10 of the Texas Business Corporation
Act provides that, unless otherwise restricted by the articles of incorporation
or bylaws of a corporation organized and existing under the laws of the State of
Texas, any action required or permitted to be taken at any meeting of the board
of directors of such corporation may be taken without a meeting if a consent in
writing, setting forth the action so taken, is signed by all the members of the
board of directors;
NOW THEREFORE, we, the undersigned, constituting all of the members of
the board of directors of L. J. Melody & Company, a Texas corporation
("corporation") do hereby adopt the following resolutions by our unanimous
consent in writing on the date hereof, and hereby direct that such shall be
filed with the minutes of the proceedings of such board of directors:
RESOLVED, that pursuant to the authority vested in the board of
directors of the corporation by Article Four of the Articles of Incorporation,
as amended, the directors do hereby authorize for issuance 200 shares of
Preferred Stock, do hereby determine that such 200 shares shall constitute the
first series of Preferred Stock, do hereby designate such 200 shares as 8%
Preferred Stock and do hereby establish that such 8% Preferred Stock shall have
the relative rights, preferences, and limitations as follows:
(a) Dividends. The holders of 8% Preferred Stock are entitled to
---------
receive annual dividends at a rate of $8.00 per annum, and no more, on each
share, payable annually within a reasonable period of time after the close of
each fiscal year of the corporation but in no
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event later than the last business day of the second full month after the close
of each such fiscal year.
(b) Liquidation. In the event of any voluntary or involuntary
-----------
liquidation, dissolution or winding up of the affairs of the corporation, the
holders of the shares of 8% Preferred Stock shall be entitled to receive from
the assets of the corporation $100 per share.
(c) Regarding Exchange or Conversion Rights. The shares of 8%
---------------------------------------
Preferred Stock have no exchange or conversion rights.
(d) Regarding Voting Rights. Except to the extent that a denial of
-----------------------
voting rights is inconsistent with the provisions of the Texas Business
Corporation Act, the shares of 8% Preferred Stock have no voting sights; and
further
RESOLVED, that the President or any Vice President and the Secretary
or any Assistant Secretary of the corporation be and they hereby are authorized
and directed to execute a statement in substantially the form submitted with
these resolutions and bearing the caption "STATEMENT OF RESOLUTION ESTABLISHING
SERIES OF SHARES" dated July 12, 1979 and such statement, verified by one of the
officers signing the same, be delivered in duplicate to the Secretary of State
of the State of Texas, pursuant to the provisions of Article 2.13 of the Texas
Business Corporation Act; and further
RESOLVED, that the consideration for shares of 8% Preferred Stock be
and it hereby is fixed at $100.00 per share and that, subsequent to the filing
of the statement described in the foregoing resolution as set forth therein, 160
shares of the 8% Preferred Stock, par value $100.00 per share, of the
corporation be issued to Lawrence J. Melody in return for $16,000.00,
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the receipt of which is hereby acknowledged, and that 40 shares of the 8%
Preferred Stock, par value $100.00 per share, of the corporation be issued
to John M. Bradley in return for $4,000.00, the receipt of which is hereby
acknowledged, and that the proper officers of the corporation be and they
hereby are authorized and directed to issue to such persons respectively
certificates representing such 160 and 40 shares of 8% Preferred Stock, par
value $100.00 per share, of the corporation, such shares when so issued to
be fully paid and nonassessable.
IN WITNESS WHEREOF, we have hereunto set our hands this 12th day of
July, 1979.
/s/ Lawrence J. Melody
-----------------------------------
Lawrence J. Melody
/s/ John M. Bradley
-----------------------------------
John M. Bradley