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EXHIBIT 3.1
RESTATED ARTICLES OF INCORPORATION
OF
COUNTRY MAID FINANCIAL, INC.
A WASHINGTON CORPORATION
Pursuant to the provisions of RCW 23B.10.070 of the Washington Business
Corporation Act, the following Restated Articles of Incorporation are submitted
for filing.
ARTICLE I.
NAME
The name of the Corporation is Country Maid Financial, Inc.
ARTICLE II.
DURATION
The period of its duration is perpetual.
ARTICLE III.
REGISTERED OFFICE AND AGENT
The registered office of the Corporation in the State of Washington is
2300 - 130th Avenue NE, Suite A103, Bellevue, Washington 98005 and the
registered agent for the Corporation is Jones Law Group, PLLC.
ARTICLE IV.
PURPOSES AND POWERS
The purposes and powers of the Corporation are:
1. To engage in any lawful activities for which corporations may be
organized.
2. To do anything which shall appear necessary or beneficial to the
Corporation in connection with (a) its operation, (b) accomplishment of
its purposes, or (c) exercise of its powers set forth in these Articles.
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ARTICLE V.
CAPITALIZATION
The total number of shares of all classes of stock which the Corporation shall
have authority to issue is 490,000,000 shares of common stock, no par value, and
10,000,000 of preferred stock, no par value.
No capital stock, after the amount of the subscription price or par value has
been paid, is subject to assessment to pay the debts of the Corporation.
The power to issue all classes, kinds and series of stock permitted by law is
expressly vested in the Board of Directors, subject to this Article.
ARTICLE VI.
CONSENT TO ACTION
Any action which may be taken at a meeting of the shareholders or Directors may
be taken without a meeting if all shareholders or Directors entitled to vote on
the action consent in writing to the action taken. The written consent shall
have the same force and effect as a unanimous vote of the shareholders or
Directors.
ARTICLE VII.
CUMULATIVE VOTING
No shareholder shall be entitled to cumulate his votes for election of
Directors.
ARTICLE VIII.
PREEMPTIVE RIGHTS
Unless otherwise determined by the Board of Directors, shareholders of the
Corporation have no preemptive rights. No shareholder of the Corporation shall
be entitled, as a matter of right, to purchase or subscribe for any stock of any
class which the Corporation may issue or sell, whether or not exchangeable for
any stock of the Corporation of any class or classes and whether out of unissued
shares authorized by the Articles of Incorporation of the Corporation as
originally filed or by any amendment thereof or out of shares acquired in the
future. Nor, unless otherwise determined by the Board of Directors, shall any
holder of any shares of the capital stock of the Corporation be entitled, as a
matter of right, to purchase or subscribe for any obligation which the
Corporation may issue or sell that shall be convertible into or exchangeable for
any shares of the stock of the Corporation of any class or classes, or to which
shall be attached or appurtenant to any warrant or warrants or any other
instrument or instruments that shall confer upon the holder or holders of such
obligation the right to subscribe for or purchase from the Corporation any
shares of its capital stock of any class or classes.
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ARTICLE IX.
BOARD OF DIRECTORS
The number of Directors shall be fixed by the Bylaws of the Corporation. The
Board of Directors consists of three Directors, whose names and addresses are:
C. Richard Kearns
2500 S. Main
Lebanon, Oregon 97355
John C. Moneymaker
2500 S. Main
Lebanon, Oregon 97355
Terrence J. Trapp
2500 S. Main
Lebanon, Oregon 97355
ARTICLE X.
CONFLICTS OF INTEREST
No contracts or other transactions between the Corporation and any other
corporation, and no act of the Corporation shall in any way be affected or
invalidated by the fact that any of the Directors of the Corporation is
pecuniarily or otherwise interested in, or is a Director or officer of, such
other corporation; and any Director individually, or any firm of which any
Director may be a member, may be a party to, or may be pecuniarily or otherwise
interested in any contracts or transactions of the Corporation, provided that
the fact that he or such firm is so interested shall be disclosed or shall have
been known to the Board of Directors or a majority thereof.
ARTICLE XI.
AMENDMENT OF BYLAWS AND ARTICLES
The Corporation reserves the right to amend, change or repeal any provision
contained in these Articles of Incorporation, in the manner now or hereinafter
prescribed by law, and all rights and powers conferred by these Articles of
Incorporation on shareholders and directors are subject to this reserved power.
The Board of Directors is expressly authorized to make, alter or repeal any or
all of the Bylaws of the Corporation, to the fullest extent provided by the
Washington Business Corporation Act.
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ARTICLE XII.
DIRECTORS
The members of the governing Board shall be known as Directors. The Directors of
the Corporation need not be stockholders. The number of Directors may at any
time be increased or decreased by the Directors at any annual or special
meeting. Any directorship to be filled by reason of an increase in the number of
Directors may be filled by the Board of Directors for a term of office
continuing only until the next election of Directors.
If there are nine or more Directors, or if the Corporation is a public
Corporation, the Board of Directors shall be divided into three classes, Class
I, Class II, and Class III, which shall be as nearly equal in number as
possible. Each Director shall serve for a term ending on the date of the third
annual meeting following the annual meeting at which the Director was elected;
provided however, that each initial Director in Class I shall hold office until
the first annual meeting of stockholders; each initial Director in Class II
shall hold office until the second annual meeting of stockholders, and each
initial director in Class III shall hold office until the third annual meeting
of stockholders.
The number of Directors may at any time be increased or decreased by the
unanimous vote of the Board of Directors provided that no decrease shall have
the effect of shortening the term of any incumbent Director. In the event of any
increase or decrease in the authorized number of Directors, (a) each Director
then serving shall nevertheless continue as a Director of the class of which he
is a member until the expiration of his current term, or his prior death,
retirement, resignation or removal, and (b) the newly created or eliminated
directorships resulting from the increase or decrease shall be apportioned by
the Board of Directors among the three classes of Directors so as to maintain
the classes as nearly equal as possible.
Directors may be removed from office for cause only. In addition, the approval
of stockholders representing not less than a majority of each class of the
issued and outstanding stock entitled to vote at the election of Directors shall
be required for removal of any Director.
Notwithstanding any of the foregoing provisions of this Article, each Director
shall serve until his successor is elected and qualified or until his death,
retirement, resignation or removal. Should a vacancy occur or be created,
whether arising through death, resignation or removal of a Director or through
an increase in the number of Directors of any class, the vacancy shall be filled
by a majority vote of the remaining Directors of the class in which the vacancy
occurs, or by the sole remaining Director of that class if only one Director
remains, or by the majority vote of the remaining Directors of the other two
classes if there be no remaining member of the class in which the vacancy
occurs. A Director so elected to fill a vacancy shall serve for the remainder of
the then present term of office of the class to which he was elected.
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ARTICLE XIII.
USE OF CAPITAL SURPLUS
The Board of Directors shall have power to determine the use and disposition of
any surplus or net profits over and above the stated capital. The Board may
distribute to its shareholders out of capital surplus of the Corporation a
portion of its assets, in cash or property, subject to statutory provisions. The
Board may apply such surplus or accumulated profits to the acquisition of the
bonds, capital stock or other obligations of the Corporation. The Board shall
have absolute discretion to determine the manner and terms of such acquisition.
Shares of capital stock so acquired may be resold unless they have been retired
in order to decrease the Corporation's stated capital.
ARTICLE XIV.
RESERVES AND WORKING CAPITAL
The Board of Directors shall have power to determine the amount to be set aside
from the earnings of the Corporation as working capital before paying any
dividends or distributing any profits. The Board shall have absolute discretion
to determine amounts to be set aside from the profits of the Corporation. Such
amounts may be used as additional working capital, as a fund for the payment and
retirement of the indebtedness of the Corporation, whether funded or otherwise,
or as a surplus fund such beneficial corporate purposes as the Board may
determine.
ARTICLE XV.
QUORUM OF SHAREHOLDERS
A quorum at a meeting of shareholders is constituted by the representation in
person or by proxy of forty percent (40%) of the shares entitled to vote. Shares
shall not be counted to make up a quorum for a meeting if voting of them at the
meeting has been enjoined or for any reason they cannot be lawfully voted at the
meeting. The shareholders present at a duly held meeting at which a quorum is
present may continue to do business until adjournment in spite of the withdrawal
of enough shareholders to leave less than a quorum.
ARTICLE XVI.
ISSUANCE OF SHARES IN SERIES
The shares of any preferred or special class may be divided into and issued in
series. If not otherwise determined by these Articles, the Board of Directors
shall have authority to divide any or all classes into series, and fix and
determine the relative rights and preferences of the shares of any series so
established.
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ARTICLE XVII.
INDEMNIFICATION
To the fullest extent permitted by the Washington Business Corporation
Statute as it presently exists or as may hereafter be amended, a
director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director.
The Corporation may indemnify to the fullest extent permitted by law any
person made or threatened to be made a party to an action or proceeding,
whether criminal, civil, administrative or investigative, by reason of
the fact that he or she, his or her testator or intestate is or was a
director, officer or employee of the Corporation or any predecessor of
the Corporation or serves or served at any other enterprise as a
director, officer or employee at the request of the Corporation or any
predecessor to the Corporation.
Neither any amendment nor repeal of this Article XVII, nor the adoption
of any provision of the Corporation's Articles of Incorporation
inconsistent with this Article XVII, shall eliminate or reduce the
effect of this Article XVII in respect of any matter occurring, or any
action or proceeding accruing or arising or that, but for this Article
XVII, would accrue or arise, prior to such amendment, repeal or adoption
of an inconsistent provision.
I certify that I am an officer of the above named Corporation and am authorized
to execute this application on behalf of the Corporation.
Dated: May , 1999
COUNTRY MAID FINANCIAL, INC.
Mark D. Owen, Secretary
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