Exhibit 3.93
Form BCA-10.30 AMENDED AND RESTATED
ARTICLES OF AMENDMENT
(Rev. Jan. 1995) File
George H. Ryan SUBMIT IN DUPLICATE
Secretary of State
Department of Business Services This space for use by
Springfield, IL 62756 Secretary of State
Telephone (217) 782-1832
Date
Remit payment in check or money Franchise Tax $
order, payable to "Secretary of State." Filing Fee* $
* The filing fee for articles of Penalty $
amendment - $25.00 Approved:
1. CORPORATENAME: The Systems House, Inc.
(Note 1)
2. MANNER OF ADOPTION OF AMENDMENT:
The following amendment of the Articles of Incorporation was adopted on
September 21, 1998 in the manner indicated below. ("X" one box only)
/ / By a majority of the incorporators, provided no directors were named in the
articles of incorporation and no directors have been elected;
(Note 2)
/ / By a majority of the board of directors, in accordance with Section 10.10,
the corporation having issued no shares as of the time of adoption of this
amendment;
(Note 2)
/ / By a majority of the board of directors, in accordance with Section 10.15,
shares having been issued but shareholder action not being required for the
adoption of the amendment;
(Note 3)
/ / By the Shareholders, in accordance with Section 10.20, a resolution of the
board of directors having been duly adopted and submitted to the
shareholders. At a meeting of shareholders, not less than the minimum
number of votes required by statute and by the articles of incorporation
were voted in favor of the amendment;
(Note 4)
/ / By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and submitted
to the shareholders. A consent in writing has been signed by shareholders
having not less than the minimum number of votes required by statute and by
the articles of incorporation. Shareholders who have not consented in
writing have been given notice in accordance with Section 7. 10;
(Note 4&5)
/X/ By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and submitted
to the shareholders. A consent in writing has been signed by all the
shareholders entitled to vote on this amendment.
(Note 5)
3. TEXT OF AMENDMENT:
a. When amendment effects a name change. insert the new corporate name
below. Use Page 2 for all other amendments.
Article 1: The name of the corporation is:
(NEW NAME)
All changes other than name, include on page 2
(over)
Text of Amendment
b. (if amendment affects the corporate purpose, the amended purpose is
required to be set forth in its entirety. If there is not sufficient
space to do so, add one or more sheets of this size.)
The Articles of Incorporation are amended & restated in their entirety
as follows:
RESTATED FIRST:The name of the corporation is The Systems House, Inc.
The original date of incorporation was May 29, 1980, and the original
name the corporation was incorporated under was The Auton Corporation.
The name was changed on August 13, 1980 to The First Chicago Clinton
Corporation, and again on October 5, 1990 to the Systems House, Inc.
RESTATED SECOND: The registered agent is C T Corporation System and
the registered office is 208 LaSalle Street, Chicago, IL 60604,
located in Cook County.
AMNEDED AND RESTATED THIRD: The purpose for which the corporation is
organized is for the sale of computer and business machine
programming, software and equipment.
AMENDED AND RESTATED FOURTH: The number of shares authorized by the
corporation is 1,000 shares of Common Stock, with no par value. The
number of issued shares as of September 25, 1998 was 100, and the paid
in capital was $1,010.
AMENDED AND RESTATED FIFTH: The existence of the corporation shall be
perpetual.
Page 2
4. The manner, if not set fort in Article 3b, in which any 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, provided for or affected by this amendment, is as follows:
(if not applicable, insert "No change")
None
5. (a) The manner, if not set forth in Article 3b, in which said amendment
effects a change in the amount of paid-in capital (Paid-in capital replaces
the terms Stated Capital and Paid-in Surplus and is equal to the total o
these accounts) is as follows: (If not applicable, insert "No change')
No change
(b) The amount of paid-in capital (Paid-in Capital replaces the terms
Stated Capital and Paid-in Surplus and is equal to the total of these
accounts) as changed by this amendment is as follows: (If not applicable,
insert "No change')
No change
Before Amendment After Amendment
Paid-in Capital $ None $ None
(Complete either Item 6 or 7 below. All signatures must be in BLACK INK.)
6. The undersigned corporation has caused this statement to be signed by its
duly authorized officers, each of whom affirms, under penalties of perjury,
that the facts stated herein are true.
Dated September 25 1998 The Systems House, Inc.
(Exact Name of Corporation at
date of execution)
attested /s/ Mark D. Director by /s/ Kathleen M. Delaney
-------------------- -----------------------
(Signature of Secretary (Signature of President or
or Assistant Secretary) Vice President)
Mark D. Director, Kathleen M. Delaney,
Assistant Secretary Vice President
(Type or Print Name and Title) (Type or Print Name and Title)
7. If amendment is authorized pursuant to Section 10.10 by the incorporators,
the incorporators must sign below, and type or print name and title.
OR
If amendment is authorized by the directors pursuant to Section 10.10 and
there are no officers, then a majority of the directors or such directors
as may be designated by the board, must sign below, and type or print name
and title.
The undersigned affirms, under the penalties of perjury, that the facts
stated herein are true.
Dated '19
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NOTES and INSTRUCTIONS
NOTE 1: State the true exact corporate name as it appears on the records of the
office of the Secretary of State, BEFORE any amendments herein reported.
NOTE 2: Incorporators are permitted to adopt amendments ONLY before any shares
have been issued and before any directors have been named or elected.
(Section 10.10)
NOTE 3: Directors may adopt amendments without shareholder approval in only
seven instances, as follows:
(a) to remove the names and addresses of directors named in the articles of
incorporation;
(b) to remove the name and address of the initial registered agent and
registered office, provided a statement pursuant to Section 5.10 is also
filed;
(c) to increase, decrease, create or eliminate the par value of the shares of
any class, so long as no class or series of shares is adversely affected.
(d) to split the issued whole shares and unissued authorized shares by
multiplying them by a whole number, so long as no class or series is
adversely affected thereby;
(e) to change the corporate name by substituting the word "corporation",
"incorporated", "company", "limited", or the abbreviation "corp ...inc
..co.",or "ltd." for a similar word or abbreviation in the name, or by
adding a geographical attribution to the name;
(f) to reduce the authorized shares of any class pursuant to a cancellation
statement filed in accordance with Section 9.05,
(g) to restate the articles of incorporation as currently amended. (Section
10.15)
NOTE 4: All amendments not adopted under Section 10.10 or Section 10.15 require
(1) that the board of directors adopt a resolution setting forth the
proposed amendment and (2) that the shareholders approve the amendment.
Shareholder approval may be (1) by vote at a shareholders' meeting
(either annual or special) or (2) by consent, in writing, without a
meeting.
To be adopted, the amendment must receive the affirmative vote or
consent of the holders of at least 2/3 of the outstanding shares
entitled to vote on the amendment (but if class voting applies, then
also at least a 2~3 vote within each class is required).
The articles of incorporation may supercede the 2/3 vote requirement
by specifying any smaller or larger vote requirement not less than a
majority of the outstanding shares entitled to vote and not less than
a majority within each class when class voting applies.
(Section 10.20)
NOTE 5: When shareholder approval is by consent, all shareholders must be given
notice of the proposed amendment at least 5 days before the consent is
signed. If the amendment is adopted, shareholders who have not signed
the consent must be promptly notified of the passage of the amendment.
(Sections 7.10 & 10.20)
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