FILED In the Office of the Secretary of State of Texas ARTICLES OF INCORPORATION DEC 1 4 1999 OF Corporations Section FERGUSSON ENGINEERING SERVICES, INC. 1, the undersigned natural person of the age of eighteen (18) years of more, who is accitizen of the State of Texas, acting as the incorporator of a corporation under the Texas Business Corporation Act, do hereby adopt the following Articles of Incorporation for such Corporation, ARTICLE ONE The name of the Corporation is FERGUSSON ENGINEERING SERVICES, INC. ARTICLE TWO. The period of its duration is perpetual ARTICLE THREE ‘The purpose for which the Corporation is organized is A. To provide engineering services in the State of Texas. B. To transact any business and to do and perform any and all acts and things authorized by Article 2.01 of the Texas Business Corporation Act, as amended, or which may be authorized in the future by amendment thereto. ARTICLE FOUR The aggregate number of shares which the Corporation shall have authority to issue is 10,000 shares of Common Stock, having a par value of $1.00 per share, SOMOS Lue erverenesARTICLE FIVE, The Corporation will not commence business until it has received for the issuance of its shares consideration at least equal to the aggregate value of One Thousand Dollars (81,000.00), consisting of money, labor done or property actually received, ARTICLE SIX The shareholders of the Company shall not have preemptive rights, ARTICLE SEVEN Cumulative voting is expressly prohibited. At cach election of directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by hinv/her with respect to each of the persons nominated for election as a director and for whose election he/she has a right to vote; and no shareholder shall be entitled to cumulate his/her votes by giving one candidate a number of votes equal to the number of directors to be elected multiplied by the number of shares owned by such shareholder, or by distributing such votes on the same principle among any number of such candidates. ARTICLE EIGHT Except to the extent such power may be modified or divested by action of shareholders representing a majority of the issued and outstanding shares of the capital stock of the Corporation taken at any regular or special meeting of the shareholders, the power to adopt, alter, amend or repeal the bylaws of the Corporation shall be vested in the Board of Directors menaeNe NGS angeDEREDARTICLE NINE ‘The legal address of the Corporation’s initial registered office is 2429 Racheal Dr., Rockwall, Texas 75032 and the name of its jal registered agent at such address Stanley M. Fergusson. ARTICLE TEN ‘The initial Board of Directors shall consist of two directors, however, thereafter, the bylaws shall fix the number of directors constituting the Board at not less than one (1) nor more than ten (ten). The name and address of the persons who shall serve as the directors of the Corporation until the first annual meeting of the shareholders or until his/her successor is elected and qualified are: Stanley M. Fergusson 2429 Racheal Dr. Rockwall, Texas 75032 ARTICLE ELEVEN ‘The name and address of the incorporator of the Corporation is as follows: Pat Turner 214E. Rusk Rockwall, Texas 75087 ARTICLE TWELVE Any action required by the Texas Business Corporation Act to be taken at any annual or special meeting of shareholders of this corporation, or any action which may be taken at any annual or special meeting of shareholders of this corporation, may be taken without a meeting, without prior notice, and without a vote, consent or consents in