EX-3.12 7 a2203045zex-3_12.htm EX-3.12

Exhibit 3.12

 

CERTIFICATE OF INCORPORATION

 

OF

 

INTERNATIONAL CONSTRUCTION MANAGEMENT SERVICES, INC.

 

1.             The name of the corporation is INTERNATIONAL CONSTRUCTION MANAGEMENT SERVICES, INC.

 

2.             The address of its registered office in the State of Delaware is No. 100 West Tenth Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

 

3.             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 organized under the General Corporation Law of Delaware.

 

4.             The total number of shares of stock which the corporation shall have authority to issue is one thousand (1,000) common; all of such shares shall be without par value.

 



 

5A.          The name and mailing address of each incorporator is as follows:

 

NAME

 

MAILING-ADDRESS

 

 

 

K. L. Husfelt

 

100 West Tenth Street

 

 

Wilmington, Delaware 19801

 

 

 

B. A. Schuman

 

100 West Tenth Street

 

 

Wilmington, Delaware 19801

 

 

 

E. L. Kinsler

 

100 West Tenth Street

 

 

Wilmington, Delaware 19801

 

5B.          The name and mailing address of each person, who is to serve as a director until the first annual meeting of the stockholders or until a successor is elected and qualified, is as follows:

 

NAME

 

MAILING-ADDRESS

 

 

 

Paul A. Praderio

 

73 Mt. Wayte Street

 

 

Framingham, Massachusetts 01701

 

 

 

Morse H. Klubock

 

73 Mt. Wayte Street

 

 

Framingham, Massachusetts 01701

 

 

 

Richard Johnson

 

73 Mt. Wayte Street

 

 

Framingham, Massachusetts 01701

 

 

 

David C. Malone

 

73 Mt. Wayte Street

 

 

Framingham, Massachusetts 01701

 

 

 

Fred A. Reif

 

73 Mt. Wayte Street

 

 

Framingham, Massachusetts 01701

 

6.             The corporation is to have perpetual existence.

 



 

7.             In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:

 

To make, alter or repeal the by-laws of the corporation.

 

8.             Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide.

 

Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) 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.

 

9.             The corporation reserves the right to amend; alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or here-after prescribed by statute; and all rights conferred upon stockholders herein are granted subject to this reservation.

 



 

WE, THE UNDERSIGNED, being each of the incorporators 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 24th day of April, 1981.

 

 

K. L. Husfelt

 

K. L. Husfelt

 

 

 

B. A. Schuman

 

B. A. Schuman

 

 

 

E. L. Kinsler

 

E. L. Kinsler