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EXHIBIT 2.1
ARTICLES OF INCORPORATION
OF
PERMA-TUNE ELECTRONICS, INC.
* * * * *
We, the undersigned natural persons of the age of eighteen years or more,
acting as incorporators 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 corporations is
PERMA-TUNE ELECTRONICS, INC.
ARTICLE TWO
The period of its duration is perpetual.
ARTICLE THREE
The purpose or purposes for which the corporation is organized are:
To engage in the transaction of any or all lawful business for which
corporations may be incorporated under the Texas Business Corporation Act.
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ARTICLE FOUR
The aggregate number of shares which the corporation shall have authority
to issue is ten thousand (10,000) without par value.
ARTICLE FIVE
The corporation will not commence business until it has received for the
issuance of its shares consideration of the value of One Thousand Dollars
($1,000), consisting of money, labor done or property actually received,
which sum is not less than One Thousand Dollars ($1,000).
ARTICLE SIX
The street address of its initial registered office is 709 Cooper Street,
Wylie, Texas 75098, and the name of its initial registered agent at such address
is Lonnie Lenarduzzi.
ARTICLE SEVEN
The number of directors of the corporation may be fixed by the by-laws.
The number of directors constituting the initial board of directors is five
(5), and the name and address of each person who is to serve as director until
the first annual
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meeting of the shareholders or until a successor is elected and qualified are:
NAME ADDRESS
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Lonnie Lenarduzzi 709 Cooper Street
Wylie, Texas 75098
Harold Smith 709 Cooper Street
Wylie, Texas 75098
Wayne Robertson 709 Cooper Street
Wylie, Texas 75098
Linda Decker 709 Cooper Street
Wylie, Texas 75098
Larrie Lenarduzzi 709 Cooper Street
Wylie, Texas 75098
ARTICLE EIGHT
The name and addresses of the incorporators are:
NAME ADDRESS
---- -------
J.R. Nelson 818 W. Seventh Street
Los Angeles, CA 90017
D.A. Borriello 818 W. Seventh Street
Los Angeles, CA 90017
IN WITNESS WHEREOF, we have hereunto set our hands, this 16th day of April,
1993.
/s/ J.R. NELSON
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J.R. Nelson, Incorporator
/s/ D.A. BORRIELLO
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D.A. Borriello, Incorporator
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