Exhibit 3.1(a)
ARTICLES OF INCORPORATION
OF
WAGER-DATA, INC.
I, the undersigned natural person of the age of eighteen (18) years or
more, a resident of the State of Texas, acting as an incorporator of a
corporation under the Texas Business Corporation Act (hereinafter referred to as
the "Act"), do hereby adopt the following Articles of Incorporation for such
corporation:
ARTICLE I
The name of the Corporation is WAGER-DATA, INC.
ARTICLE II
The period of its duration is perpetual.
ARTICLE III
The purpose or purposes for which the Corporation is organized are:
(a) To manufacture, repair, buy, sell, service, install, deal in, and to
engage in, conduct and carry on the business of manufacturing,
repairing, buying, selling, servicing, installing, importing,
exporting, and dealing in goods, wares and merchandise of every class
and description throughout the world.
(b) To contract for erection, construction, repair, or improvement of any
building, structure or improvement, public or private, and to erect,
construct, repair or improve same or any part thereof, and to acquire,
own and prepare for use any materials for said purposes.
(c) To do any or all things necessary or incident to the business of the
Corporation and to exercise and possess the powers herein set forth as
fully as natural persons, whether as principal, agent or otherwise.
(d) To engage in the transaction of any and all lawful business for which
corporations may be incorporated under the Act.
ARTICLE IV
The aggregate number of shares of common stock which the Corporation shall
have authority to issue is 100,000, with a par value of $1.00 per share.
ARTICLE V
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,
which sum is not less than One Thousand Dollars ($1,000.00).
ARTICLE VI
The office address of its initial registered office is 1331 Lamar, Suite
1375, Houston, Texas 77010, and the name of the registered agent at such address
is Richard Royall.
ARTICLE VII
Section 1. Initial Board of Directors. The number of directors constituting
the initial Board of Directors of the Corporation is two (2) who need not be
residents of the State of Texas or shareholders of the Corporation
Section 2. Names and Addresses. The names and addresses of the persons who
are elected to serve as directors until the first annual meeting of the
shareholders, or until their successors have been elected and qualified are:
Name Address
Sammy Fleschler 1331 Lamar, Suite 1375
Houston, Texas 77010
Richard Royall 1331 Lamar, Suite 1375
Houston, Texas 77010
Section 3. Increase or Decrease of Directors The number of directors may be
increased or decreased from time to time by amendment to the Bylaws; but no
decrease shall have the effect of shortening the term of any incumbent director,
and the number of directors shall not be decreased to less than two (2)
directors. In the absence of a Bylaw fixing the number of directors, the number
shall be two (2).
ARTICLE VIII
The shareholders of the Corporation shall have preemptive rights 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.
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ARTICLE IX
Provisions for the regulations of the internal affairs of the Corporation
are:
Section 1. Voting Rights, Voting for Directors. Upon each matter submitted
to a vote at every meeting of the shareholders of the Corporation, every holder
of common stock shall be entitled to one (1) vote for each share of common stock
standing in his name on the books of the Corporation At each election for
directors every shareholder entitled to vote at such election shall have the
right to vote, in person or by proxy, the number of shares owned by him for as
many persons as there are directors to be elected and for whose election he has
a right to vote. It is expressly prohibited for any shareholder to cumulate his
votes in any election of directors.
Section 2. Bylaws. The initial Bylaws of the Corporation shall be adopted
by its Board of Directors. The Board of Directors shall have the power to alter,
amend or repeal the Bylaws from time to time, subject to the reserved power of
the shareholders at any meeting of the shareholders to alter, amend or repeal
any provision of the Bylaws or to adopt new Bylaws.
ARTICLE X
Any person who at any time shall serve or shall have served, as a director,
officer or employee of the Corporation, or of any other enterprise at the
request of the Corporation, and the heirs, executors, and administrators of such
person, shall be indemnified by the Corporation against all costs and expenses
(including but not limited to counsel fees, amounts or judgments paid, and
amounts paid in settlement) reasonably incurred in connection with the defense
of any claim, action, suit, or proceeding, whether civil, criminal,
administrative, or other, in which he may be involved by virtue of such person
being or having been such director, officer, or employee, provided, however,
that such indemnity shall not be operative with respect to (i) any matter as to
which such person shall have been finally adjudged in such action, suit or
proceeding to be liable for negligence or misconduct in the performance of his
duties as such director, officer, or employee, or (ii) any matter settled or
comprised, unless in the opinion of independent counsel selected by or in a
manner determined by the Board of Directors, there is not reasonable ground for
such person being adjudged liable for negligence or misconduct in the
performance of his duties as such director, officer, or employee, or (iii) any
amount paid or payable to the Corporation or such other enterprise The foregoing
indemnification shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any Bylaw, agreement, vote of shareholders, or
otherwise.
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ARTICLE XI
The name and address of the incorporator of the Corporation is.
Name Address
Norman T. Reynolds Two Houston Center
909 Fannin, Suite 1125
Houston, Texas 77010-1006
IN WITNESS WHEREOF, I have hereunto set my hand this 21st day of May, 1993.
/s/ Norman T. Reynolds
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NORMAN T. REYNOLDS
THE STATE OF TEXAS }
}
COUNTY OF HARRIS }
I, the undersigned, a Notary Public in and for Harris County, Texas, do
hereby certify that on this 21st day of May, 1993, personally appeared before
me, NORMAN T. REYNOLDS, who, being by me duly sworn, declared that he is the
person who signed the foregoing document as incorporator, and that the
statements therein contained are true.
/s/ Diana B. Bresk
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Notary Public in and for
the State of Texas
(SEAL)
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