EXHIBIT 3.8
ARTICLES OF INCORPORATION
of
TUBOSCOPE LINALOG INC.
ARTICLE I
The name of the corporation is Tuboscope Linalog Inc.
ARTICLE II
The period of the corporation's duration is perpetual.
ARTICLE III
The purpose or purposes 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 IV
The aggregate number of shares that the corporation shall have the
authority to issue is 1000 shares of Common Stock, par value $.01 per share.
No shareholder of the corporation shall by reason of his holding shares of
any class have any preemptive or preferential right to acquire or subscribe for
any additional, unissued or treasury shares of any class of the corporation now
or hereafter to be authorized, or any notes, debentures, bonds, or other
securities convertible into or carrying any right, option or warrant to
subscribe to or acquire shares of any class now or hereafter to be authorized,
whether or not the issuance of any such shares, or such notes, debentures, bonds
or other securities, would adversely affect the dividends or voting rights of
such shareholder. The Board of Directors may issue or authorize the issuance of
shares of any class, or any notes, debentures, bonds or other securities
convertible into or carrying rights, options or warrants to subscribe to or
acquire shares of any class, without offering any such shares of any class,
either in whole or in part, to the existing shareholders of any class.
ARTICLE V
The corporation will not commence business until it has received for the
issuance of its shares consideration of the value of $1,000, consisting of
money, labor done, or property actually received.
ARTICLE VI
The street address of the corporation's initial registered office is 811
Dallas, Houston, Texas 77002, and the name of its initial registered agent at
such address is CT Corporation System.
ARTICLE VII
The number of directors of the corporation shall be fixed by, or in the
manner provided in, the bylaws. The number of directors constituting the initial
board of directors is four, and the names and addresses of the persons who are
to serve as directors until the first annual meeting of the shareholders or
until such directors' successors are elected and qualified are:
Name Address
---- -------
Martin G. Hubbard 650 Town Center Drive, Suite 490
Costa Mesa, CA 92626
Robert A. Lahr P.O. Box 808
Houston, TX 77001
Timothy M. Pennington III 11661 San Vicente Blvd #707
Los Angeles, CA 90049
James J. Shelton 10866 Wilshire Blvd., 7th Floor
Los Angeles, CA 90024
Directors of the corporation shall be elected by majority vote. Cumulative
voting is prohibited.
ARTICLE VIII
The name of the incorporator is Robert A. Lahr, and his address is P.O. Box
808, Houston, Texas 77001.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 1st day
of July, 1988.
/s/ Robert A. Lahr
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Incorporator
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ARTICLES OF AMENDMENT
BY THE SHAREHOLDERS TO THE
ARTICLES OF INCORPORATION OF
TUBOSCOPE PIPELINE SERVICES INC.
NKA TUBOSCOPE LINALOG INC.
William V. Larkin, Jr. and James F. Maroney, III hereby certify the following:
One: They are the duly elected and acting President and Secretary,
respectively, of Tuboscope Linalog Inc., a Texas Corporation (the "Company").
Two: That by unanimous written consent of the Board of Directors of the
Company resolutions were duly adopted approving an Amendment to the Company's
Certificate of Incorporation to read as follows:
RESOLVED, that Article 1 of the Certificate of Incorporation of the Company
is hereby amended to read as follows:
Article 1
"The name of this Corporation is Tuboscope Pipeline Services Inc.
(hereinafter referred to as the "Company").
Three: Pursuant to Resolution of its Board of Directors, by written
consent of the Company's stockholders, 1,000 of the 1,000 outstanding shares of
stock entitled to vote thereon, was voted in favor of the Amendment and written
notice of such consent has been given in accordance with law of the State of
Texas.
Four: That said Amendment was duly adopted in accordance with the
provisions of Article 4.04 of the Texas Business Corporation Act.
Dated: April 28, 1992 /s/ W.V. Larkin
----------------------------------------
W. V. Larkin, President
/s/ J.F. Maroney
----------------------------------------
J. F. Maroney, Secretary
The State of Texas (S)
(S)
County of Harris (S)
I, the undersigned authority, do hereby certify that on April 28th 1992,
personally appeared before me William V. Larkin, Jr., who declared that he is
the President of Tuboscope Linalog Inc. executing the foregoing document, and
James F. Maroney, who declared that he is the Secretary of the Tuboscope Linalog
Inc. executing the foregoing document, and being first duly sworn, acknowledged
that they signed the foregoing document in the capacity therein set forth and
declared that the statements therein contained are true.
In witness whereof, I have hereto set my hand and seal the day and year before
written.
/s/ Phyllis A. Bladt
----------------------------------------
Notary Public in and
for the State of Texas
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ARTICLES OF AMENDMENT
BY THE SHAREHOLDERS TO THE
ARTICLES OF INCORPORATION OF
TUBOSCOPE PIPELINE SERVICES INC.
John F. Lauletta and James F. Maroney, III hereby certify the following:
One: They are the duly elected and acting President and Secretary,
respectively, of Tuboscope Pipeline Services Inc., a Texas Corporation (the
"Company").
Two: That by unanimous written consent of the Board of Directors of the
Company resolutions were duly adopted approving an Amendment to the Company's
Certificate of Incorporation to read as follows:
RESOLVED, that Article IV of the Certificate of Incorporation of the
Company is hereby amended to read as follows:
Article One:
"The aggregate number of shares which the corporation shall have authority
to issue is two thousand (2,000) shares of the par value of one cent ($.01)
each.
No shareholder of the corporation shall by reason of his holding shares of
any class have any preemptive or preferential right to acquire or subscribe
for any additional, unissued or treasury shares of any class of the
corporation now or hereafter to be authorized, or any notes, debentures,
bonds, or other securities convertible into or carrying any right, option
or warrant to subscribe to or acquire shares of any class now or hereafter
to be authorized, whether or not the issuance of any such shares, or such
notes, debentures, bonds or other securities, would adversely affect the
dividends or voting rights of such shareholder. The Board of Directors may
issue or authorize the issuance of shares of any class, or any notes,
debentures, bonds or other securities convertible into or carrying rights,
options or warrants to subscribe to or acquire shares of any class, without
offering any such shares of any class, either in whole or in part, to the
existing shareholders of any class."
Article Two:
Thereafter, pursuant to Resolution of its Board of Directors, by written
consent of the Company's stockholders, 1,000 of the 1,000 currently
outstanding shares of stock entitled to vote thereon, was voted in favor of
the Amendment and written notice of such consent has been given in
accordance with laws of the State of Texas.
Article Three:
That said Amendment was duly adopted in accordance with the provisions of
Article 4.04 of the Texas Business Corporation Act.
Dated: November 11, 1997 /s/ John F. Lauletta
---------------------
John F. Lauletta, President
/s/ J.F. Maroney
-----------------
J.F. Maroney, Secretary
STATE OF TEXAS (S)
(S)
COUNTY OF HARRIS (S)
I, the undersigned authority, do hereby certify that on November 11, 1997,
personally appeared before me John F. Lauletta, who declared that he is the
President of the Corporation executing the foregoing document, and James F.
Maroney, who declared that he is the Secretary of the Corporation executing the
foregoing document, and being first duly sworn, acknowledged that they signed
the foregoing document in the capacity therein set forth and declared that the
statements therein contained are true.
In witness whereof, I have hereto set my hand and seal the day and year
before written.
/s/ Susan E. Barfield
----------------------
Notary Public in and for the State of Texas
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