Houston Forensic Science Center, Inc.

Resolutions 2014

 

HOUSTON FORENSIC 8 CIE1\CE LGC, I NC.

Resolution No. 2014- 002-RESOLUTION APPROVING

SECOND AMENDMENT OF CERTIFICATE OF FORMATION

WHEREAS , Houston Forensic Science LGC, Inc. ("Corporation") was incorporHted on June 26. 2012. "to operate an independent cen te r providing .. . accurate and timely analysis of foren~ic evidence:" and

WHEREAS, the lette rs "LGC" 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 t hat. like the Corporation, p rovides forensic services: and

WHEREAS. on Januar~· 11, 2005. LGC Limited regi tered "LGC" a a trademark with the United States Paten t and Trademark Office (Reg. No. 291 7611); 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 Corpora t ion 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 t hat the deletion of"LGC" from the Corpora tion's name is likely to avoid confu ion between the Corpora tion' operation a nd the operations of LGC Limited, and, t he re fo re, is in the best interest of the Corporation: and

WHEREAS, in light of the circumsta nces described above . a nd to bette r 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 Cente r, Inc." and that the Corpora tion '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 uns igned copy of which is attached to this Resolut ion as Exhihit "A" and incorporated herein for a ll

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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 tifica te of Formation in the form attached he reto as Exhibit ".~":

Section 2. That, in keeping with Article XIV of the Corporation ' Certificate

ofFonnation, the Corporation requests the consent of the Houston City Counci l 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 Resolu tion shall take e ffect immediM.e ly upon its

adop tion by the Board of Directors.

ADOPTED this lL day of CfUI'{ CERTIFICATE

' 2014.

The undersigned he reby certifie tha t thi~ Resolu tion 2014-002-was duly

adopted by the Board of Directors of Houston Forensic Science LGC, Inc., on t he J.L day of _ _.=;0\__:u:...-:.l__,.~---' :2014.

Executed thi j_1_ day of UVI'-f ' :2014.

~Lu~~) (Signatur"(} o-

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Form 424 (Revised 05/11)

Submit in duplicate to: ecretar_ of tate

P.O. Box 13697 Au tin. TX 7871 1-3697 512 -l63-5555 F/\X: 512/463-5709 Filin Fee: See instructions

The name of the fi I ing en tit) i :

Houston Forensic Science LGC Inc.

I hi> spaC<' reserved tor office usc.

Certificate of Amendment

Entity Information

State the name of the entity as current I) shown in the records of the secretary of state. If the amendment changes the name of th~ cnt il). state the old name and not the new name.

The ti ling ent 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 Na me (I I th~ purpo•~ of the certi licute u f 3mcndmcnt i, to change the nam.: of the .:ntit) . u....: the to lit"' ing 'tat~n11.:nt )

The amendment changes the certificate of formation to change the article or rrm ision that name the filing entity. The article or prov ision 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_

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 resident of the tate who c name i

!-tnt \uutt' Ill Su!Ji.•

The per on executing thi s in strument affirms that the person designated a the nc'' rcgi~t~.:n:J ag~o.: nt

has consented to serve as reg istered agent.

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 certi ficate offormation may be made in the space prov ided be low. lf1he space provided is insufficien t. incorporale the additional text by prov iding an attachment to this form. Pkasc n.:ad thc instructions to this form for further information on format.

Tn1 An: a (ll1e ~uach~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 prov isions of the certificate of formation. The identi fication or relen.;ncc of the altered provision and the full text of the 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 certi ficate of tormation have been approved in the manner requi red by the Texas Business Organizations Code and by the governing documents of the entit).

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Effectiveness of Filing c~.:kt:t .:ithcr ,\ . ll. or< .)

A. 0 This document becomes effcct i\e \\hen the document i. fi led b) tht: St:creta r~ or ' tate.

B. 0 Thi document becomes effect ive at a later date.'' hich is not mon: than n i n~ty (90) days from

the date or signing. The del a) cd effect ive date is:

C. 0 T his document Lakes em:ct upon the occurrence of a futu re event or tact. other than the

passage o f time. The 90111 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 penal ty of perjury that the undersigned i authorized under the prov isions or law governi ng 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)

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