Houston Forensic Science Center, Inc. Resolutions 2014

Transcription

1 Houston Forensic Science Center, Inc. Resolutions 2014

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8 HOUSTON FORENSIC 8 CIE1\CE LGC, I NC. Resolution No RESOLUTION APPROVING SECOND AMENDMENT OF CERTIFICATE OF FORMATION WHEREAS, Houston Forensic Science LGC, Inc. ("Co rporation") was incorporhted on June "to operate an independent center providing... accurate and timely analysis of fo re n ~ i c evidence:" and WHEREAS, the letters "LG C" were included in the Corpora tion's name to reflect the Corporation's tatu as a Texas local government corpora tion: a nd WHEREAS, LGC Limited is a United Kingdom corporation that. like the Corporation, provides forensic services: and WHEREAS. on Januar~ 11, LGC Limited regi tered "LGC" a a trademark with the United States Patent and Trademark Office (Reg. No ); and WHEREAS, at the time of the Corporation's incorporation, the incorporators were unaware that "LGC" ha d been trademarked under United States law; and WHEREAS, LGC Limited has threatened to take legal action again t the Corporation if t he Corporation does not "refrain from using the acronym 'LGC' anywhere in [the] organisation's name:" and WHEREAS, the Corpor ation' Board of Directors, without agreeing that the inclusion of "LGC" in the Corporation's name violates the trademark obtained by LGC Limited, acknowledges that the deletion of"lgc" from the Corporation's name is likely to avoid confu ion between the Corporation' operation a nd the operations of LGC Limited, and, there fo re, is in the best interest of the Corporation: and WHEREAS, in light of the circumstances described above. a nd to better reflect the purpo e of the Corporation, the Board of Director finds that the name of the Corporation should be cha nged to "Houston Forensic Science Center, Inc." and that the Corporation's Cer tificate of Formation should be amended accordingly; and WHEREAS, the Corporation has prepared a second Certifica te of Amendment to the Corporation's Certificate of For mation (the "Amendment," an unsigned copy of which is attached to this Resolut ion as Exhihit "A" and incorporated herein for all Page 1 of 2

9 purpose ): NOW. THEREFORE: BE IT RESOLVED BY THE DIRECTORS OF THE CORPORATION: Section 1. That the Corporation APPROVES the second Amendment to the Corporation's Cer tificate of Formation in the form attached hereto as Exhibit ".~ ": Section 2. That, in keeping with Article XIV of the Corporation' Certificate offonnation, the Corporation requests the consent of the Houston City Co uncil to the filing of the said Amendment with the Secretary of State of Texas: Section 3. That, after the Houston City Council has so consented. the Corporation instructs the Executive Director of the Corporation to execute the said Amendment and to file the Amendment with the Secretary of State. together with any required filing fee. Section 4. Tha t this Resolution shall take effect immedim.ely upon its adoption by the Board of Directors. ADOPTED this ll day of CfUI'{ ' CERTIFICATE The undersigned hereby ce rtifie that thi~ Resolution was duly adopted by the Board of Directors of Houston Forensic Science LGC, Inc., on the J.L day of.=; 0\ : u:...-:.l,.~---' :2014. Executed thi j_1_ day of UVI'-f ' :2014. ~ Lu~~) (Signatur"(} o- Page 2 o f~

10 Form 424 (Revised 05/11) Submit in duplicate to: ecretar_ of tate P.O. Box Au tin. TX l F/\X: 512/ Filin Fee: See instructions Certificate of Amendment I hi > spac<' reserved tor office usc. The name of the fi I ing en tit) i : Entity Information Houston Forensic Science LGC Inc. State the name of the entity as current I) shown in the records of the secretary of state. If the amendment changes the name o f t h~ cnt il). state the old name and not the new name. The ti ling e n t it~ i a: c \:k<-1th ~ appropriat~ ~ntit) t)jx bt:hm.) 0 For-profit Corporation 0 Professional Corporation 0 Nonprofit Corporation 0 Professional Limited Liabi lit) CompaH) 0 Cooperative Association 0 Limitecl l.iability Company 0 Professional Association 0 Limited Partnership The fil e number issued to the filing cntit) b) the secretary of state is: _8_'0_1_6_2_0_6_8_4 The date of formation of the entity is: _J_un_e_26-',_2_0_1_2 Amendments L Amended Name (I I th ~ purpo ~ of the certi licute uf 3mcndmcnt i, to change the nam.: of the.:ntit). u...: the to lit"' ing 'tat~ n11.:n t ) The amendment changes the certificate of formati on to change the article or rrm ision that name the filing entity. The article or provision is amended to read as follows: The name of the tiling entity is: (state the new name of the entity below) Houston Forensic. cicncc Center. Inc. rh~ name nfth~ ~nti t ) m u~ t contain an org.ani/ational de,ignatinn ur :K:c~ptcd ahbr~' iation of ~uch tarn. :t> applicable. 2. A mended Registered Agent/R egistered Office The amendment change the certificate of formation to change the article or prov1s1on stating the name of the registered agent and the regi stered office address of the li I ing entity. The article or provision is amended to read as follows: Fonn-C:-! Exhibit _ A_

11 Rcg ~tered Ag.:nl (ComplciC.: either A or L3. bu1 no1 both. Abo compk1..: C'. ) 0 1\. The registered agent is an orga ni7ation (~~~~~~ ~ ~n h:.:111i t ~ ll,llll<'u abo,..:) b) the name of: OR 0 B. The registered agent is an ind ividual reside nt of the tate who c name i!-tnt \uutt' Ill Su!Ji. The per on executing thi s in strument affirm s that the person designated a the nc'' rcgi~t~.:n:j has consented to serve as reg istered agent. ag~o.: nt C. The business address or the registered agent and the registered office addre s is: TX Su eer Addre.1 f \ o I' 0 Box! \rule /if I ( 'ode 3. Other Added, Altered, or Deleted Provisions Other changes or additions to lhe certificate offormation may be made in the space provided below. lf1he space provided is insufficien t. incorporale the additional text by providing an attachment to this form. Pkasc n.:ad thc instructions to this form for further information on form at. Tn1 An: a (ll1e ~u ach~d addendum. if an). is inu rporm..:d herein ~ rc lcr..: n~. ) 0 Add each of the following prov isions to the certificate of formation. l'he identification or reference of the added provi ion and the full text arc as fo llows: D Alter each of the fo llowing provisions of the certificate of formation. The identi fication or relen.;ncc of the altered provision and the full text ofthe provi sion as amended are as foiio\ VS: 0 Delete each of the provisions identified below from the certi ticate of fonnation. Statement of Approval The amendments to the certificate of tormation have been approved in the manner requi red by the Texas Business Organizations Code and by the governing documents of the entit). hmn -1 ~

12 Effectiveness of Filing c~.:kt:t.:ithcr,\. ll. or<.) A. 0 This document becomes effccti\e \\hen the document i. filed b) tht: St:c r eta r ~ or ' tate. B. 0 Thi document becomes effective at a later date.'' hich is not mon: than n i n~ t y (90) days from the date or signing. The del a) cd effective date is: C. 0 T his document Lakes em:ct upon the occurrence of a futu re event or tact. other than the passage of time. The day after the date of signing i : The to!lowing event or fact'' iii cause the document to take effect in the manner described below : Execution The undersigned signs th is document subject to the penalties imposed b) law fo r the ubmission of a materially fa lse or fraudulent instrument and certifies under penalty of perjury that the undersigned i authorized under the provisions or law governing the entity to execute the 1i I ing i nstrumcnt. Date: Signature nfauthorit..:d rcrsnn Daniel D. Gnmer, Ph.D.. Prcs idc.:nt and CEO Printed or t) pcd name of authorit.:d pcr~un (":c im.tmctions) f urm -l~-1