Quarterly Report — Form 10-Q
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-Q Vse Corporation Form 10-Q June 30, 2006 29± 138K
2: EX-3.1 Certificate of Amendment of the Restated 6± 26K
Certificate of Incorporation of Vse
Corporation
3: EX-31.1 Section 302 CEO Certification 2± 10K
4: EX-31.2 Section 302 CFO and Pao Certification 2± 10K
5: EX-32.1 Section 906 CEO Certification 1 6K
6: EX-32.2 Section 906 CFO and Pao Certification 1 6K
EX-3.1 — Certificate of Amendment of the Restated Certificate of Incorporation of Vse Corporation
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF THE RESTATED
CERTIFICATE OF INCORPORATION
OF
VSE CORPORATION
VSE Corporation, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify that:
FIRST: The Certificate of Incorporation is duly amended by deleting
therefrom the current Article FOURTH, in its entirety, and inserting in
substitution thereof a new Article FOURTH, as follows:
FOURTH: The total number of shares of capital stock that the
Corporation shall have authority to issue is Fifteen Million (15,000,000) shares
of common stock having a par value of $0.05 per share.
SECOND: The directors of the Corporation adopted resolutions which set
forth the foregoing amendment, declared that this amendment is advisable and
directed that this amendment be submitted for action by the Corporation's
stockholders.
THIRD: The foregoing amendment has been duly adopted in accordance with
Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, VSE Corporation has caused this Certificate of
Amendment to be executed by its duly authorized President, Chief Executive
Officer and Secretary in accordance with Section 103(a)(2) of the General
Corporation Law of the State of Delaware.
DATED: May 2, 2006 VSE CORPORATION
By: /s/ DONALD M. ERVINE
___________________________
Donald M. Ervine
Chief Executive Officer and
President
ATTEST:
/s/ CRAIG S. WEBER
_________________________
Craig S. Weber, Secretary
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
VSE CORPORATION
(Includes revised Article FOURTH as amended May 2, 2006)
VSE Corporation (the "Corporation"), originally incorporated
under the name Value Engineering Company, whose original Certificate of
Incorporation was filed with the Secretary of State of Delaware on
January 22, 1959, hereby restates its Certificate of Incorporation in
its entirety and certifies that at a meeting of the Corporation's board
of directors this Restated Certificate of Incorporation was declared
advisable and duly adopted by the Corporation's directors in accordance
with the provisions of Section 245 of the General Corporation Law of the
State of Delaware. This Restated Certificate of Incorporation only
restates and integrates and does not further amend the Corporation's
Certificate of Incorporation as heretofore amended or supplemented and
there is no discrepancy between those provisions as so amended or
supplemented and the provisions of this Restated Certificate of
Incorporation.
FIRST. The name of the corporation is VSE CORPORATION.
SECOND. The registered office of the corporation within the
State of Delaware is Three Christina Centre, 201 N. Walnut Street, City
of Wilmington 19801, County of New Castle. The registered agent of the
Corporation within the State of Delaware is The Company Corporation,
Three Christina Centre, 201 N. Walnut Street, City of Wilmington 19801,
County of New Castle, the business office of which is identical with the
registered office of the Corporation.
THIRD. The nature of the business, or objects or purposes to be
transacted, promoted or carried on are:
To carry on the business of research, experimentation,
invention, discovery, testing, development, and utilization of processes
and methods, or improvements thereto, in all the arts and sciences;
including the conception, development, execution and completion of
special scientific and development projects, on its own behalf and on
behalf of any other person, firm, association, corporation, public or
private, or the Government of the United States of America, or any
foreign government, or any political subdivision thereof, or any
governmental agency, and in this connection to operate testing stations
as may be necessary or advisable.
To construct, buy, sell, lease, license, maintain and operate
laboratories and laboratory facilities of all kinds; to carry on and
make tests, experiments, analyses and to do research work and to perform
analytical, experimental and research services of all kinds whether of a
scientific nature or otherwise, and to do any and all acts and transact
any and all business which shall or may be or become incidental to or
arise out of or be connected with such business, or any part thereof.
To engage in and carry on the business of consultants; to
construct, supervise the construction of, install, maintain, own,
operate, lease, repair, service, and generally deal in and deal with
electronic, electrical, electro-mechanical and mechanical apparatus,
devices, systems, processes, machinery, supplies and any other articles
or materials used or capable of being used in connection with any of the
foregoing.
To acquire by purchase, assignment, grant, license or otherwise,
to apply for, secure, lease or in any manner obtain, to develop, hold,
own, use, exploit, operate, enjoy and introduce, to sell, assign, lease,
mortgage, pledge, grant licenses and rights of all kinds in respect of,
or otherwise dispose of, and generally to deal in and with and turn to
account for any or all purposes, either for itself or as nominee or
agent for others:
(1) Any and all inventions, devices, processes,
discoveries and formulae, and improvements and modifications
thereof and rights and interests therein;
(2) Any and all letters patent or applications for letters
patent of the United States of America or of any other country,
state, locality or authority, and any and all rights, interests
and privileges connected therewith or incidental or
appertaining thereto.
To manufacture, purchase, sell and generally trade and deal in
and with any article, product or commodity produced as the result of or
through the use of any such inventions, devices, processes, discoveries,
formulae and improvements and modifications thereof, or the like, or any
articles, products, commodities, supplies and materials used or suitable
to be used in connection therewith or in any manner applicable or
incidental thereto; to grant licenses, sub-licenses, rights, interests
and privileges in respect of any of the foregoing, and to supervise or
otherwise exercise such control over its licensees or grantees and the
business conducted by them, as may be agreed upon in its contracts or
agreements with such licensees or grantees for the protection of its
rights and interest therein, and to secure to it the payment of agreed
royalties or other considerations.
To manufacture, purchase or otherwise acquire, invest in, own,
mortgage, pledge, sell, assign and transfer or otherwise dispose of,
trade, deal in and deal with goods, wares and merchandise and personal
property of every class and description.
To acquire, and pay for in cash, stock or bonds of this
corporation or otherwise, the good will, rights, assets and property,
and to undertake or assume the whole or any part of the obligations or
liabilities of any person, firm, association or corporation.
To acquire by purchase, subscription or otherwise, and to
receive, hold, own, guarantee, sell, assign, exchange, transfer,
mortgage, pledge or otherwise dispose of or deal in and with any of the
shares of the capital stock, or any voting trust certificates in respect
of the shares of capital stock, scrip, warrants, rights, bonds,
debentures, notes, trust, receipts, and other securities, obligations,
choses in action and evidences of indebtedness or interest issued or
created by any corporations, joint stock companies, syndicates,
associations, firms, trusts or persons, public or private, or by the
Government of the United States of America, or by any foreign
government, or by any state, territory, province, municipality or other
political subdivision or by any governmental agency, and as owner
thereof to possess and exercise all the rights, powers and privileges
of ownership, including the right to execute consents and vote thereon,
and to do any and all acts and things necessary or advisable for the
preservation, protection, improvement and enhancement in value thereof.
To enter into, make and perform contracts of every kind and
description with any person, firm, association, corporation,
municipality, county, state, body politic or government or colony or
dependency thereof.
To borrow or raise monies for any of the purposes of the
corporation and, from time to time without limit as to amount, to draw,
make, accept, endorse, execute and issue promissory notes, drafts, bills
of exchange, warrants, bonds, debentures and other negotiable or non-
negotiable instruments and evidences of indebtedness, and to secure the
payment of any thereof and of the interest thereon by mortgage upon or
pledge, conveyance or assignment in trust of the whole or any part of
the property of the corporation, whether at the time owned or thereafter
acquired, and to sell, pledge or otherwise dispose of such bonds or
other obligations of the corporation for its corporate purposes.
To loan to any person, firm or corporation any of its surplus
funds, either with or without security.
To purchase, hold, sell and transfer the shares of its own
capital stock; provided it shall not use its funds or property for the
purchase of its own shares of capital stock when such use would cause
any impairment of its capital except as otherwise permitted by law, and
provided further that shares of its own capital stock belonging to it
shall not be voted upon directly or indirectly.
To have one or more offices, to carry on all or any of its
operations and business and without restriction or limit as to amount
to purchase or otherwise acquire, hold, own, mortgage, sell, convey or
otherwise dispose of, real and personal property of every class and
description in any of the states, districts, territories or colonies of
the United States, and in any and all foreign countries, subject to the
laws of such state, district, territory, colony or country.
In general to carry on any other business in connection with
the foregoing, and to have and exercise all the powers conferred by the
laws of Delaware upon corporations formed under the General Corporation
Law of the State of Delaware, and to do any or all of the things
hereinbefore set forth to the same extent as natural persons might or
could do.
The objects and purposes specified in the foregoing clauses
shall, except where otherwise expressed, be in nowise limited or
restricted by reference to, or inference from, the terms of any other
clause in this certificate of incorporation, but the objects and
purposes specified in each of the foregoing clauses of this article
shall be regarded as independent objects and purposes.
FOURTH: The total number of shares of capital stock that the
Corporation shall have authority to issue is Fifteen Million
(15,000,000) shares of common stock having a par value of $0.05 per
share.
FIFTH. The minimum amount of capital with which the corporation
will commence its business is One Thousand Dollars ($1,000.00).
SIXTH. The corporation is to have perpetual existence.
SEVENTH. The private property of the stockholders shall not be
subject to the payment of corporate debts to any extent whatever.
EIGHTH. 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 bylaws of the corporation.
To authorize and cause to be executed mortgages and liens upon
the real and personal property of the corporation.
To set apart out of any of the funds of the corporation
available for dividends a reserve or reserves for any proper purpose
and to abolish any such reserve in the manner in which it was created.
By resolution passed by a majority of the whole board, to
designate one or more committees, each committee to consist of two or
more of the directors of the corporation, which, to the extent provided
in the resolution or in the by-laws of the corporation, shall have and
may exercise the powers of the board of directors in the management of
the business and affairs of the corporation, and may authorize the seal
of the corporation to be affixed to all papers which may require it.
Such committee or committees shall have such name or names as may be
stated in the by-laws of the corporation or as may be determined from
time to time by resolution adopted by the board of directors.
When and as authorized by the affirmative vote of the holders of
a majority of the stock issued and outstanding having voting power given
at a stockholders' meeting duly called for that purpose, or when
authorized by the written consent of the holders of a majority of the
voting stock issued and outstanding, to sell, lease or exchange all or
substantially all of the property and assets of the corporation,
including its good will and its corporate franchises, upon such terms
and conditions and for such consideration, which may be in whole or in
part shares of stock in, and/or other securities of, any other
corporation or corporations, as its board of directors shall deem
expedient and for the best interests of the corporation.
NINTH. Meetings of stockholders may be held outside the State
of Delaware, if the by-laws so 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. Elections of directors need not be by ballot unless the
by-laws of the corporation shall so provide.
TENTH. 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.
ELEVENTH. No Director shall be personally liable to the
corporation or any stockholder for monetary damages for a breach of
fiduciary duty as a director, except for any matter in respect of which
such director shall be liable under Section 174 of Title 8 of the
Delaware Code (relating to the Delaware General Corporation Law) or any
amendment thereto or successor provision thereto or shall be liable by
reason that, in addition to any and all other requirements for such
liability, he (i) shall have breached his duty of loyalty to the
corporation or its stockholders, (ii) shall not have acted in good
faith, or, in failing to act, shall not have acted in good faith,
(iii) shall have acted in a manner involving intentional misconduct or a
knowing violation of law or, in failing to act, shall have acted in a
manner involving intentional misconduct or a knowing violation of law or
(iv) shall have derived an improper personal benefit. Neither the
amendment nor repeal of this Article Eleventh, nor the adoption of any
provision of the certificate of incorporation inconsistent with this
Article Eleventh, shall eliminate or reduce the effect of this Article
Eleventh in respect of any matter occurring, or any cause of action,
suit or claim that, but for this Article Eleventh would accrue or arise,
prior to such amendment, repeal or adoption of an inconsistent
provision.
IN WITNESS WHEREOF, VSE Corporation has caused this certificate
to be signed and executed in its name by D.M. Ervine, its chairman of
the board of directors and chief executive officer, attested by
C.S. Weber, its secretary, this 20th day of February, 1996.
ATTEST: VSE CORPORATION
/s/ C. S. WEBER /s/ D. M. ERVINE
C.S. Weber, D.M. Ervine,
Secretary Chairman of the Board of Directors
and Chief Executive Officer
Dates Referenced Herein and Documents Incorporated by Reference
8 Subsequent Filings that Reference this Filing
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