Exhibit 3.31a
ARTICLES OF INCORPORATION
OF
ARMDAP, INC.
I. NAME
The name of this corporation is:
ARMDAP, INC.
II. PURPOSE
The purpose of this corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California other than the banking business, the trust company business or
the practice of a profession permitted to be incorporated by the California
Corporations Code.
III. AGENT FOR SERVICE OF PROCESS
The name and address in the State of California of this corporation's
initial agent for service of process is:
Fred Armendariz
23392 Madero, Unit H
Mission Viejo, CA 92691
IV. LIABILITY OF DIRECTORS
The liability of the directors of the corporation for monetary damages
shall be eliminated to the fullest extent permissible under California law.
V. INDEMNIFICATION
This corporation is authorized to provide indemnification of agents
(as defined in Section 317 of the Corporations Code) for breach of duty to the
corporation and its stockholders through bylaw provisions or through agreements
with the agents, or both, in excess of the indemnification otherwise permitted
by Section 317 of the Corporations Code, subject to the limits on such excess
indemnification set forth in Section 204 of the Corporations Code.
VI. AUTHORIZED SHARES
This corporation is authorized to issue only one class of shares of
stock, which shall be designated as "common shares," and the total number of
shares which this corporation is authorized to issue is 100,000.
VII. CORPORATE GOVERNANCE
In accordance with the provisions of Section 204(d) of the California
General Corporation Law, the Bylaws of the corporation shall govern the powers
of the directors to take actions for the corporation.
DATED: October 3, 1991
IN WITNESS WHEREOF, the undersigned, who is the incorporator of this
corporation has executed these articles of incorporation on
October 3, 1991.
/s/ Robert F. Klueger
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Robert F. Klueger, Incorporator
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CERTIFICATE OF MERGER
Pursuant to Section 252 of the General Corporation Law of the State of
Delaware, ARMDAP, Inc., a corporation existing under the laws of California, and
ARMDAP Acquisition, Inc., do hereby certify to the following facts:
FIRST: The name and state of incorporation of each constituent corporation
that is a party to the merger is as follows:
Name State of Incorporation
---- ----------------------
ARMDAP, Inc. California
ARMDAP Acquisition, Inc. Delaware
SECOND: A Merger Agreement, dated December 29, 1999 (the "Agreement"), by
and between ARMDAP, Inc., and ARMDAP Acquisition, Inc. has been approved,
adopted, executed, acknowledged and certified by each of the constituent
corporations in accordance with the requirements of Section 252 of the General
Corporation Law of the State of Delaware.
THIRD: ARMDAP, Inc. (Surviving Corporation) hereby merges into itself,
ARMDAP Acquisition, Inc., a Delaware corporation (Merging Corporation), and said
ARMDAP Acquisition, Inc. shall be and hereby is merged into ARMDAP, Inc. which
shall be the Surviving Corporation. The name of the Surviving Corporation shall
continue to be ARMDAP, Inc., and the Surviving Corporation shall continue its
existence under the laws of the state of California.
FOURTH: The Articles of Incorporation of ARMDAP, Inc., is amended as
follows:
(a) Article III of the Articles of Incorporation shall be amended to read
in full as follows:
The name and address in the State of California of this
corporation's initial agent for service of process is:
CT Corporation System
818 West Seventh Street
Suite 1004
Los Angeles, California 90017
(County of Los Angeles)
(b) Article VI of the Articles of Incorporation shall be amended to read in
full as follows:
This corporation is authorized to issue only one class of
shares of stock, which shall be designated as "common shares,"
and the total number of shares which this corporation is
authorized to issue is 1,000.
FIFTH: The Surviving Corporation may be served with process in the
State of Delaware in any proceeding for enforcement of any obligation of ARMDAP
Acquisition, Inc. as well as for enforcement of any obligations of the Surviving
Corporation arising from the merger, including any suit or other proceedings to
enforce the right of any stockholder as determined in appraisal proceedings
pursuant to the provision of Section 262 of Title 8 of the Delaware Code and it
does hereby irrevocably appoint the Secretary of State of Delaware as its agent
to accept service of process in any such suit or other proceedings. The address
to which a copy of such process shall be mailed by the Secretary of State of
Delaware is 3 Goodyear Road, Irvine, California, 92718 until the Surviving
Corporation shall have hereafter designated in writing to the said Secretary of
State a different address for such purpose. Service of such process may be made
by personally delivering to and leaving with the Secretary of State of Delaware
duplicate copies of such process, one of which copies the Secretary of State of
Delaware shall forthwith send by registered mail to said ARMDAP, Inc. at the
above address.
SIXTH: The Surviving Corporation shall cause to be on file at 3 Goodyear
Road, Irvine, California, 92718, the executed Agreement. Upon request and
without cost, the Surviving Corporation shall cause to be furnished to any
stockholder of the parties, a copy of the Agreement.
[THIS SPACE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, ARMDAP, Inc. has caused this Certificate to be signed
by Alfredo C. Armendariz, Jr., its authorized officer, this 29th day of
December, 1999.
ARMDAP, INC.
By: /s/ Alfredo C. Armendariz, Jr.
-------------------------------
President
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CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
ARMDAP, INC.
* * * * * * * *
We, Thomas S. Johnson, the Chairman and Raymond Schilling, the Vice
President, Secretary and Treasurer of ARMDAP, Inc., a corporation duly organized
and existing under the laws of the State of California, do hereby certify:
1. That they are the Chairman and the Vice President, Secretary and
Treasurer, respectively, of ARMDAP, Inc., a California corporation.
2. That an amendment to the articles of incorporation of this corporation
has been approved by the board of directors.
3. The amendment so approved by the board of directors is as follows:
Article I of the articles of incorporation of this corporation is amended
to read as follows:
I. NAME
The name of this corporation is:
PACIFIC OFFICE SOLUTIONS, INC.
4. That the sole shareholder has adopted said amendment by written consent.
That the wording of said amendment as approved by written consent of the
shareholders is the same as that set forth above. That said written consent was
signed by the holders of outstanding shares having not less than the minimum
number of required votes of shareholders necessary to approve said amendment in
accordance with Section 902 of the California Corporation Code.
5. That the designation and total number of outstanding shares entitled to
vote on or give written consent to said amendment and the minimum percentage
vote required of each class or series entitled to vote on or give written
consent to said amendment for approval thereof are as follows:
Number of shares outstanding entitled to Minimum percentage vote
Designation vote or give written consent required to approve*
- ----------- ---------------------------------------- -----------------------
Common 1,000 100%
6. That this certificate shall become effective on April 1, 2001.
Each of the undersigned declares under penalty of perjury that the
statements contained in the foregoing certificate are true of their own
knowledge.
Executed at Tampa, Florida on March 30, 2001.
/s/ Thomas S. Johnson
---------------------------------
Thomas S. Johnson
Chairman of the Board
/s/ Raymond Schilling
---------------------------------
Raymond Schilling, Vice President
Treasurer and Secretary
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