Document 06vOk8go4EjrEy8jz8N0MYE4b

0 10 9 3 3 0 2 6 13 STATEMENT OF CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT OR BOTH BY A PROFIT CORPORATION . FILS} "oviom 1. The name of the corporation is J T THORPE COMPANY 2. The address, including street and number, of its present registered office as shown in the records of the Secretary of State of Texas before filing this statement is______________ 6833 KIRBYVILLE, HOUSTON, TEXAS 77033 3. The address, including street and number, to which its registered office is to be changed is NO CHANGE (Give new address or state "no change") A. The name of its present registered agent, as shown in the records of the Secretary of State of the State of Texas, before Tiling this statement isFRANK C. SHELDEN 5. The name of its new registered agent is GERALD W. SCOTT (Give new name or state "no change") 6. The address of its registered office and the address of the office of its registered agent, as changed, will be identical. 7. Such change was authorized by: (Check One) ____A. The Board of Directors X _ B. An officer of the corporation so authorized by the Board of Directors. ADOPTION OF PROVISIONS OF TEXAS BUSINESS CORPORATION ACT BY J. T. THORPE COMPANY Pursuant to the provisions of Article 9.14 C of the Texas Business Corporation Act, the undersigned corporation submits the following for the purpose of adopting the provisions of the Texas Business Corporation Act: 1. The name of the corporation is J. T. THORPE COMPANY; 2. It is incorporated under the laws of the State of Texas; 3. Each resolution adopted by the corporation is attached hereto and incorporated herein by reference; 4. The date each resolution was adopted by the corporation was on the 7th day of November, 1955. 5. The Post Office address of its initial re gistered office is 5440 Polk Avenue, Houston, Texas. The name of its initial registered agent at such address is W. R. Downs. i Notary Public, do hereby certify that on oiry, 1956, personally appeared before me ww.' ItrDowns, who : oir.g by me first duly sworn declared that he is the President J. T. Thorpe Company, that he signed the foregoing document as President of the corporation and that the statements therein c'"r'r Harris County, Texas. NOTICE OP REGULAR MEETING OF SHAREHOLDERS OP J. T. THORPE COMPANY TO BE HELD ON THE 7th day of November, 1955 TO: J. T. THORPE, INC., W. R. DOWNS, PRANK C. SHELDEN, JR., AND JOSEPH WEBB, constituting all of the Shareholders of J. T. Thorpe Company. You are hereby given notice that on the 7th day of November, 1955* a regular meeting will be held at the offices of J. T. Thorpe Company, at 10:00 o'clock A.M., for the pur pose of voting on the following resolution adopted by the Board of Directors: BE IT RESOLVED that pursuant to the provisions of Article 9-1^ C of the Texas Business Corpora tion Act, J. T. Thorpe Company adopt the pro visions of the Texas Business Corporation Act. J. T. sc n MEETING OF SECOND ANNUAL MEETING OF SHAREHOLDERS OF J. T. THORPE COMPANY The second annual meeting of the Shareholders of J. T. Thorpe Company was held at 5^0 Polk Avenue, Houston, Texas, on the 7th day of November, 1955* being the second Monday in November, pursuant to written notice of such meeting mailed by the Secretary more than ten (10) days prior to the date of the meeting, to each Shareholder, stating the place, day and hour of said meeting. The meeting was held at 10:00 o'clock A.M. The following Shareholders were present: J. T. Thorpe, Inc. W. R. Downs Frank C. Shelden, Jr. 2,750 shares 1,250 shares 500 shares J. T. Thorpe, Inc., was present by and through H. W. Baker, who presented his proxy from the said J. T. Thorpe, Inc., which proxy is attached hereto and made a part hereof. Joseph Webb, who holds 500 shares in the company was absent. On motion duly made and seconded, Frank C.Shelden, Jr., was elected chairman of the meeting and W. R. Downs was elected Secretary of the meeting. Ninety per cent (90$) of the stock being present, a quorum was declared present. The minutes of the last meeting of the Shareholders held on the 8th day of November, 195^, were read and approved. The Secretary of the meeting announced that the annual report of the company was not yet ready, but that it would be mailed to all Shareholders shortly after the 31st day of December, 1955. The members of the present Board of Directors, A. L. Erickson, W. R. Downs and Frank C. Shelden, Jr., were nominated and unanimously elected to be Directors for the company for the ensuing year and until their successors are duly elected and qualified. Payments under the company's profit sharing plan were discussed and inasmuch, as of the date of the Board meeting, it appeared there would be no payment s due under said plan for the current year, it was voted to pay one months salary to all employees under the bonus plan,pro vided, in the opinion of the Directors, sufficient funds were available at the close of the current year. Upon motion duly made and seconded, the following resolution was passed: RESOLVED, that pursuant to Article 9.14 C of the Texas Business Corporation Act, J. T. Thorpe Company adopts the provisions of the Texas Business Corporation Act; subject, however, to the decision of its Board of Directors to do so; and, be it further - RESOLVED that this resolution of the Share holders be submitted to a vote of the Directors of J. T. Thorpe Company at the regular annual meeting of such Directors to be held immediately after the adjournment of this Shareholders' meeting. Upon motion duly made and seconded, the following re solution was passed: RESOLVED, that the action of the Directors of the corporation during the year immediately past, for and on behalf of said corporation, and in conduct of their officers as Directors be, and the same is hereby RATIFIED and CON FIRMED by the Shareholders of J. T. Thorpe Company. There being no further business, oh and seconded, the meeting adjourned. KNOW ALL MEN BY THESE PRESENTS: That J T THORPE INC. does hereby make, constitute and appoint w. 3d .-car, our true and lawful attorney, for us and in our name, place and stead, -to attend the annual meeting of stockholders of J T Thorpe Company at Houston, Texas, on November 1955; at 10:00 A.M., of said day, and to represent us and vote as our proxy at said meeting, or at any adjournment thereof, upon all subjects, business, or matters that shall come be fore such meeting. WITNESS OUR HAND at Los Angeles, California, this 3r:` day Of Ncysaber, 1955. J T THORPE INC. President 0- (j. NOTICE OP REGULAR MEETING OP THE BOARD OP DIRECTORS OF J. T. THORPE COMPANY TO BE HELD ON November 7, 1955. TO W. R. DOWNS, FRANK C. SHELDEN, JR., and A. L. ERICKSON, constituting all of the Directors of J. T. Thorpe Company. You are hereby given notice that on the 7th day of November, 1955 > a regular meeting will be held at the offices of J. T. Thorpe Company, at 11:00 o'clock A.M., for the pur pose of voting on the following resolution adopted by the Shareholders: BE IT RESOLVED that pursuant to the provisions of Article 9.14 C of the Texas Business Corpora tion Act, J. T. Thorpe Company adopt the pro visions of the Texas Business Corporation Act. MINUTES OP THE SECOND REGULAR MEETING OP THE BOARD OF DIRECTORS OP J. T. THORPE COMPANY The second regular annual meeting of the Board of Directors of J. T. Thorpe Company was held at the offices of the company at 5^40 Polk Avenue, Houston, Texas,on the 7th day of November, 1955; and pursuant to notice given in accordance with the By-Laws, the meeting was convened immediately following the annual Stockholders' meeting held on the same day, at 11:00 o'clock A.M. Present were: W. R. Downs Prank C. Shelden, Jr. Absent at the meeting was A. L. Erickson, but present in his place in a non-voting and an advisory capacity was H. W. Baker. The minutes of the first regular annual meeting of the Board of Directors, and all special meetings held thereafter were read and approved. It was announced that Mrs. Ann Reagan had resigned as Assistant Secretary of the company effective March l6, 1955 With the exception of the office of Assistant Secretary, all of the present officers of the company were renominated to fill the respective offices now held by them for the ensuing year or until their successors are elected. They were unanimously elected and the presiding officer announced as a result of the election, the following officers for the ensuing year were: W. R. Downs, President Prank C. Shelden, Jr., Vice-President A. L. Erickson - Treasurer and Chairman of the Board T. H. Riggs - Secretary Mary Severance - Assistant Treasurer. It was decided that the office of Assistant Secretary would be left vacant for the time being. The company's present insurance problems, purchase of its present offices and warehouse, possible sub-letting of a portion thereof all were informally discussed, but no action was taken in connection therewith. Mr. Baker in dicated that he would present to J. T. Thorpe, Inc., the desire of this company to enter into a lease purchase agree ment and inform this company as to the result of his dis cussion with the said J. T. Thorpe, Inc. There followed a discussion concerning the payment of dividends and it was the decision of the Board that no action should be taken concerning dividends at this time. Payments under the company's profit sharing plan were discussed and inasmuch, as of the date of the Board meeting, it appeared there would be no payments due under said plan for the current year, it was voted to pay one months salary to all employees under the bonus plan, provided, in the opinion of the Directors, sufficient funds were available at the close of the current year. Upon motion duly made and seconded, it was further RESOLVED that the President and Vice-President and Treasurer be and the same are hereby authorized to distribute an amount, not to exceed a total of $1 ,000.00 to such persons employed on an hourly basis by the company, and considered by such designated officers of the company to be key employees; provided, at the close of the current year, in the opinion of the Directors, sufficient funds are available from which to pay such bonus; in the event such bonus is paid, it shall be distributed among such key employees as said officers, in their sole discretion, shall determine, it being the desire of the Board of Directors to reward such employees so designated in accordance with their respective merits and length of service with the company. Upon motion duly made and seconded, it was further RESOLVED, that pursuant to the provisions of Article 9*1^ C of the Texas Business Corporation Act, J. T. Thorpe Company adopts the provisions of the Texas Business Corporation Act; and further, that the President and Secretary of the company be authorized to sign and submit to the Secretary of State of the State of Texas the required forms adopting the pro visions of the Texas Business Corporation Act. Upon motion duly made and seconded, it was further RESOLVED, that all of the actions and con duct of the officers of the company for and in behalf of said company during the past calendar year be, and such action and conduct is hereby RATIFIED and CONFIRMED by the unanimous vote of the Board of Directors of the company. There being no further business, on motion duly made and seconded, the meeting was adjourned. Chairman of Board Meeting / CHARTER Approval & fiU,] ,;lr OffA-c of S-.'i'n'liirv of Slat DEC 2:: *953 THE 3 TnTE OF TEXAS ) ) county of Harris ) "~A-knot all isn by these presents: That we, V7. R. D07/NS, FRaNK C. 3KSLQSN, JR., and T. H. RIGGS, all citizens of the State of Texas, under and by virtue of the laws of this State do hereby voluntarily associate ourselves together for the purpose of forming a private corporation under such laws upon the following terms and conditions: I. The name of the corporation shall be J. T. THORPE COMPANY. II. The purpose for which it is formed is to contract for the erection, construction or repair of any building, structure or im provement, public or private, and erect, construct or repair same or any part thereof, and to acquire, own, prepare for use any mater ials for said purpose, all as authorized by Subdivision 1+6, Article 1302 of the Texas Revised Civil Statutes of 1925. III. The places where the business of the corporation is to be transacted are Houston, Harris County, Texas, and elswhere within cr without the State of Texas, in accordance with the laws of said State, and its principal place of business is to be in Houston, Harris County, Texas. IV. The term for which it is to exist is Fifty (50) Years. THE STATS OF T EXAS ) ) COUNTY OF HARRIS ) BEFORE IRE, the undersigned authority, on this day personally appeared V7. R. DOVIKS, FRaHK C. 3HELDEH, JR., and T.H.RIGGS, known to me to be the persons whose names are subscribed below, who, having been duly sworn by me on oath depose and say each for himself: That they are the identical parties who executed the Charter of the J.T.Thorpe Company, which is sought to be incorporated under the laws of the State of Texas; that the full amount of the capital stock, with par value to be issued by said corporation,namely FIFTY THOUSAND ($50,000.00) DOLLARS, has been in good faith subscribed and paid for in cash; that the follower: are the names, residences and post office addresses of the parties cv'cscribing to said capital stock: names______________________ reside:::- rCST OFFICE ADDAG J.T.Thorpe, Inc. California 943 East Second 3t. Las Angeles, Califer-. 17. R. Downs Texas 4102 Case Street Houston, Texas. Frank C. Ehelden, Jr# Texas 3515 Purdue Street Houston, Texas. That the amount subscribed by ;a :he amount paid by e'-ch in cash is shown as follows: IIAMES AMOUNT SUBSCRI ;GD AMOUNT PAID J.T.Thorpe, Inc. T>;. P.. 3 owns ^ rank C. ohelden, Jr. 2.750 Shares 1.750 Shares 500 Shares 327,500.00 17,500.00 owns (^) 0 ( Frank C. Shdlden, Jr. '--.. V The number of Directors shall be Three (3), or any number as fixed by the By-laws of the corporation, but in no event less than Three (3), and the names and residences of those who are appointees for the first year are as follows: NAMES A. L. Erickson <' R * Downs Frank C, Shelden, Jr. RESIDENCES 948 East Second Street, Los Angeles, California 4102 Case Street, Houston 3515 Purdue Street, TT VI. The amount of capital stock is FIFTY THOUSAND (050,000,00) XT. divided into Five Thousand (5,000) Shares, each of the par value TEN ($10,00) DOLLARS, all of which capital stock has been in good faith subscribed and all of which has been paid in, as is further shown by affidavit attached hereto, xO a A. 0, 'rank C. Sh^lden, Jr, THE STATE OF TEXAS ) COUNTY CF HARRIS ) ) BEFORE ME, the undersigned authority, on thi.> personally appeared W.R.DOWNS, FRaKK C. 3HELDSN, JR,, and T.H.AI known to me to be the persons whose names are subscribed to the : . going instrument, and also known to me to be citizens of said 3t , and each acknowledged to me that he executed the same for the pu; . v Od Ti.* /*'i TLid OF TEXAS ) ) COUNTY OF HARRIS ) SUBSCRIBED AND SWORN TO BEFORE IIS by the said 7;.R.Downs, Frank C. Shelden, Jr. and T.H.Ai :gs, respectively, this hay of > 1953. STATEMENT OF CHANGE OF REGISTERED OFFICE AND REGISTERED AGENT TO THE SECRETARY OF STATE OF THE STATE OF TEXAS: Pursuant to the provisions of the Texas Business Corporation Act, the undersigned corporation, organized under the laws of the State of Texas, submits the following statement for the purpose of changing its registered office and registered agent in the State of Texas: 1. The name of the corporation is J. T. Thorpe Company. 2. The post office address of its present registered office is 5440 Polk; Avenue, Houston, Texas 770233- The post office address to which its registered office is to "be changed is 6833 Kirbyville, Houston, Texas 770334. The name of its present registered agent is W. R. Downs 5- The name of its successor registered agent is Frank C. Shelden, Jr. 6. The post office address of its registered office and the post office address of the business office of its registered agent, as changed, will be identical. 7. Such change was authorized by resolution duly adopted by its Board of Directors on the 20th day of November, 1968. Dated the day of January, 1969. J. T. THORPE COMPANY / THE STATE OF TEXAS COUNTY OF HARRIS jf I, >J \T. , a Notary Public, do hereby certify that on this 2sl day of January, A.D. 1969* personally appeared before me FRANK C. SHELDEN, JR., who being by me first duly sworn, declared that he is the President of J. T. Thorpe Company, that he signed the foregoing document as President of the corporation, and that the statements therein contained are true. STATEMENT OF Pursuant to the provisions of Article 4.11 of the Texas Busi ness Corporation Act, the undersigned corporation submits the fol lowing statement of cancellation by resolution of its Eoard of Directors of shares of the corporation re-acquired by it, other than redeemable shares redeemed or purchased: 1. The name of the corporation is J. T. THORPE COMPANY. 2. A resolution was duly adoptsi b the Board of Directors on the 20th day of November, 1968, authorizing the canw' ' u on of 830 treasury shares, itemized ac to lows: Class N r :f Shares Common Stock 3,0 The amount of stated en: ' - esented by the shares to be cance en Thousand Sixty and No/100 Dollar .'X)). .J The aggregate number of : ares, itemized b5r classes and series a:. ; e, if any, after giving effect to s . . cation, is 7,170, itemized as follov : Class PaVal Number of Shares Common Stock $10 CO 4,570 Common Stock $16. St-' 2,600 4. The amount of the stated capital of the corpora tion, after giving effect to sue h cancellation. is Eighty-Nine Thousand Five Hundred Fifty and No/100 Dollars ($89,550.00) } Dated the day of January, 1969. J. T. THORPE COMPANY THE STATE OF TEXAS COUNTY OF HARRIS I, 'J __, a Notary Public, do hereby certi that on this day of January, A.D. 19o9j personally appears before me FRANK C. SHELDEN, JR., who, being by me first duly sw. declared that he is the President of J. T. Thorpe Company, that signed the foregoing document as President of the corporation, that the statements therein contained are true. U,. /. iC ' PuCbi'c 1/^and7Tor Notar Harrf s Coun1jcvv,* T e /< a s RESTATED ARTICLES OF INCORPORATION OF J T THORPE COMPANY * , ,y.* 1 ,rP`o'v 1. J T THORPE COMPANY, 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 as further amended by such Restated Articles of Incorporation as hereinafter set forth and which contain no other change in any provision thereof. 2. The Articles of Incorporation of the corporation are amended by the Restated Articles of Incorporation as follows: a. The Articles of Incorporation are hereby amended by adding thereto a new Article II reading as follows: "The period of its duration is perpetual." b. The Articles of Incorporation are hereby amended by adding thereto a new Article III reading as follows: "The purpose for which the corporation is organized is to engage in the transaction of any or all lawful business for which corpora tions may be incorporated under the Texas Business Corporation Act." c. The Articles of Incorporation are hereby amended by adding thereto a new Article IV reading as follows: "The aggregate number of shares which the corporation shall have authority to issue is Ten Million (10,000,000) Shares of Common Stock without par value." 4.1. Pre-emptive Rights. No holder of securities of the corporation shall be entitled as a matter of right, pre-emptive or otherwise, to subscribe for or purchase any securities of the corporation now or hereafter authorized to be issued, or securities held in the treasury of the corporation, whether issued or sold for cash or other consideration or as a dividend or otherwise. Any such securities may be issued or disposed of by the Board of Directors to such persons and on such terms as in its discretion it shall deem advisable. 4.2 Purchase of Shares. Subject to compliance with all applicable laws and with any restrictions appearing elsewhere in these Articles of Incorporation, the corporation may, upon resolution of its Board of Directors, purchase, directly or indirectly, its own shares to the extent of the aggregate of unrestricted capital surplus available therefor and unrestricted reduction surplus available therefor. 4.3 Voting Requirements for Certain Corporate Action. Except as may otherwise be specifically provided in these Articles of Incorporation, with respect to any action required to be taken by the holders of the capital stock of the corporation, or the holders of any class or series thereof, the vote or concurrence of the holders of a majority of the shares of such capital stock or the holders of a majority of the shares of such class or series, as the case may be, shall be sufficient to authorize such action, notwithstanding any provision of the Texas Business Corporation Act requiring the vote or concurrence of the holders of a greater number of shares of such capital stock, class or series." 3. Each such amendment made by these Restated Articles of Incorporation has been effected in conformity with the provisions of the Texas Business Corporation Act and such Restated Articles of Incorporation and each such amendment made by the Restated Articles of Incorporation were duly adopted by the shareholders of the corporation on the 29th day of April, 1981. 4. The number of shares outstanding was 81497; the number of shares entitled to vote on the Restated Articles of Incorpora tion as so amended was 81497; the number of shares voted for such Restated Articles as so amended was 81397; and the number of shares voted against such Restated Articles of Incorporation as so amended was -0-. 5. The Articles of Incorporation and all amendments and supplements thereto are hereby superseded by the following Restated Articles of Incorporation which accurately copy the entire text thereof and as amended as above set forth: -2- RESTATED ARTICLES OF INCORPORATION OF J T THORPE COMPANY ARTICLE I The name of the corporation is J T Thorpe Company. ARTICLE II The period of its duration is perpetual. ARTICLE III The purpose for which the corporation is organized is to engage in the transaction of any or all lawful business for which corporations may be incorporated under the Texas Business Corporation Act. ARTICLE IV The aggregate number of shares which the corporation shall have authority to issue is Ten Million (10,000,000) Shares of Common Stock without par value. 4.1. Pre-emptive Rights. No holder of securities of the corporation shall be entitled as a matter of right, pre emptive or otherwise, to subscribe for or purchase any securities of the corporation now or hereafter authorized to be issued, or securities held in the treasury of the corporation, whether issued or sold for cash or other consideration or as a dividend or otherwise. Any such securities may be issued or disposed of by the Board of Directors to such persons and on such terms as in its discretion it shall deem advisable. 4.2. Purchase of Shares. Subject to compliance with all applicable laws and with any restrictions appearing else where in these Articles of Incorporation, the corporation may, upon resolution of its Board of Directors, purchase, directly or indirectly, its own shares to the extent of the aggregate of unrestricted capital surplus available therefor and unrestricted reduction surplus available therefor. -3- 4.3_ Voting Requirements for Certain Corporate Action. Except as may otherwise be specifically provided in these Arti cles of Incorporation, with respect to any action required to be taken by the holders of the capital stock of the corporation, or the holders of any class or series thereof, the vote or con currence of the holders of a majority of the shares of such class or series, as the case may be, shall be sufficient to authorize such action, notwithstanding any provision of the Texas Business Corporation Act requiring the vote or concurrence of the holders of a greater number of shares of such capital stock, class or series. ARTICLE V The corporation has heretofore complied with the requirements of the Texas Business Corporation Act with respect to initial mini mum consideration for the issuance of shares. ARTICLE VI The address of the corporation's registered office is 6833 Kirbyville, Houston, Texas 77033, and the name of its registered agent at such address is Frank C. Shelden. ARTICLE VII The number of directors constituting the Board of Directors is four, and the names and addresses of the persons who are currently serving as the directors until the next annual meetir.i of the shareholders or until their respective successors are elected and qualified are: Name Address Horace W. Baker Frank C. Shelden M. P. Proctor W. R. Solaini 948 East 2nd St., Los Angeles, CA 1202 Riverbend Dr., Houston, TX ~ ' 7515 Rockhill, Houston, TX 77061 948 East 2nd St., Los Angeles, CA -4- rl DATED this /$ -- day of June, 1981. J T THORPE COMPANY By ___________ President __ ' By "J Jd/>Secretary STATE OF T E X A S COUNTY OF HARRIS I, l, a notary public, do hereby certify that oiy/this ///^ day of June, 1981, personally appeared before me Frank" C. Shelden, who being by me first duly sworn, declared that he is the President of J T Thorpe Company, that he signed the foregoing document as President of said corporation, and that the statements therein contained are true. Notary Public inland for -,'t ,* -c~ County, TEXAS -5- ARTICLES OP AMENDMENT TO THE ARTICLES OF INCORPORATION OP J T THORPE COMPANY 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 J T THORPE COMPANY ARTICLE WO. The following amendment to the Articles of Incorporation was adopted by the shareholders of the corporation on the 20 day of March 1956 RESOLVED, that the capital stock of the corporation be increased from Fifty Thousand Dollars ($50,000.00) divided into Five Thousand (5000) shares of the par value of Ten Dollars ($10.00) each, the same being the present amount of the capital stock of the corporation, to One Hundred Thousand Six Hundred Ten Dollars ($100,610.00), consisting of Five Thousand (5000) shares of the par value of Ten Dollars (ilO.OO) per share, and Three Thousand (3000) new shares of the par value of Sixteen and 87/IOO Dollars ($16.87) each. The amendment alters or changes Article VI of the original Articles of Incorporation, and said Article VI is hereby amended to read as follows: The amount of capital stock is One Hundred Thousand Six Hundred Ten Dollars ($100,610) divided into Five Thousand (5000) shares each of the par value of Ten Dollars ($10.00), (all of which has been in good faith subscribed and all of which has been paid - as is further shown by affidavit attached to the original Articles of Incorporation) and Three Thousand (3000) shares, each of the par value of Sixteen and 87/IOO Dollars ($16.87) each. ARTICLE THREE. The number of shares of the corporation outstanding at the time of such adoption was Five Thousand (5000), and the number of shares entitled to vote thereon was Five Thousand (5000). ARTICLE FOUR. The number of shares voted for such amendment was Four Thousand Five Hundred (4500); and the number of shares voted against such amendment wa3 NONE ARTICLE FIVE. The manner in which such amendment effects a change in the amount of stated capital, and the amount of stated capital as changed by such amendment, are as follows: The amendment increases the capital stock from Fifty Thousand Dollars ($50,000) di vided into Five Thousand (5000) shares each of the par value of Ten Dollars ($10.00) per share to One Hundred Thousand Six Hundred Ten Dollars ($100,610.00) divided into Five Thou sand (5000) shares each of the par value of Ten Dollars ($10.00) per share, and of Three Thousand (3000) new shares each of the par value of Sixteen and 87/100 Dollars ($16.87) per share. DATED this the 1st day of May* 1956. THE STATE OF TEXAS ) COUNTY OF HARRIS ) Ij Beverly Guffey______________, a Notary Public, do hereby certify that on this 1st day of May 1956, personally appeared before me W. R. Downs, who declared he is the 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 there in contained are true. ""'i,','"4N WITNESS WHEREOF, I have hereunto set my hand and seal the d^.aqsCye'S' ar before written. l*o : Notary Pub34c in aha fqo* Harris County, Texas. j1 'j eavcRLY curfEY. Vly <Com'T)is:ion Ex"1'*3 *un THE STATE OP TEXAS COUNTY OP HARRIS I, Beverly Guffey, a Notary Public, do here by certify that on this 1st day of May, 1956, personally appeared before me John V. Singleton, Jr., who declared he is the Secretary of the corporation executing the foregoing document, and being first duly sworn, acknowledged that he signed the foregoing docu ment in the capacity therein set forth and declared that the state ments therein contained are true. IN WITNESS WHEREOF, I have hereunto set my hand and seal 3ttie::<^y\and year before written. a=vJU.Y Gurfci ARTICLES OF AMENDMENT BY THE SHAREHOLDERS TO THE ARTICLES OF INCORPORATION OF J. T. THORPE COMPANY Pursuant to the provisions of Art. 4.04 of the Texas Business Corporation Act, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation, which Arne'ments change the life of the corporation from 50 years to perpetw: . increases the number of authorized shares of the corporation, an! changes all shares from par value to shares without par value: ARTICLE ONE. The name of the corporation is J. T. THORPE COMPANY. ARTICLE TWO. The following amendment to the Articles of Incorporation was adopted by the shareholders of the corporation on the 20th day of November, 1968: Article IV of the Articles of Incorporation is hereby amended so as to read as follows: IV. The period of its duration is perpetual. Article VI of the Articles of Incorporation is hereby amended so as to read as follows: VI. The aggregate number of shares which the corporation shall have authority to issue is 100,000 shares, without par value. ARTICLE THREE. The number of shares of the corporation c standing at the time of such adoption was 7,170; and the numbeshares entitled to vote thereon was 7,170. ARTICLE FOUR. The number of shares voted for such amendmwas 7,100; and the number of shares voted against such amendmer.' was None. ARTICLE FIVE. The manner in which any exchange, reclassi:" tion, or cancellation of issued shares provided for in the amen rshall be effected, is as follows: The Amendment to Article VI of the Articles of Incorporation increases the authorized shares from 55000 shares with par value of Ten Dollars ($10.00) per share, and 3,000 shares with par value of Sixteen and 87/100 . Dollars ($16.87) per share, for a total of 8,000 shares, to 100,000 shares without par value, and one share without par value will be exchanged for one share with par value. ARTICLE SIX. These Amendments do not effect a change in the amount of stated capital. Dated the day of January, A.D. 1969. J. T. THORPE COMPANY And Secretar J THE STATE OF TEXAS j COUNTY OF HARRIS f I, vj 'T'- ____________, '.'.wary Public, do hereby cert that on this ~ 57 day of January. . ' o9, personally appeared before me FRANK C. SHELDEN, JR., w- ' hared he is President of t corporation executing the foregoing ; - ..cent, and being first duly sworn, acknowledged that he signed t.:.e foregoing document in the capacity therein set forth and dec-are 1 teat the statements there! contained are true. IN WITNESS WHEREOF, I have hereunto set my hand and seal toe day and year before written.