Exhibit 3.13
Corporations Section Gwyn Shea
P.O.Box 13697 Secretary of State
Austin, Texas 78711-3697 [SEAL]
Office of the Secretary of State
The undersigned, as Secretary of State of Texas, does hereby certify that the
attached is a true and correct copy of each document on file in this office as
described below:
MUZAK HOUSTON, INC.
Filing Number: 29833800
Articles Of Incorporation November 16, 1971
Articles Of Amendment January 26, 1972
Articles Of Amendment February 07, 1977
Articles Of Amendment February 05, 1980
Restated Articles Of Incorporation August 28, 1980
Articles Of Amendment October 31, 1986
Articles Of Amendment March 01, 1989
Articles Of Amendment March 31, 2000
Public Information Report (PIR) December 31, 2000
Change Of Registered Agent/Office March 30, 2001
In testimony whereof, I have hereunto signed my name
officially and caused to be impressed hereon the Seal of
State at my office in Austin, Texas on April 29, 2003.
[SEAL]
/s/ Gwyn Shea
-------------------------------------
Secretary of State
Come visit us on the internet at http://www.sos.state.tx.us/
PHONE(512) 463-5555 FAX(512) 463-5709
Prepared by: SOS-WEB TTY7-1-1
FILED
In the Office of the
Secretary of State of Texas
NOV 16 1971
_____________________________________
Deputy Director, Corporation Division
ARTICLES OF INCORPORATION
OF
TAFT BROADCASTING SYSTEMS, INC.
We, the undersigned natural persons of the age of twenty-one years or more,
at least two of whom are citizens of the State of Texas, acting as incorporators
of a corporation under the Texas Business Corporation Act, do hereby adopt the
following Articles of Incorporation for such corporation.
ARTICLE I.
The name of the corporation is TAFT BROADCASTING SYSTEMS, INC.
ARTICLE II.
The period of its duration is perpetual.
ARTICLE III.
The purpose or purposes for which the corporation is organized are:
To program, operate, and transmit or perform such other functions as are
necessary to operate AM and FM Radio Stations;
To transmit, lease or sell equipment, install equipment or perform such
other functions as are necessary to operate a background music business;
To sell, lease, install, or rent audio and video equipment or perform such
other related services as are necessary to provide audio, video, or
broadcast support and maintenance of equipment;
To operate multi-point distribution systems and sell, lease, or rent
related equipment or transmission time;
To deal in and transact business with respect to real and personal property
and services subject to the Texas Business Corporation Act and to Part Four
of the Texas Miscellaneous Corporation Laws Act; and
In general, to carry out any other business in connection with the
foregoing and to have and exercise all the powers conferred by the laws of
Texas upon corporations formed under the Texas Business Corporation Act,
and to do any and all of the things hereinbefore set forth to the same
extent as natural persons might or could do.
ARTICLE IV.
The aggregate number of shares which the corporation shall have authority
to issue is Five Thousand (5,000) of the par value of One Dollar ($1.00) per
share. No shareholder shall have a pre-emptive right to acquire any shares or
securities of any class, whether now or hereafter authorized, which may at any
time be issued, sold or offered for sale by the corporation.
ARTICLE V.
The corporation will not commence business until there is 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 VI.
The post office address of its initial registered office is 4808 San Felipe
Road, Houston, Texas, and the name of its initial registered agent at such
address is Paul E. Taft.
-2-
ARTICLE VII.
The number of directors 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:
Paul E. Taft 3908 Del Monte Drive
Houston, Texas
Jerry G. Bridges 4327 Belle Park
Houston, Texas
Paul. E. Milling 1502 Target Drive
Houston, Texas
The right to cumulate votes in the election of directors is expressly
prohibited.
ARTICLE VIII.
The names and addresses of the incorporators are:
Robert H. Whilden, Jr. 2100 First City National
Bank Building
Houston, Texas 77002
W. F. Kelly 2100 First City National
Bank Building
Houston, Texas 77002
John S. Watson 2100 First City National
Bank Building
Houston, Texas 77002
ARTICLE IX.
Except as may be provided in the Bylaws, the Board of Directors of this
corporation is expressly authorized to alter, amend or repeal the Bylaws or
adopt new Bylaws of this corporation, without any action on the part of the
shareholders; but the Bylaws made by the directors and the
-3-
powers so conferred may be altered or repealed by the shareholders.
IN WITNESS WHEREOF, we have hereunto set our hands this 15th day of
November, 1971.
/s/ Robert H. Whilden, Jr.
-------------------------------------
Robert H. Whilden, Jr.
/s/ W. F. Kelly
-------------------------------------
W. F. Kelly
/s/ John S. Watson
-------------------------------------
John S. Watson
-4-
THE STATE OF TEXAS (S)
COUNTY OF HARRIS (S)
I, ______________, a Notary Public, do hereby certify that on this 15th day
of November, 1971, personally appeared before me ROBERT H. WHILDEN, JR., W. F.
KELLY and JOHN S. WATSON, who, being by me first duly sworn, declared that
they are the persons who signed the foregoing document as incorporators and that
the statements therein contained are true.
/s/ Illegible
------------------------------------
Notary Public in and for
Harris County, T e x a s
_________________
_________________
_________________
-5-
TAFT COMMUNICATIONS SYSTEMS, INC.
HOUSTON, TEXAS 77027
November 1, 1971
The Secretary of State
of The State of Texas
Capitol Station
Austin, Texas
Re: Articles of Incorporation of
Taft Broadcasting Systems, Inc.
Dear Sir:
The same people who own and operate the undersigned corporation propose to
incorporate a new corporation to be named "Taft Broadcasting Systems, Inc.," and
this will confirm that the undersigned consents to the use of such name by the
new corporation.
Very truly yours,
[SEAL]
TAFT COMMUNICATIONS SYSTEMS, INC.
By /s/ Illegible
------------------------------
Secretary-Treasurer
FILED
In the Office of the
Secretary of State of Texas
JAN 26 1972
_____________________________________
Deputy Director, Corporation Division
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
TAFT BROADCASTING SYSTEMS, INC.
Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:
ARTICLE ONE
The name of the corporation is TAFT BROADCASTING SYSTEMS, INC.
ARTICLE TWO
The following amendment to the Articles of Incorporation was adopted by the
shareholders of the corporation on 20th day of January, 1972:
ARTICLE I of the Articles of Incorporation is hereby amended so as to
read as follows:
"The name of the corporation is TAFT BROADCASTING CORPORATION."
ARTICLE THREE
The number of the shares of the corporation outstanding at the time of such
adoption was 5,000; and the number of shares entitled to vote thereon was 5,000.
ARTICLE FOUR
The holders of all of the shares outstanding and entitled to vote on said
Amendment have signed a consent in writing adopting said Amendment.
DATED 20th day of January, 1972.
TAFT BROADCASTING SYSTEMS, INC.
BY /s/ Paul E. Taft
---------------------------------
Paul E. Taft, President
And /s/ Jerry G. Bridges
--------------------------------
Jerry G. Bridges, Secretary
STATE OF TEXAS (S)
COUNTY OF HARRIS (S)
I, John L. Barbato, a Notary Public, do hereby certify that on this 20th
day of January, 1972, personally appeared before me Paul E. Taft, who declared
that he is President of the corporation executing the foregoing document, and
being first duly sworn, acknowledged that he signed the foregoing document in
the capacity therein set forth and declared that the statements therein
contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
/s/ JOHN L. BARBATO
---------------------------------------------
Notary Public in and for
Harris County, Texas
JOHN L. BARBATO
Notary Public in and for Harris County, Texas
My Commission Expires June 1, 1973
-2-
TAFT BROADCASTING SYSTEMS, INC.
CONSENT OF DIRECTORS
The undersigned, constituting all of the Directors of Taft Broadcasting
Systems, Inc., a Texas corporation (the "Company"), acting pursuant to Article
9.10 B of the Texas Business Corporation Act, does hereby consent to, approve of
and adopt the following resolutions:
RESOLVED, that it is deemed advisable that Article I of the Articles of
Incorporation of the Company be amended so as to hereafter read as follows:
"The name of the corporation is TAFT BROADCASTING CORPORATION", and further
RESOLVED, that the proper officers of the Company are hereby authorized and
directed to submit such proposed amendment to the shareholders of the Company
for their consideration either at a special meeting called for such purpose or
by their unanimous written consent; and such officers are hereby further
authorized and directed to take any and all action and to execute any and all
documents or other instruments which such persons, or any of them, deem
necessary or advisable in order to effect such amendment and carry out the
purposes and intents of these resolutions.
This Consent dated and effective the 20th day of January, 1972.
/s/ Paul E. Taft
---------------------------
Paul E. Taft
/s/ Jerry G. Bridges
---------------------------
Jerry G. Bridges
/s/ Paul E. Milling
[SEAL] ---------------------------
Paul E. Milling
/s/ Paul E. Taft, Jr.
---------------------------
Paul E. Taft, Jr.
/s/ James A. Taylor
---------------------------
James A. Taylor
FILED
In the Office of the
Secretary of State of Texas
FEB 07 1977
______________________________
Director, Corporation Division
ARTICLES OF AMENDMENT
BY THE
SHAREHOLDERS TO THE
ARTICLES OF INCORPORATION
OF
TAFT BROADCASTING CORPORATION
Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:
ARTICLE ONE
The name of the corporation is TAFT BROADCASTING CORPORATION.
ARTICLE TWO
The following Amendment to the Articles of Incorporation was approved by
the affirmative vote of all the shareholders of the Corporation at a meeting of
Shareholders held December 21, 1976:
The Articles of Incorporation are hereby amended, by adding thereto a new
Article X reading as follows:
ARTICLE X
The following provisions are subject to the corporation's remaining a close
corporation as defined by the Texas Business Corporation Act:
The Corporation is a close corporation; no shares and no securities
evidencing the right to acquire shares shall be issued by means of public
offering solicitation or advertisement. All such shares and securities
shall be subject to restrictions on transfer as permitted by Articles 2.22
of 2.30-2 of such Act. All issued shares, excluding treasury shares, and
all shares of the corporation shall be held of record by no more than
thirty-five (35) persons in the aggregate.
ARTICLE THREE
The number of shares of the Corporation outstanding and entitled to vote at
the time of such adoption were 5,000 shares.
ARTICLE FOUR
The holders of all shares outstanding and entitled to vote have signed a
consent in writing adopting said Amendment.
DATED the 21 day of December, 197_.
TAFT BROADCASTING CORPORATION
ATTEST BY:
BY:/s/ Jerry G. Bridges BY:/s/ Paul E. Taft
--------------------------------- ---------------------------------
JERRY G. BRIDGES PAUL E. TAFT
Secretary President
THE STATE OF TEXAS (S)
COUNTY OF HARRIS (S)
BEFORE ME, the undersigned authority on this day personally appeared PAUL
E. TAFT, who declared he is President of the Corporation executing the foregoing
document, and, being duly sworn, acknowledged that he signed the foregoing
document in the capacity therein set forth and declared that the statements
therein contained are true.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 21st day of December, 1976.
/s/ Wendy J. Shankle
---------------------------------
NOTARY PUBLIC IN AND FOR
HARRIS COUNTY, T E X A S
FILED
In the Office of the
Secretary of State of Texas
FEB 05 1980
_____________________________________
Deputy Director, Corporation Division
THIRD AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF TAFT BROADCASTING CORPORATION
(Formerly Taft Broadcasting Systems, Inc.)
Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act, the undersigned Corporation adopts the following Third
Amendment of the Articles of Incorporation:
ARTICLE ONE
The name of the Corporation is Taft Broadcasting Corporation.
ARTICLE TWO
The Corporation has elected to terminate its status as a Close Corporation,
and Article X of the Articles of Incorporation (as amended on February 7, 1977)
is hereby deleted from the Articles of Incorporation. This election has been
approved by the affirmative vote of the holders of all of the outstanding shares
of each class, whether or not entitled to vote.
ARTICLE THREE
(A) Article III of the orginal Articles of Incorporation is hereby amended to
read as follows:
The purpose or purposes for which the Corporation is incorporated is
to conduct any lawful business for which corporations may be
incorporated under the Texas Business Corporation Act.
(B) The original Articles of Incorporation are hereby amended to add a new
Article X which shall read as follows:
ARTICLE X
Any plan or agreement which is to be amended or adopted by the Board
of Directors of the Corporation, which provides for death benefits to
any Director(s) or officer(s) of the Corporation (excluding any plan
or agreement relating to group life insurance) and any plan or
agreement to be amended or adopted which provides for a salary
continuation agreement for any Director(s) or officer(s) of the
Corporation, shall require the affirmative vote or written consent of
the holders of at least three-fourths (3/4) of the outstanding shares
of common stock of the Corporation.
ARTICLE FOUR
The date of the adoption of this Amendment by the Shareholders was February
6, 1979.
ARTICLE FIVE
The number of shares of the Corporation outstanding at the time of such
adoption was Four Thousand Eight Hundred Seventy-Five (4,875) and the number of
shares entitled to vote thereon was Four Thousand Eight Hundred Seventy-Five
(4,875).
ARTICLE SIX
The number of shares voted in favor of this Amendment was Four Thousand
Eight Hundred Seventy-Five (4,875); and the number of shares voted against this
Amendment was zero (0).
ARTICLE SEVEN
The holders of all the shares outstanding and entitled to vote on this
Amendment have heretofore signed a written consent and hereby indicate their
consent to the adoption of this Amendment by their signatures hereto.
ARTICLE EIGHT
This Amendment does not effect a change in the amount of stated capital in
the Corporation.
DATED: March 16, 1979.
TAFT BROADCASTING CORPORATION
By: /s/ Paul E. Taft
------------------------------
Paul E. Taft, President
ATTEST:
/s/ Jerry G. Bridges
- ---------------------------
Jerry G. Bridges, Secretary
-2-
THE STATE OF TEXAS (S)
COUNTY OF HARRIS (S)
BEFORE ME, the undersigned authority, personally appeared PAUL E. TAFT, who
being by me first duly sworn, declared that he is the President of TAFT
BROADCASTING CORPORATION, who signed the foregoing document, and that the
statements therein expressed are true.
SUBSCRIBED AND SWORN TO BEFORE ME, on this the 16 day of March, 1979.
/s/ Rosemary Evans
------------------------------
NOTARY PUBLIC IN AND FOR
HARRIS COUNTY, T E X A S
MY COMMISSION EXPIRES: 8-31-80
-3-
FILED
In the Office of the
Secretary of State of Texas
AUG 28 1980
CLERK II E
Corporation Division
RESTATED ARTICLES OF INCORPORATION
(Without Amendment)
TAFT BROADCASTING CORPORATION
1. Taft Broadcasting Corporation, pursuant to the provisions of Article
4.07 of the Texas Business Corporation Act, hereby adopts restated Articles of
Incorporation which accurately copy the Articles of Incorporation and all
Amendments thereto that are in effect to date and such restated Articles of
Incorporation contain no change in any provision thereof.
2. The restated Articles of Incorporation were adopted by the joint action
of the Board of Directors and Shareholders of the Corporation on the 14th day of
February, 1980. The number of shares outstanding and entitled to vote is Four
Thousand Eight Hundred Seventy-Five (4,875). The number of shares voted in favor
of the restated Articles of Incorporation was Four Thousand Eight Hundred
Seventy-Five (4,875), and the number of shares voted against was Zero (0).
3. The Articles of Incorporation and all Amendments and Supplements thereto
are hereby superceded by the following restated Articles of Incorporation which
accurately copy the entire text thereof:
ARTICLE ONE
The name of the Corporation is TAFT BROADCASTING CORPORATION.
ARTICLE TWO
The period of its duration is perpetual.
ARTICLE THREE
The purpose or purposes for which the Corporation is incorporated is to
conduct any lawful business for which corporations may be incorporated under the
Texas Business Corporation Act.
ARTICLE FOUR
The aggregate number of shares which the corporation shall have authority
to issue is Five Thousand (5,000) of the par value of One Dollar ($1.00) per
share. No Shareholder shall, have a pre-emptive right to acquire any shares or
securities of any class, whether now or hereafter authorized, which may at any
time be issued, sold or offered for sale by the Corporation.
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 post office address of its initial Registered office is 4808 San Felipe
Road, Houston, Texas, and the name of the initial Registered Agent at such
address is Paul E. Taft.
ARTICLE SEVEN
The number of Directors constituting the current Board of Directors is four
(4), and the names and addresses of the persons who are duly elected and
qualified to serve as Directors of the Corporation are:
Paul E. Taft 3442 Overbrook Lane, Houston, TX
Jerry G. Bridges 7915 Hilshire Green Dr., Houston, TX
Philip D. Taft 2237 Pelham, Houston, TX
Paul E. Milling 14211 Langbourne, Houston, TX
The right to cummulate votes in the election of Directors is expressly
prohibited.
ARTICLE EIGHT
The names and addresses of the Incorporators are ommitted pursuant to
Article 4.07C(2) of the Texas Business Corporation Act.
ARTICLE NINE
Except as may be provided in the By-Laws, the Board of Directors of this
Corporation is expressly authorized to alter, amend or repeal the By-Laws or
adopt new By-Laws of this Corporation, without any action on the part of the
Shareholders; but the Bylaws made by the Directors and the powers so conferred
may be altered or repealed by the Shareholders.
ARTICLE TEN
Any Plan or Agreement which is to be amended or adopted by the Board of
Directors of the Corporation, which provides for death benefits to any
Director(s) or Officer(s) of the Corporation (excluding any Plan or Agreement
relating to group life insurance) and any Plan or Agreement to be amended or
adopted which provides for a Salary Continuation Agreement for any Director(s)
or Officer(s) of the Corporation, shall require the affirmative vote or written
consent of the holders of at least three-fourths (3/4) of the outstanding shares
of common stock of the Corporation.
IN WITNESS WHEREOF, I have hereunto set my hand this the 8 day of August
1980.
TAFT BROADCASTING CORPORATION
By: /s/ JERRY G. BRIDGES
------------------------------------------
JERRY G. BRIDGES, Executive Vice-President
ATTEST:
/s/ Rosemary Evans
- ------------------
THE STATE OF TEXAS
COUNTY OF HARRIS
BEFORE ME, the undersigned authority, on this day personally appeared JERRY
G. BRIDGES, Executive Vice-President of Taft Broadcasting Corporation, who being
by me first duly sworn, declared that he is the person who signed the foregoing
Restated Articles of Incorporation and that the statements therein expressed are
true.
GIVEN UNDER MY HAND and SEAL OF OFFICE this the 8 day of August, 1980.
/s/ Larry D. George
---------------------------------
NOTARY PUBLIC.
Hams County, Texas
My Commission Expires: 2-4-84
FILED
In the Office of the
Secretary of State of Texas
OCT 31 1986
Clerk II-G
Corporations Section
ARTICLES OF AMENDMENT
ARTICLE ONE
The name of the corporation is TAFT BROADCASTING CORPORATION.
ARTICLE TWO
The following amendment to the Articles of Incorporation was adopted on
October 1, 1986.
Article One is amended to read: The name of the corporation is Taft
Communications, Inc.
ARTICLE THREE
The number of shares of the corporation outstanding and entitled to vote at
the time of such adoption was 3,503.
ARTICLE FOUR
The holders of all shares outstanding and entitled to vote have signed a
consent in writing adopting said amendment.
/s/ Philip D. Taft
--------------------------------
Philip D. Taft, President
/s/ Jerry G. Bridges
--------------------------------
Jerry G. Bridges, Secretary
Sworn to October 20, 1986
My Commission Expires /s/ Illegible
August 31, 1988 --------------------------------
Printed Name of Notary Notary Public in and for
Rosemary Evans the State of Texas
Dated: October 20, 1986
FILED
In the Office of the
Secretary of State of Texas
MAR 1 1989
Corporations Section
ARTICLES OF AMENDMENT
ARTICLE ONE
The name of the corporation is Taft Communications, Inc.
ARTICLE TWO
The following amendment to the Articles of Incorporation was adopted on
January 10, 1989.
Article I is amended to read:
The name of the corporation is Taft Broadcasting Company.
ARTICLE THREE
The number of shares of the corporation outstanding and entitled to vote at
the time of such adoption was 3,343.
ARTICLE FOUR
The holders of all shares outstanding and entitled to vote have signed a
consent in writing adopting said amendment.
TAFT COMMUNICATIONS, INC.
By: /s/ Jerry G. Bridges
----------------------------
Jerry G. Bridges
Its: Secretary
TAFT BROADCASTING CORPORATION OF TEXAS
CONSENT TO USE SIMILAR CORPORATE NAME
Pursuant to Article 2.05 of the Texas Business Corporation Act, the
undersigned, a corporation organized and existing under the laws of the State of
Texas, having the exclusive right to the name "Taft Broadcasting Corporation of
Texas," registered in the manner provided in such Act, hereby consents to the
use of the name "Taft Broadcasting Company" in connection with the name change
of corporate name by Taft Communications, Inc. and authorizes the Secretary of
State of the State of Texas to accept for filing Articles of Amendment for such
corporation.
Dated: 2/20/89
ATTEST: TAFT BROADCASTING CORPORATION
OF TEXAS
/s/ Illegible By: /s/ Paul E. Taft
- ------------------------ ----------------------------
Secretary President
FILED
In the Office of the
Secretary of State of Texas
MAR 31, 2000
Corporations Section
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
TAFT BROADCASTING COMPANY
ARTICLE I
The name of the corporation is Taft Broadcasting Company.
ARTICLE II
The following amendment to the Articles of Incorporation was adopted by the
written consent of the sole shareholder on March 31st, 2000.
Article I is restated in its entirety to read:
"ARTICLE ONE
The name of the corporation is Muzak Houston, Inc."
ARTICLE III
The number of shares of the corporation outstanding and entitled to
vote at the time of such adoption was 2,928 shares of common stock, $1.00 par
value per share.
ARTICLE IV
The holders of all shares outstanding and entitled to vote have signed
a consent in writing adopting this Amendment.
TAFT BROADCASTING COMPANY
By: /s/ Peni Garber
----------------------------
Peni Garber
Secretary
CONSENT TO USE OF NAME:
Muzak LLC, a Delaware limited liability company, does hereby
unconditionally and unequivocally authorize and consent to the corporate or
partnership formation of and the use of the following name:
Muzak Houston, Inc.
MUZAK LLC
a Delaware limited liability company
By: /s/ Robert P. MacInnis
--------------------------------
Name: Robert P. MacInnis
Title: Vice President
PUBLIC INFORMATION REPORT (PIR)
NOTIFICATION
Prior to tax year 2002 copies of Public Information Reports may not have been
retained by the Secretary of State of Texas. If you have received this
notification in place of a listed report prior to that date you must contact the
Comptroller of Public Accounts at (512) 463-4600 to request copies of the
record.
FILED
In the Office of the
Secretary of State of Texas
MAR 30 2001
[SEAL] Office of the Secretary of State
Corporations Section Corporations Section
P.O. Box 13697
Austin, Texas 78711-3697
- --------------------------------------------------------------------------------
CHANGE OF REGISTERED AGENT/REGISTERED OFFICE
1 The name of the entity is MUZAK HOUSTON, INC and the file number issued to
the entity by the secretary of state is 0029833800
2. The entity is: (Check one.)
[X] a business corporation, which has authorized the changes indicated
below through its board of directors or by an officer of the
corporation so authorized by its board of directors, as provided by
the Texas Business Corporation Act.
[ ] a non-profit corporation, which has authorized the changes indicated
below through its board of directors or by an officer of the
corporation so authorized by its board of directors, or through its
members in whom management of the corporation is vested pursuant to
article 2.14C, as provided by the Texas Non-Profit Corporation Act
[ ] a limited liability company, which has authorized the changes
indicated below through its members or managers, as provided by the
Texas Limited Liability Company Act.
[ ] a limited partnership, which has authorized the changes indicated
below through its partners, as provided by the Texas Revised Limited
Partnership Act.
[ ] an out-of-state financial institution, which has authorized the
changes indicated below in the manner provided under the laws
governing its formation.
3. The registered office address as PRESENTLY shown in the records of the
Texas secretary of state is 4808 SAN FELIPE ROAD, HOUSTON, TEXAS
4. [X] A. The address of the NEW registered office is: (Please provide street
address, city, state and zip code. The address must be in Texas.)
800 Brazos, Austin, TX 78701
OR [ ] B. The registered office address will not change.
5. The name of the registered agent as PRESENTLY shown in the records of the
Texas secretary of state is PAUL E TAFT
6. [X] A. The name of the NEW registered agent is Corporation Service
Company d/b/a CSC-Lawyers Incorporating Service Company
OR [ ] B. The registered agent will not change.
7. Following the changes shown above, the address of the registered office and
the address of the office of the registered agent will continue to be
identical, as required by law.
By: /s/ Illegible
----------------------------
(A Person authorized to sign
on behalf of the entity)
INSTRUCTIONS
1. It is recommended that you call (512) 463-5555 to verify the information in
items 3 and 5 as it currently appears on the records of the secretary of
state before submitting the statement for filing. You also may e-mail an
inquiry to corpinfo@sos.state.tx.us. As information on out-of-state
financial institutions is maintained on a separate database, a financial
institution must call (512) 463-5701 to verify registered agent and
registered office information. If the information on the form is
inconsistent with the records of this office, the statement will be
returned.
2. You are required by law to provide a street address in item 4 unless the
registered office is located in a city with a population of 5,000 or less.
The purpose of this requirement is to provide the public with notice of a
physical location at which process may be served on the registered agent. A
statement submitted with a post office box address or a lock box address
will not be filed.
3. An authorized officer of the corporation or financial institution must sign
the statement. In the case of a limited liability company, an authorized
member or manager of a limited liability company must sign the statement. A
general partner must sign the statement on behalf of a limited partnership.
A person commits an offense under the Texas Business Corporation Act, the
Texas Non-Profit Corporation Act or the Texas Limited Liability Company Act
if the person signs a document the person knows is false in any material
respect with the intent that the document be delivered to the secretary of
state for filing. The offense is a Class A misdemeanor.
4. Please attach the appropriate fee:
Business Corporation $15.00
Financial Institution, other than Credit Unions $15.00
Financial Institution that is a Credit Union $ 5.00
Non Profit Corporation $ 5.00
Limited Liability Company $10.00
Limited Partnership $50.00
Personal checks and MasterCard(R), Visa(R), and Discover(R) are accepted in
payment of the filing fee. Checks or money orders must be payable through a
U.S. bank or other financial institution and made payable to the secretary
of state. Fees paid by credit card are subject to a statutorily authorized
processing cost of 2.1% of the total fees.
5. Two copies of the form along with the filing fee should be mailed to the
address shown in the heading of this form. The delivery address is:
Secretary of State, Statutory Filings Division, Corporations Section, James
Earl Rudder Office Building, 1019 Brazos, Austin, Texas 78701. We will
place one document on record and return a file stamped copy, if a duplicate
copy is provided for such purpose. The telephone number is (512) 463-5555,
TDD: (800) 735-2989, FAX: (512) 463-5709.