EX-99.T3A-8 6 a19-11484_2ex99dt3a8.htm EX-99.T3A-8

Exhibit T3A-8

 

 

State of Delaware

 

Secretary of State

 

Division of Corporations

 

Delivered 07:57 PM 09/24/2004

 

FILED 07:57 PM 09/24/2004

 

SRV 040694778 — 3855953 FILE

 

CERTIFICATE OF INCORPORATION

OF

COLUMBIA OILFIELD SUPPLY, INC.

 

ARTICLE I

 

The name of the corporation is Columbia Oilfield Supply, Inc. (the “Corporation”).

 

ARTICLE II

 

The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

 

ARTICLE III

 

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 the State of Delaware.

 

ARTICLE IV

 

The total number of shares of stock which the Corporation has the authority to issue is 1,000 shares of common stock, with a par value of $0.10 per share.

 

ARTICLE V

 

The name and mailing address of the sole incorporator is as follows: Mary Ellen Scanlan, Esq., Holland & Hart LLP, 555-l7th Street, Suite 3200, Denver, CO 80202.

 

ARTICLE VI

 

The Corporation is to have perpetual existence.

 

ARTICLE VII

 

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 Bylaws of the Corporation.

 


 

ARTICLE VIII

 

The initial Board of Directors shall consist of five members, and the names and addresses of the persons who are to serve as directors until the first annual meeting of the stockholders, or until their successors are elected and qualified, are as follows:

 

Names

 

Mailing Addresses

Michael J. McNulty

 

4200, 150 - 6th Avenue S.W.

 

 

Calgary, Alberta T2P 3Y7

 

 

CANADA

 

 

 

Doug Strong

 

4200, 150 — 6th Avenue S.W.

 

 

Calgary, Alberta T2P 3Y7

 

 

CANADA

 

 

 

Kevin Quinn

 

363 North Sam Houston Parkway

 

 

Houston, TX 77060

 

 

 

Pat McCollum

 

500 Winscott Road

 

 

Fort Worth, TX 76126

 

 

 

Joe Kinder

 

363 North Sam Houston Parkway

 

 

Houston, TX 77060

 

ARTICLE IX

 

Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws 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 Bylaws of the Corporation. Election of directors need not be by written ballot unless the Bylaws of the Corporation so provide.

 

ARTICLE X

 

The Corporation shall indemnify, to the fullest extent permitted by Section 145 of the General Corporation Law of Delaware, as amended from time to time, each of its directors and officers. In addition, the Corporation may indemnify such of its employees, fiduciaries and agents as it may deem advisable. The personal liability of a director of the Corporation to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director shall be limited to the fullest extent permitted by the General Corporation Law of the State of Delaware, as it now exists or may hereafter be amended. Any repeal or modification of this paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

 

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ARTICLE XI

 

The Corporation expressly elects not to be governed by Section 203 of the General Corporation Law of the State of Delaware.

 

ARTICLE XII

 

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

 

I, THE UNDERSIGNED, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file, and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this the 24th day of September, 2004.

 

 

/s/ Mary Ellen Scanlan

 

Mary Ellen Scanlan (Incorporator)

 

Holland & Hart LLP

 

555-17th Street, Suite 3200

 

Denver, CO 80202

 

303-295-8042

 

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