EXHIBIT NO. 3.7
CERTIFICATE OF INCORPORATION
OF
YELLOW TECHNOLOGY SERVICES, INC.
FIRST: The name of the corporation is Yellow Technology Services, Inc.
SECOND: The address of the registered office of the corporation in the
State of Delaware is 32 Loockerman Square, Suite L-100, in the City of Dover,
County of Kent. The name of the registered agent of the corporation at such
address is the Prentice-Hall Corporation System, Inc.
THIRD: The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.
FOURTH: The total number of shares of stock which the corporation is
authorized to issue is ten thousand (10,000) shares of common stock, having a
par value of one dollar ($1.00) per share.
FIFTH: The business and affairs of the corporation shall be managed by the
board of directors, and the directors need not be elected by ballot unless
required by the bylaws of the corporation.
SIXTH: In furtherance and not in limitation of the powers conferred by the
laws of the State of Delaware, the board of directors is expressly authorized to
adopt, amend or repeal the bylaws.
SEVENTH: A director of the corporation shall not be personally liable to
the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, as the same exists or hereafter may be amended, or (iv) for any transaction
from which the director derived an improper personal benefit. If the Delaware
General Corporation Law hereafter is amended to authorize the further
elimination or limitation of the liability of directors, then the liability of a
director of the corporation, in addition to the limitation on personal liability
provided herein, shall be limited to the fullest extent permitted by the amended
Delaware General Corporation Law. Any repeal or modification of this paragraph
by the stockholders of the corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director of the
corporation existing at the time of such repeal or modification.
EIGHTH: The corporation reserves the right to amend and repeal any
provision contained in this Certificate of Incorporation in the manner
prescribed by the laws of the State of Delaware. All rights herein conferred are
granted subject to this reservation.
NINTH: The incorporator is William F. Martin, Jr., whose mailing address is
P.O. Box 7563, Overland Park, Kansas 66207.
I, THE UNDERSIGNED, being the incorporator, for the purpose of forming a
corporation under the laws of the State of Delaware, do make, file and record
this Certificate of Incorporation, do certify that the facts herein stated are
true, and, accordingly, have hereto set my hand and seal this 7th day of May,
1992.
/s/ WILLIAM F. MARTIN, JR.
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William F. Martin, Jr.
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
Yellow Technology Services, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware.
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of Yellow Technology
Services, Inc. resolutions were duly adopted setting forth a proposed amendment
of the Certificate of Incorporation of said corporation, declaring said
amendment to be advisable and calling a meeting of the stockholders of said
corporation for consideration thereof. The resolution setting forth the proposed
amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this corporation be
amended by changing the Article thereof numbered "FIRST" so that, as amended,
said Article shall be and read as follows: "The name of the corporation is
Yellow Services, Inc."
SECOND: That thereafter, pursuant to resolution of its Board of Directors,
a special meeting of the stockholders of said corporation was duly called and
held upon notice in accordance with Section 222 of the General Corporation Law
of the State of Delaware at which meeting the necessary number of shares as
required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
FOURTH: That the capital of said corporation shall not be reduced under or
by reason of said amendment.
IN WITNESS WHEREOF, said Yellow Technology Services, Inc., has caused this
certificate to be signed by William F. Martin, Jr., an Authorized Officer, this
4th day of April, 1997.
BY: /s/ WILLIAM F. MARTIN, JR.
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TITLE OF OFFICER: Secretary
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
Yellow Services, Inc. a corporation organized in the existing under by
virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors, a resolution was duly
approved setting forth a proposed amendment of the certificate of incorporation
of said Corporation and declaring said amendment to be advisable and calling a
meeting of the stockholders of the Corporation in consideration thereof. The
resolution setting forth the proposed amendment is as follows:
RESOLVED, that the certificate of incorporation of this Corporation be
amended by changing the article thereof numbered "FIRST" so that, as
amended said article shall be and read as follows:
"The name of the Corporation is Yellow Technologies, Inc."
SECOND: That thereafter, pursuant to resolution of the Board of Directors,
a special meeting of the stockholder of said Corporation was duly called and
held upon notice in accordance with section 222 of the General Corporation Law
of the State of Delaware at which meeting the necessary number of shares as
required by statute voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of section 242 of the General Corporation Law of the State of
Delaware.
FOURTH: That the capital of said Corporation shall not be reduced under or
by reason of said amendment.
IN WITNESS WHEREOF, said Corporation has caused a certificate to be signed
by William F. Martin, Jr. Secretary, the 31st of January, 2000:
By: /s/ WILLIAM F. MARTIN, JR.
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Authorized Officer
Printed Name: William F. Martin, Jr.
Title: Secretary
CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE
OF
YELLOW TECHNOLOGIES, INC.
YELLOW TECHNOLOGIES, INC., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
The present registered agent of the corporation is THE PRENTICE-HALL
CORPORATION SYSTEM, INC. and the present registered office of the corporation is
in the county of New Castle.
The Board of Directors of YELLOW TECHNOLOGIES, INC. adopted the following
resolution on the 23rd day of February, 2001.
Resolved, that the registered office of YELLOW TECHNOLOGIES, INC. in the
state of Delaware be and it hereby is changed to Corporation Trust Center, 1209
Orange Street, in the City of Wilmington, County of New Castle, and the
authorization of the present registered agent of this corporation be and the
same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is
hereby constituted and appointed the registered agent of this corporation at the
address of its registered office.
IN WITNESS WHEREOF, YELLOW TECHNOLOGIES, INC. has caused this statement to
be signed by William F. Martin, Jr., its Senior Vice President, this 13th day of
March, 2001.
/s/ WILLIAM F. MARTIN, JR.
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William F. Martin, Jr., Senior Vice President