EXHIBIT 3.26
VIASTAR SERVICES CORPORATION
ARTICLES OF CONVERSION
Pursuant to the provisions of Article 5.17 of the Texas Business
Corporation Act and Section 2.15 of the Texas Revised Limited Partnership Act,
the undersigned converting entity certifies the following Articles of Conversion
adopted for the purpose of effecting a conversion in accordance with the
provisions of the Texas Business Corporation Act and the Texas Revised Limited
Partnership Act.
1. A Plan of Conversion was approved and adopted in accordance with the
provisions of Article 5.03 of the Texas Business Corporation Act providing for
the conversion of Viastar Services Corporation, a corporation incorporated under
the Texas Business Corporation Act to Viastar Services, LP, a Texas Limited
Partnership.
2. An executed Plan of Conversion is on file at the principal place of
business of the converting entity at 2700 S. Kaufman, Ennis, TX 75119 and, from
and after the conversion, an executed Plan of Conversion will be on file at the
principal place of business of the converted entity at 8158 Adams Drive, Liberty
Centre, Building 200, Hummelstown PA 17036.
3. A copy of the Plan of Conversion will be furnished by the converting
entity (prior to the conversion) or by the converted entity (after the
conversion) on written request and without cost to any shareholder or member of
the converting entity or the converted entity.
4. The approval of the Plan of Conversion was duly authorized by all
action required by the laws under which Viastar Services Corporation is
incorporated and by its constituent documents. The number of outstanding shares
of each class or series of stock of Viastar Services Corporation entitled to
vote, with other shares or as a class, on the Plan of Conversion are as follows:
NUMBER OF SHARES OUTSTANDING CLASS OR SERIES NUMBER OF SHARES ENTITLED TO VOTE
AS A CLASS OR SERIES
500,000 Common 500,000
5. The number of shares, not entitled to vote only as a class, voted for
and against the Plan of Conversion, respectively, and, if the shares of any
class or series are entitled to vote as a class, the number of shares of each
such class or series voted for and against the Plan of Conversion, are as
follows:
NUMBER OF SHARES ENTITLED
TO VOTE AS A CLASS OR SERIES
TOTAL VOTED FOR TOTAL VOTED AGAINST CLASS OR SERIES VOTED FOR VOTED AGAINST
500,000 0 Common 0 0
6. Two copies of the Certificate of Limited Partnership of Viastar
Services, LP which is to be created pursuant to the Plan of Conversion are being
filed with the Secretary of State with the Articles of Conversion.
7. The converted entity, Viastar Services, LP, will be responsible for the
payment of all fees and taxes of the converting entity, Viastar Services
Corporation, hereunder and the converted entity will be obligated to pay such
fees and franchise taxes if the same are not timely paid.
8. The conversion shall be effective on September 10, 2001.
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IN WITNESS WHEREOF, the undersigned has executed these Articles of
Conversion of Viastar Services Corporation on the 31st day of August, 2001
VIASTAR SERVICES CORPORATION
By: /s/ Claudia F. Wiegand
-----------------------
Name: Claudia F. Wiegand
Title: Vice President
[SIGNATURE PAGE TO ARTICLES OF CONVERSION]
OFFICE OF THE SECRETARY OF STATE
CORPORATIONS SECTION
P.O. BOX 13697
AUSTIN, TEXAS 78711-3697
CERTIFICATE OF LIMITED PARTNERSHIP
1. The name of the limited partnership is Viastar Services, LP.
2. The street address of its proposed registered office in Texas is (a
P.O. Box is not sufficient) 350 N. St. Paul Street, Dallas, TX 75201
and the name of its proposed registered agent in Texas at such
address is CT Corporation System.
3. The address of the principal office in the United States where
records of the partnership are to be kept or made available is 8158
Adams Drive, Liberty Centre, Building 200, Hummelstown, PA 17036.
4. The name, the mailing address, and the street address of the
business or residence of each general partner is as follows:
NAME MAILING ADDRESS STREET ADDRESS
(include city, (include city,
state, zip code) state, zip code)
TransCore Commercial 11000 SW Stratus, Suite 100 Same
Services, Inc. Beaverton, OR 97008
5. The filing of the Certificate of Limited Partnership shall become
effective on September 10, 2001.
Dated Signed: 9/6, 2001 VIASTAR SERVICES, LP
By: TransCore Commercial Services,
Inc.
By: /s/ Claudia F. Wiegand
----------------------
Claudia F. Wiegand, Vice
President
6. The Converting Entity is Viastar Services Corporation at 2700 S.
Kaufman, Ennis, TX 75119, which was a corporation incorporated under
the Texas Business Corporation Act. Viastar Services Corporation is
a Texas Corporation organized on 09/30/1987.
7. The converted entity is being created pursuant to the plan of
conversion.