EXHIBIT 3.12
CERTIFICATE OF INCORPORATION
OF
TUBOSCOPE I/P, INC.
THE UNDERSIGNED, in order to form a corporation pursuant to the
provisions of the General Corporation Law of the State of Delaware, hereby
certify:
FIRST: The name of the corporation is TUBOSCOPE I/P, INC. (the
"Corporation").
SECOND: The registered office of the Corporation in the State of
Delaware is located at 1013 Centre Road, Wilmington, Delaware 19805. The name of
its registered agent at such address is Corporation Service Company. The
registered office is located in New Castle County.
THIRD: The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of Delaware as presently in effect or as hereafter amended.
FOURTH: The total number of shares of all classes of stock which the
Corporation shall have authority to issue is ONE HUNDRED (100) shares of Common
Stock, par value one cent ($0.01) per share.
FIFTH: The name and mailing address of each incorporator is as
follows:
NAME ADDRESS
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Brian T. O'Reilly Brian T. O'Reilly, P.C., 1150 Connecticut Ave., NW,
Suite 900, Washington, D.C. 20023
SIXTH: For the management of the business and for the conduct of the
affairs of the Corporation, and in further definition, limitation, and
regulation of the powers of the Corporation and of its directors and
stockholders, it is further provided:
1. Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of the Corporation or of any creditor or stockholder thereof, or on the
application of any receiver or receivers appointed for the Corporation and under
the provisions of Section 291 of Title 8 of the Delaware Code, or on the
application of trustees in dissolution or of any receiver or receivers appointed
for the Corporation under the provision of Section 279 of Title 8 of the
Delaware Code, order a meeting of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of the Corporation, as the
case may be, to be summoned in such a manner as the said court directs. If a
majority in number representing three-fourths in value of the creditors or class
of creditors, and/or of the stockholders or class of stockholders of the
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of the Corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of the Corporation, as the case may be,
and also on the Corporation.
2. The election of Directors of the Corporation need not be by
written ballot.
3. The Board of Directors of the Corporation is expressly authorized
and empowered to make, alter or repeal the by-laws of the Corporation, subject
to the power of the stockholders of the Corporation to alter or repeal by-laws
made by the Board of Directors.
SEVENTH: The personal liability of the Directors of the Corporation
is hereby eliminated to the fullest extent permitted by the provisions of
paragraph (b)(7) of Section 102 of the General Corporation Law of the State of
Delaware, as the same may be amended and supplemented.
EIGHTH: The Corporation shall indemnify its officers, directors,
employees and agents to the extent permitted by the General Corporation Law of
Delaware.
NINTH: 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
stockholders herein are granted subject to this reservation.
IN WITNESS WHEREOF, the undersigned incorporators do hereby certify
under penalties of perjury that the facts herein above stated are truly set
forth and accordingly have hereunto set their respective hands as of the day and
year below written.
Dated: Washington, D.C.
September 29, 1997
/s/ Brian T. O'Reilly [L.S.]
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Brian T. O'Reilly
Incorporator
2
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
TUBOSCOPE I/P, INC.
Tuboscope I/P, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify as follows:
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1. The amendment to the Corporation's Certificate of Incorporation set
forth below was duly authorized and adopted in accordance with the
provisions of Sections 228 and 242 of the General Corporation Law of the
State of Delaware.
2. Article First of the Corporation's Certificate of Incorporation is
amended to read as follows:
"The name of the corporation is Varco I/P, Inc. (the "Corporation")."
IN WITNESS WHEREOF, said Corporation has caused this Certificate to be
signed this 16th day of January, 2001.
TUBOSCOPE I/P, INC.
By: /s/ James F. Maroney III
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James F. Maroney III, Vice President