EX-3.42 40 dex342.htm ARTICLES OF INCORPORATION OF TEMPLE HOLDING COMPANY Articles of Incorporation of Temple holding Company

Exhibit 3.42

 

CERTIFICATE OF INCORPORATION

 

OF

 

TEMPLE HOLDING COMPANY

 

ARTICLE ONE

 

The name of the corporation is Temple Holding Company,

 

ARTICLE TWO

 

The address of the corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

 

ARTICLE THREE

 

The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organize under the General Corporation Law of the State of Delaware.

 

ARTICLE FOUR

 

The total number of shares of stock which the corporation has authority to issue is 1,000 shares of Common Stock, with a par value of $.01 per share.

 

ARTICLE FIVE

 

The name and mailing address of the sole incorporator is as follows:

 

NAME


 

MAILING ADDRESS


Barbara Beach   200 East Randolph Drive
    Suite 5700
    Chicago, Illinois 60601

 


ARTICLE SIX

 

The corporation is to have perpetual existence.

 

ARTICLE SEVEN

 

In furtherance and not in limitation of the powers conferred by statute, the board of directors of the corporation is expressly authorized to make, alter or repeal the by-laws of the corporation.

 

ARTICLE EIGHT

 

Meetings of stockholders may be held within or without other State of Delaware, as the by-laws of the corporation may provide. The books of the corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation. Election of directors need not be by written ballot unless the by-laws of the corporation shall so provide.

 

ARTICLE NINE

 

The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

 

ARTICLE TEN

 

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 Suction 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit.

 

I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is our act and deed and the facts herein stated are true, and accordingly have hereunto set our hands this day of July 23, 1997.

 

/s/ Barbara A. Beach

Barbara A. Beach

 


CERTIFICATE OF AMENDMENT

 

OF

 

CERTIFICATE OF INCORPORATION

 

Temple Holding Company, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

 

DOES HEREBY CERTIFY:

 

FIRST: That the Board of Directors of said corporation, by the unanimous written consent of all of its members, filed with the minutes of the Board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

 

RESOLVED, that the Certificate of Incorporation of Temple Holding Company be amended by changing the Article One, thereof, so that, as amended, said Article shall be and read as follows:

 

The name of the corporation is Utiliserve, Inc.

 

SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware and written notice of the adoption of the amendment has been given as provided in Section 228 of the General Corporation Law of the State of Delaware to every stockholder entitled to such notice.

 

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

 


IN WITNESS WHEREOF, said Temple Holding Company has caused this certificate to be signed by, its President, this 11 day of June, 1999.

 

TEMPLE HOLDING COMPANY
By:  

/s/ Ricky J. McClure

   

Ricky J. McClure, President

 


CERTIFICATE OF CORRECTION

FILED TO CORRECT A CERTAIN ERROR

IN THE CERTIFICATE OF INCORPORATION

OF TEMPLE HOLDING COMPANY

FILED IN THE OFFICE OF THE SECRETARY OF STATE OF DELAWARE

ON JULY 24TH 1997.

 

Temple Holding Company, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware.

 

DOES HEREBY CERTIFY:

 

1. The name of the corporation is Temple Holding Company.

 

2. That a Certificate of Incorporation was filed by the Secretary of State of Delaware on July 24th, 1997 and that said Certificate requires correction as permitted by Section 103 of the General Corporation Law of the State of Delaware.

 

3. The inaccuracy or defect of said Certificate to be corrected is as follows: The total number of shares of stock which the corporation has authority to issue is 1,000 shares of Common Stock with a par value of $.01 per share.

 

4. Article Four of the Certificate of Incorporation is corrected to read as follows: The total number of shares of stock which the corporation has authority to issue is 2,500 shares of Common Stock, with a par value of $.01 per share.

 

IN WITNESS WHEREOF, said Temple Holding Company has caused this Certificate to be signed by Barbara Beach, its Sole Incorporator, this 29th day of July, 1997.

 

Barbara Beach

Sole Incorporator