HomeMy WebLinkAboutAdden 1
CAG-20-083, Adden #1-22
ARTICLES OF MERGER
OF
KPG, P.S.
(a Washington professional services corporation)
INTO
PSOMAS
(a California corporation)
Pursuant to Section 25.15.426 of the Revised Code of Washington, the undersigned corporations
execute and submit for filing the following Articles of Merger:
1.On December 31, 2021, PSOMAS acquired all of the capital stock of KPG, P.S.
2.The merger is permitted by the laws of the State of California under whose laws PSOMAS is
incorporated and was duly approved by the board of directors of PSOMAS, pursuant to the laws
of the State of California, its Articles of Incorporation, as amended, and Bylaws, as amended.
Attached hereto is a true and correct copy of the Resolution of the Board of Directors of Psomas
approving the merger.
3.The merger is permitted by the laws of the State of Washington under whose laws KPG, P.S. is
incorporated and was duly approved by the shareholders of KPG, P.S., pursuant to the laws of the
State of Washington, its Articles of Incorporation, as amended, and Bylaws, as amended.
Attached hereto is a true and correct copy of the Resolution of the Board of Directors of KPG,
P.S. approving the merger.
4.KPG, P.S., a Washington professional services corporation, will operate during its winding down
period as KPG, INC., a Washington corporation.
5.PSOMAS, a California corporation, will continue to operate in the State of Washington as
PSOMAS DBA KPG PSOMAS, INC., a California corporation.
6.PSOMAS’ registered agent in the State of Washington is:
Corporation Service Company
300 Deschutes Way SW, Suite 208 MC-CSC1
Tumwater, WA 98501
7.The effective date of the merger shall be January 1, 2022.
ARTICLES OF MERGER
December 31, 2021
Page 2
____________________________
PSOMAS
Chad Wilson
Vice President and Corporate Secretary
____________________________
KPG, P.S.
Sessyle Asato
Chief Executive Officer and Corporate Secretary
UNANIMOUS WRITTEN CONSENT
OF THE
BOARD OF DIRECTORS OF PSOMAS,
a California corporation.
December 14, 2021
THE UNDERSIGNED, being all of the members of the Board of Directors of Psomas, a California
corporation (the “Corporation”), hereby adopt the following resolutions, pursuant to Section 307(b) of the
General Corporation Law of California, effective December 31, 2021:
WHEREAS, certain officers of the Corporation have presented a proposal for the Corporation to acquire
all of the capital stock of KPG, P.S., a Washington professional corporation (“KPG”);
WHEREAS, the officers have presented the Board with the terms and conditions of the Stock Purchase
Agreement and related ancillary agreements proposed to be executed by and between the Corporation,
KPG, Nelson Davis as Seller Representative, and the shareholders of KPG;
WHEREAS, after duly considering the proposed terms and conditions, the Board agrees that it would be
in the Corporation’s best interests to consummate the transactions contemplated by the terms and
conditions of the Stock Purchase Agreement and ancillary agreements referenced therein, provided that
KPG employees will not receive credit for hours of service performed for KPG prior to becoming an
employee of the Corporation, for purposes of vesting under the Corporation’s Employee Stock Ownership
Plan, consistent with prior acquisitions by the Corporation;
NOW, THEREFORE, BE IT RESOLVED, that the Corporation hereby consents to the acquisition of
the capital stock of KPG on the terms and conditions of the Stock Purchase Agreement and the Board
hereby approves, ratifies and confirms (i) the adoption of the terms and conditions of the Stock Purchase
Agreement in substantially the form presented to the directors, (ii) the execution and delivery, by the
proper officers of the Corporation, in the name and on behalf of the Corporation, of the Stock Purchase
Agreement and all ancillary agreements thereto, and (iii) all transactions contemplated by the terms and
conditions of the Stock Purchase Agreement;
RESOLVED FURTHER, that the Chief Executive Officer, the Chief Financial Officer, and the
Secretary of the Corporation (each such person, an “Authorized Person”) be and each hereby is (acting
singly or together with another Authorized Person) authorized, directed, and empowered, in the name and
on behalf of the Corporation, to:
(i) negotiate, execute, and deliver the Stock Purchase Agreement, with such terms and conditions as the
Authorized Person executing the same approves, such approval to be conclusively evidenced by such
Authorized Person’s execution of the Stock Purchase Agreement; and
(ii) execute and deliver any other agreements, documents, amendments, instruments, and writings, and to
perform such other acts as such Authorized Person may deem necessary or advisable to consummate the
transactions contemplated in the Stock Purchase Agreement, or to carry out the purposes of the Stock
Purchase Agreement, and these resolutions, and to perform the obligations of the Corporation under the
agreements, documents, instruments, and any other writings referred to in these resolutions (in each case,
in such form and on such terms and conditions as such Authorized Person taking such action deems
necessary or advisable);
RESOLVED FURTHER, that the Corporation’s performance of any obligations and the execution,
delivery, filing, or other authentication of any documents, prior to the date of this Consent, by any
Authorized Person (acting singly or together with another Authorized Person), in the name and on behalf
Unanimous Written Consent of the Board of Directors of Psomas
December 14, 2021
Page 2
of the Corporation, in furtherance of the Stock Purchase Agreement or any of the foregoing resolutions,
be and hereby are approved, ratified, and confirmed in all respects;
RESOLVED FURTHER,that any and all actions taken by the officers of this Corporation, or any of
them, as deemed by such officers to be necessary or advisable to effectuate the transactions contemplated
by the foregoing resolutions, whether prior or subsequent to this action by this Board of Directors, are
hereby authorized, approved and ratified, and the taking of any and all such actions and the performance
of any and all such things in connection with the foregoing shall conclusively establish such officers'
authority therefor from this Corporation and the approval and ratification thereof by the Board of
Directors;
RESOLVED FINALLY,that the Bylaws of the Corporation be amended to include the following
provision: “The designated engineer and/or land surveyor, respectively, named in a resolution of
the Board as being in responsible charge, or an engineer or land surveyor under the designated
engineer or land surveyor's direct supervision, shall make all engineering or land surveying
decisions pertaining to engineering or land surveying activities in the state of Washington.”
This Unanimous Written Consent shall be filed with the Minutes of the proceedings of the Board of
Directors, and the actions taken hereby shall have the same force and effect as if taken at a meeting duly
called and held.
Ryan E. McLean David A. Moritz
Matthew D. Clark Mike Lucki
Ann Johnston Steve Margaronig
Alejandro Angel Byron Tobey
Donald Lee Whiteley