EX-3.10 4 dex310.txt ARTICLES OF INCORP OF IDS ENGINEERING EXHIBIT 3.10 ARTICLES OF ORGANIZATION OF IDS ENGINEERING MANAGEMENT, LC The undersigned, acting as the sole organizer of a limited liability company under the Texas Limited Liability Company Act (the "ACT"), does hereby adopt the following Articles of Organization for IDS Engineering Management, LC (the "COMPANY"): ARTICLE ONE The name of the Company is IDS Engineering Management, LC. ARTICLE TWO The period of duration of the Company is perpetual. ARTICLE THREE The purpose for which the Company is organized is the transaction of any or all lawful business for which limited liability companies may be organized under the Act. ARTICLE FOUR The address of the initial registered office of the Company is 600 Century Plaza Drive, Bldg. 140, Houston, Texas 77037-6013 and the name of the initial registered agent of the Company at that address is William A. Coskey. ARTICLE FIVE The Company is to be managed by its members and shall have no managers. The Regulations of the Company will be adopted by the members and the power to alter, amend and/or repeal the Regulations and/or adopt new Regulations is vested in the members. The name and address of the initial member shall be as follows: Industrial Data Systems Corporation Attn: William A. Coskey 600 Century Plaza Drive, Bldg. 140 Houston, Texas 77037-6013 ARTICLE SIX Any action required by the Act or the Texas Business Corporation Act ("TBCA") to be taken at any annual or special meeting of members, or any action that may be taken at any annual or special meeting of members, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holder or holders of membership interests having not less than the minimum number of votes that would be necessary to take such action at a meeting at which the holders of all membership interests entitled to vote on the action were present and voted. Prompt notice of 1 the taking of any action by the members without a meeting by less than unanimous written consent shall be given to those members who did not consent in writing to the action. ARTICLE SEVEN No member shall have a preemptive right to acquire any membership interests or securities of any class that may at any time be issued, sold, or offered for sale by the Company. ARTICLE EIGHT A member of the Company shall not be liable to the Company or its other members for monetary damages for an act or omission in the member's capacity as a member, except that this Article Eight does not eliminate or limit the liability of a member to the extent the member is found liable for (i) a breach of the member's duty of loyalty to the Company or its members; (ii) an act or omission not in good faith that constitutes a breach of duty of the member to the Company or an act or omission that involves intentional misconduct or a knowing violation of the law; (iii) a transaction from which the member received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the member's office; or (iv) an act or omission for which the liability of a member is expressly provided in an applicable statute. Any repeal or amendment of this Article Eight by the members of the Company shall be prospective only and shall not adversely affect any limitation on the liability of a member of the Company existing at the time of such repeal or amendment. In addition to the circumstances in which the member of the Company is not liable as set forth in the preceding sentences, the member shall not be liable to the fullest extent permitted by any provision of the statutes of Texas hereafter enacted that further limits the liability of a member or of a director of a corporation. ARTICLE NINE The Company shall indemnify any person who was, is, or is threatened to be made a named defendant or respondent in a proceeding (as hereinafter defined) because the person (i) is or was a member or officer of the Company or (ii) while a member or officer of the Company, is or was serving at the request of the Company as a director, manager, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise, to the fullest extent that a limited liability company may grant indemnification to a member under the Act and the TBCA, as the same exists or may hereafter be amended. Such right shall be a contract right and as such shall run to the benefit of any member or officer who is elected and accepts the position of member or officer of the Company or elects to continue to serve as a member or officer of the Company while this Article Nine is in effect. Any repeal or amendment of this Article Nine shall be prospective only and shall not limit the rights of any such member or officer or the obligations of the Company with respect to any claim arising from or related to the services of such member or officer in any of the foregoing capacities prior to any such repeal or amendment of this Article Nine. Such right shall include the right to be paid or reimbursed by the Company for expenses incurred in defending any such proceeding in advance of its final disposition to the maximum extent permitted under the Act and the TBCA, as the same exists or may hereafter be amended. If a claim for indemnification or advancement of 2 expenses hereunder is not paid in full by the Company within 90 days after a written claim has been received by the Company, the claimant may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim, and if successful in whole or in part, the claimant shall be entitled to be paid also the expenses of prosecuting such claim. It shall be a defense to any such action that such indemnification or advancement of costs of defense are not permitted under the Act and the TBCA, but the burden of proving such defense shall be on the Company. Neither the failure of the Company (including its members or any committee thereof, special legal counsel, or members) to have made its determination prior to the commencement of such action that indemnification of, or advancement of costs of defense to, the claimant is permissible in the circumstances nor an actual determination by the Company (including its members or any committee thereof, special legal counsel, or members) that such indemnification or advancement is not permissible, shall be a defense to the action or create a presumption that such indemnification or advancement is not permissible. In the event of the death of any person having a right of indemnification under the foregoing provisions, such right shall inure to the benefit of his heirs, executors, administrators, and personal representatives. The rights conferred above shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, regulation, resolution of members, agreement, or otherwise. The Company may additionally indemnify any person covered by the grant of mandatory indemnification contained above to such further extent as is permitted by law and may indemnify any other person to the fullest extent permitted by law. To the extent permitted by then applicable law, the grant of mandatory indemnification to any person pursuant to this Article Nine shall extend to proceedings involving the negligence of such person. As used herein, the term "proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative, any appeal in such an action, suit, or proceeding, and any inquiry or investigation that could lead to such an action, suit, or proceeding. ARTICLE TEN With respect to any matter for which the affirmative vote of the holders of a specified portion of the membership interests entitled to vote is required by the Act, and notwithstanding that the Act may require a portion of the membership interest entitled to vote that exceeds that specified in this Article, the act of the members on that matter shall be the affirmative vote of the holders of a majority of the membership interests entitled to vote on that matter, rather than the affirmative vote otherwise required by the Act. ARTICLE ELEVEN The name and address of the sole organizer of the Company are as follows: 3 Susan E. Casey 2200 One American Center 600 Congress Avenue Austin, Texas 78701 IN WITNESS WHEREOF, these Articles of Organization have been executed on the _______ day of July, 2001 by the undersigned. SOLE ORGANIZER ---------------------------------- Susan E. Casey 4