ARTICLES OF INCORPORATION
OF
TAC, INC.
WE THE UNDERSIGNED, BEING PERSONS OF THE AGE OF EIGHTEEN (18) YEARS OR MORE, DO
HEREBY VOLUNTARILY FORM A CORPORATION UNDER THE CORPORATION ACT AND OTHER LAWS
OF THE STATE OF UTAH.
ARTICLE I - NAME
THE NAME OF THIS CORPORATION SHALL BE TAC, INC.
ARTICLE II - DURATION
THE DURATION OF THIS CORPORATION IS PERPETUAL
ARTICLE III - PURPOSES
THE PURPOSES FOR WHICH THIS CORPORATION IS ORGANIZED ARE:
THE PURPOSES FOR WHICH THIS CORPORATION IS ORGANIZED ARE:
A) TO ENGAGE IN ALL ASPECTS OF MOTOR VEHICLE MANUFACTURING,
DETAILING, SERVICING, REPAIRING, BODY, PAINT AND UPHOLSTERY ON ALL TYPES OF
AUTOMOBILES, VAN'S, PICK UP TRUCKS AND LARGER TYPE TRUCKS FOREIGN AND DOMESTIC,
TOWING, STORAGE, SALVAGE AND DISMANTLING, OF THE SAME, INCLUDING BUT NOT LIMITED
TO, BUYING, SELLING, LEASING, MANUFACTURING, DETAILING SERVICING, REPAIRING AND
DISMANTLING EQUIPMENT AND PERSONAL PROPERTY OF TYPES AND DESCRIPTIONS,
EXPLORATION, DISCOVERY, MINERAL LEASES, MINERAL MINING AND PRODUCTION, OIL
LEASES, OIL PRODUCTION WHOLESALE AND RETAIL, ENGAGE IN CONSULTING WORK FOR THE
MINERAL AND MINING, OIL, GAS AND AUTOMOTIVE VEHICLE INDUSTRY, AND TO PROMOTE
PRODUCTS AND SERVICES.
B) TO BUY, SELL, EXCHANGE AND GENERALLY DEAL IN REAL
PROPERTIES, IMPROVE OR UNIMPROVED, AND BUILDINGS OF EVERY CLASS AND DESCRIPTION,
TO IMPROVE, MANAGE, OPERATE, SELL, BUY, MORTGAGE, LEASE OR OTHERWISE ACQUIRE OR
DISPOSE OF ANY PROPERTY, REAL OR PERSONAL, AND TAKE MORTGAGES AND ASSIGNMENTS OF
MORTGAGES UPON THE SAME, TO PURCHASE OR OTHERWISE ACQUIRE FOR THE PURPOSE OF
HOLDING OR DISPOSING OF THE SAME, REAL OR PERSONAL PROPERTY OF EVERY KIND AND
DESCRIPTION, INCLUDING GOOD WILL, STOCK, RIGHTS AND PROPERTY OF ANY PERSON,
FIRM, ASSOCIATION OR CORPORATION, PAYING FOR THE SAME IN CASH STOCK OR BONDS OF
THIS CORPORATION, TO DRAW, MAKE, ACCEPT, ENDORSE, DISCOUNT EXECUTE AND ISSUE
PROMISSORY NOTES, BILLS OF EXCHANGE, WARRANTS, BONDS, DEBENTURES AND OTHER
NEGOTIABLE OR TRANSFERABLE INSTRUMENTS OR OBLIGATION OF THE CORPORATION, FROM
TIME TO TIME AND
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FOR ANY OF THE OBJECTS OR PURPOSES OF THE CORPORATION, TO CARRY ON ALL OF ITS
OPERATIONS WITHOUT RESTRICTION OR LIMIT AS TO AMOUNT, TO PURCHASE, ACQUIRE,
HOLD, OWN, MORTGAGE, SELL, CONVEY OR OTHERWISE DISPOSE OF REAL AND PERSONAL
PROPERTY OF EVERY CLASS AND DESCRIPTION IN ANY STATE, SUBJECT TO THE LAWS OF
SUCH STATE, TERRITORY OR FOREIGN COUNTRY.
C) TO ACQUIRE ASSETS BY PURCHASE, EXCHANGE, GIFT, REQUEST,
SUBSCRIPTIONS OTHERWISE, AND TO HOLD, OWN, MORTGAGE, PLEDGE, HYPOTHECATE, SELL,
ASSIGN, TRANSFER, EXCHANGE, OR OTHERWISE DISPOSE OF OR DEAL IN OR WITH ANY
PRODUCT, SERVICE, IDEA, PROMOTION OR FINANCIAL INSTRUMENT, INCLUDING WITHOUT
LIMITATION, ANY SHARES OF STOCK, BONDS, DEBENTURES, NOTES, MORTGAGES, OR OTHER
OBLIGATIONS, AND ANY CERTIFICATES, RECEIPTS OR OTHER INSTRUMENT REPRESENTING
RIGHTS OR INTERESTS THEREIN OR IN ANY PROPERTY OR ASSET CREATED OR ISSUED BY ANY
PERSON, FIRM, ASSOCIATION, OR CORPORATION, OR ANY GOVERNMENT OR SUBDIVISIONS,
AGENCIES OR INSTRUMENTALITIES THEREOF, TO MAKE PAYMENT THEREFORE IN ANY LAWFUL
MANNER OR ISSUE IN EXCHANGE THEREFORE SECURITY INSTRUMENTS OF ANY KIND INCLUDING
WITHOUT LIMITATION ITS OWN SECURITIES OR TO USE ITS UNRESTRICTED AND UNRESERVED
EARNED SURPLUS FOR THE PURCHASE OF ITS OWN SHARES AND TO EXERCISE AS OWNER OR
HOLDER OF ANY SECURITIES, OTHER PROPERTY, PERSONAL OR REAL OR ANY OTHER ASSET
WITHOUT LIMITATION INCLUDING ANY AND ALL RIGHTS, POWERS, AND PRIVILEGES IN
RESPECT THEREOF.
D) TO INVEST THE FUNDS OF THE CORPORATION IN VARIOUS
BUSINESSES, PRODUCTS, SERVICES, IDEAS, PROMOTIONS, FINANCIAL INSTRUMENTS, REAL
ESTATE, MORTGAGES, STOCKS, BONDS, OR ANY OTHER TYPE OF INVESTMENT AND TO OWN
REAL AND PERSONAL PROPERTY OR ANY OTHER ASSETS OR INCUR LIABILITIES WITHOUT
LIMITATION.
E) TO SELL, LEASE, MORTGAGE, BROKER, HYPOTHECATE, PLEDGE OR
DEAL IN ANY PERSONAL PROPERTY IN ANY MANNER WHATSOEVER INCLUDING BROKER OR SALES
AGENT COMMISSIONED OR OTHERWISE FOR FOOD PRODUCTS AND PERSONAL PROPERTY OF ANY
NATURE WHATSOEVER. TO SELL FRACTIONAL SHARES EITHER BY TIMESHARE OR ANY OTHER
METHOD AND MANNER OF DISTRIBUTION OF EITHER WHOLE OR FRACTIONAL SHARES, TO
ASSIGN, SELL OR OTHERWISE DEAL IN CONTRACT RIGHTS, TO SET UP DISTRIBUTION
CENTERS, SALES FORCES, MULTI-LEVEL SELLING OR ANY OTHER TYPE OF MARKETING
STRUCTURE.
F) TO ENGAGE IN THE ACQUIRING, LEASING, AND DEVELOPING OF ALL
ASPECTS OF THE MOTOR VEHICLE BUSINESS, MINERAL MINING, GAS AND OIL PROPERTIES
BOTH WITHIN AND OUTSIDE OF THE STATE OF UTAH AND ANY ACCESSORIAL SERVICES IN
CONNECTION THEREWITH INCLUDING, BUT NOT LIMITED TO MOTOR VEHICLE, MINERAL
MINING, GAS AND OIL WELL DRILLING,
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TRUCKING AND ANY OTHER SERVICE USUALLY RELATED TO THE MOTOR VEHICLE BUSINESS,
MINERAL MINING, GAS AND OIL FIELDS.
G) TO OWN, OPERATE AND MAINTAIN AND TO CONSTRUCT, ACQUIRE BY
PURCHASE, LEASE OR OTHERWISE, TRUCK LINES, RAILROADS, RAILWAYS, BUS LINES,
PIPELINES, SHIPPING LINES AND AIRLINES AND ANY OTHER MEANS OF TRANSPORTATION NOW
OR HEREAFTER IN USE FOR THE TRANSPORTATION OF FREIGHT, MAIL, EXPRESS, BAGGAGE,
GOODS, WARES, MERCHANDISE, PASSENGERS AND OTHER PROPERTY OF EVERY KIND AND
NATURE AND TO CONDUCT, ENGAGE IN AND CARRY ON THE BUSINESS OF TRANSPORTATION NOW
OR HEREAFTER IN USE, AND TO OWN, OPERATE, MAINTAIN, HOLD AND USE, PURCHASE,
CONSTRUCT, ESTABLISH, LEASE OR OTHERWISE ACQUIRE, MORTGAGE, CREATE SECURITY
INTERESTS IN, SELL OR OTHERWISE DISPOSE OF OR DEAL WITH TERMINAL PROPERTIES AND
DEPOTS, FREIGHT AND PASSENGER STATION HOUSES, STORAGE FACILITIES, MACHINE AND
REPAIR SHOPS, FREIGHT, STOCK AND REPAIR YARDS, FACILITIES OF COMMUNICATION BY
TELEPHONE, RADIO, TELEVISION, OR OTHERWISE, POWER PLANTS AND POWER HOUSES, GRAIN
AND OTHER ELEVATORS, WHARVES, DOCKS, AIRPORTS, LABORATORIES, CARS, LOCOMOTIVES,
ROLLING STOCK, MOTORS, BUSES, TRUCKS, AUTOMOBILES, SHIPS AND VESSELS, AIRCRAFT
AND ALL STRUCTURES, TOOLS MACHINERY, APPLIANCES AND APPURTENANCES AND ANY AND
ALL OTHER PROPERTY, REAL, PERSONAL OR MIXED AND WHATSOEVER SITUATED, WHETHER OR
NOT SIMILAR TO ANY PROPERTY ABOVE DESCRIBED, WHICH MAY BE NECESSARY OR USEFUL IN
CONNECTION WITH THE BUSINESS OF THE CORPORATION.
H) TO ENGAGE IN ANY LAWFUL BUSINESS IN ANY LAWFUL MANNER IN
ANY PLACE IN THIS STATE, NATION, OR ANY PLACE OR COUNTRY IN THE WORLD, WHENEVER
DESIRES AND UPON COMPLIANCE AND IN ACCORDANCE WITH AND PURSUANT TO THE LAWS,
RULES, STATUTES, TREATIES, REGULATIONS AND CUSTOMS THEREOF, INCLUDING FOREIGN
INVESTIGATIONS, DOMESTIC INVESTIGATIONS, SKIP TRACING, AND ANY OTHER LAWFUL
BUSINESS NOW OR HEREAFTER AUTHORIZED TO BE CONDUCTED LAWFULLY IN THIS OR ANY
OTHER COUNTRY IN THE WORLD.
I) TO DO EACH AND EVERY THING NECESSARY, SUITABLE AND PROPER
FOR THE ACCOMPLISHMENT OF ANY ONE OR MORE OF THE PURPOSES HEREIN ENUMERATED, OR
OF ANY OF THE OBJECTS, OR THE FURTHERANCE OF ANY OF THE POWERS HEREINABOVE SET
FORTH, EITHER ALONE OR IN ASSOCIATION WITH OTHER CORPORATIONS, FIRMS, OR
INDIVIDUALS, OR ANY OTHER ENTRY AS MAY BE NECESSARY, AND TO DO EVERY OTHER ACT
OR ACTS, THING OR THINGS, INCIDENTAL OR APPURTENANT TO OR GROWING OUT OF OR
CONNECTED WITH THE AFORESAID OBJECTS OR PURPOSES OR ANY PART OR PARTS THEREOF,
OR WHICH MAY AT THE TIME APPEAR CONDUCTIVE TO OR EXPEDIENT FOR THE PROTECTION OR
BENEFIT OF THIS CORPORATION AND TO DO SAID ACTS AS FULLY AND TO THE SAME EXTENT
AS NATURAL PERSONS MIGHT, OR COULD DO, IN ANY PART OF THE WORLD AS PRINCIPALS,
AGENTS,
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PARTNERS, TRUSTEES OR OTHERWISE, PROVIDED THE SAME NOT BE INCONSISTENT WITH THE
LAWS UNDER WHICH THIS CORPORATION IS ORGANIZED.
THE FOREGOING PARAGRAPHS SHALL BE CONSTRUED AS ENUMERATING
BOTH OBJECTIVES AND PURPOSES OF THIS CORPORATION; AND IT IS
HEREBY EXPRESSLY PROVIDED THAT THE FOREGOING ENUMERATION OF
SPECIFIC PURPOSES SHALL NOT BE HELD TO LIMIT OR RESTRICT IN
ANY MANNER THE PURPOSES OF THIS CORPORATION OTHERWISE
PERMITTED BY LAWS.
ARTICLE IV - COMMON STOCK
THE AGGREGATE NUMBER OF SHARES WHICH THIS CORPORATION SHALL
HAVE AUTHORITY TO ISSUE IS 5,000,000 SHARES AT NO PAR VALUE. ALL STOCK OF THIS
CORPORATION SHALL BE OF THE SAME CLASS, COMMON, AND SHALL HAVE THE SAME RIGHTS
AND PREFERENCES. FULLY PAID STOCK OF THIS CORPORATION SHALL NOT BE LIABLE TO ANY
FURTHER CALL OR ASSESSMENT.
ARTICLE V - AMENDMENT
THIS CORPORATION RESERVES THE RIGHT TO AMEND, ALTER, CHANGE OR
REPEAL ANY PROVISIONS CONTAINED IN THESE ARTICLES OF INCORPORATION, AMENDMENTS
SHALL BE PASSED BY MAJORITY VOTE OF ALL STOCKHOLDERS BASED ON ISSUED AND
OUTSTANDING SHARES OF COMMON STOCK EXCLUDING TREASURY STOCK (ONE SHARE EQUALS
ONE VOTE).
ARTICLE VI - SHAREHOLDER RIGHTS
THE UNISSUED AUTHORIZED STOCK AND TREASURY STOCK OF THIS
CORPORATION MAY BE ISSUED AT SUCH TIME, UPON SUCH TERMS AND CONDITIONS AND FOR
SUCH CONSIDERATION AS THE BOARD OF DIRECTORS SHALL DETERMINE, AS PROVIDED IN THE
BYLAWS OF THIS CORPORATION. SHAREHOLDERS SHALL HAVE NO PREEMPTIVE RIGHTS TO
ACQUIRE UNISSUED SHARES OF THIS CORPORATION AND ASSIGNMENT RIGHTS TO ANY NOMINEE
AT TIME OF PURCHASE. THE TIME ALLOWED TO PROVIDE CONSIDERATION FOR ACQUISITION
OF SUCH SHARES BY ANY STOCKHOLDER SHALL BE EXTENDED UP TO ONE YEAR UPON REQUEST
BY ANY STOCKHOLDER PRIOR TO SALE OF STOCK.
AT ANY ELECTION OF DIRECTORS, SHAREHOLDERS ENTITLED TO VOTE AT
THE ELECTION SHALL VOTE A NONCUMULATIVE VOTE, (NONCUMULATIVE VOTING ALSO CALLED
"STRAIGHT" VOTING, LIMITS A SHAREHOLDER TO VOTING NO MORE THAN THE NUMBER OF
SHARES HE OWNS FOR A SINGLE CANDIDATE.
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ARTICLE VII - CAPITALIZATION
THIS CORPORATION WILL NOT COMMENCE BUSINESS UNTIL
CONSIDERATION OF A VALUE OF AT LEAST $1,000.00 HAS BEEN RECEIVED FOR THE
ISSUANCE OF SHARES.
ARTICLE VIII - INITIAL OFFICES AND REGISTERED AGENT
THE ADDRESS OF THIS CORPORATION'S INITIAL REGISTERED OFFICE
AND THE NAME OF ITS ORIGINAL REGISTERED AGENT AT SUCH ADDRESS IS:
TAC, INC.
SUITE 710
10 WEST 100 SOUTH
SALT LAKE CITY, UTAH 84101
REGISTERED AGENT
JANE PHAN
SUITE 710
10 WEST 100 SOUTH
SALT LAKE CITY, UTAH 84101
SIGNATURE OF REGISTERED AGENT
/s/ Jane Phan
-----------------------------
ARTICLE IX - DIRECTORS
THE NUMBER OF DIRECTORS OF THIS CORPORATION SHALL BE FIXED
FROM TIME TO TIME BY ITS BYLAWS AND MAY BE INCREASED OR DECREASED AS THEREIN
PROVIDED; BUT THE NUMBER THEREOF SHALL NOT BE LESS THAN THREE.
THIS CORPORATION SHALL BE MANAGED BY THE BOARD OF DIRECTORS
WHICH SHALL EXERCISE ALL POWERS CONFERRED UNDER THE LAWS OF THE STATE OF UTAH.
THE NUMBER OF DIRECTORS CONSTITUTING THE INITIAL BOARD OF
DIRECTORS OF THIS CORPORATION SHALL BE FOUR. THE NAMES AND ADDRESS OF PERSONS
WHO ARE TO SERVE AS DIRECTORS ARE:
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NAME: RAMON SMULLIN NAME: DANTE' "TONY" PISTONE'
ADDRESS: 5223 WEST 4025 SOUTH ADDRESS: 4530 SOUTH JENSEN LANE
CITY: WEST VALLEY CITY CITY: MURRAY
STATE: UTAH ZIP: 84120 STATE: UTAH ZIP: 84123
NAME: RICHARD SURBER NAME: KELLY BRADY
ADDRESS: 1011 EAST 800 SOUTH ADDRESS: 3040 ARTHUR'S COURT
CITY: SALT LAKE CITY CITY: WEST VALLEY CITY
STATE: UTAH ZIP: 84102 STATE: UTAH ZIP: 84120
ARTICLE X - OFFICERS
PRESIDENT--------------------------- DANTE' "TONY" PISTONE'
VICE PRESIDENT---------------------- RAMON SMULLIN
SECRETARY & TREASURER--------------- RICHARD SURBER
SIGNATURE OF PRESIDENT
/s/ Dante Pistone
----------------------
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ARTICLE XI - INCORPORATORS
THE NAME AND ADDRESS OF EACH INCORPORATOR EACH OF WHOM ARE OVER
EIGHTEEN (18) YEARS OF AGE IS
A ACCURATE CUSTOM AUTOMOTIVE BODY & PAINT, INC.
SUITE 710 10 WEST 100 SOUTH
SALT LAKE CITY, UTAH 84101
ARTICLE XII
THE CORPORATION ELIMINATES AND LIMITS PERSONAL LIABILITY OF DIRECTORS,
OFFICERS, AND SHAREHOLDERS OF THE CORPORATION FOR DAMAGES FOR BREACH OF
FIDUCIARY DUTY AS A DIRECTOR OR OFFICER, TO THE EXTENT ALLOWED BY UTAH LAW. THE
CORPORATION SHALL INDEMNIFY ITS OFFICERS AND DIRECTORS FOR ANY LIABILITY
INCLUDING REASONABLE COSTS OF DEFENCE ARISING OUT OF ANY ACT OR OMISSION OF ANY
OFFICER OR DIRECTOR ON BEHALF OF THE CORPORATION TO THE FULL EXTENT ALLOWED BY
THE LAWS OF THE STATE OF UTAH.
ARTICLE XIII
THE INITIAL BY-LAWS OF THE CORPORATION SHALL BE ADOPTED BY ITS BOARD OF
DIRECTORS. THE POWER TO ALTER, AMEND, OR REPEAL THE BY-LAWS, OR TO ADOPT NEW
BY-LAWS, SHALL BE VESTED IN THE BOARD OF DIRECTORS, EXCEPT AS OTHERWISE MAY BE
SPECIFICALLY PROVIDED IN THE BY LAWS.
IN WITNESS WHEREOF, THE PARTIES TO THESE ARTICLES OF INCORPORATION HAVE
HEREUNTO SET HANDS THIS 21ST DAY OF AUGUST 1992.
INCORPORATORS; NAMES: SIGNATURES
A ACCURATE CUSTOM AUTOMOTIVE
BODY & PAINT, INC. /s/ Richard Surber
SUITE 710 10 WEST 100 SOUTH ------------------
SALT LAKE CITY, UTAH 84101 RICHARD SURBER
AS PRESIDENT
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STATE OF UTAH )
: SS
COUNTY OF SALT LAKE ) I Richard N. Smith____________________________, A NOTARY
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PUBLIC, HEREBY CERTIFIES THAT ON THIS 21ST DAY OF AUGUST, 1992, PERSONALLY
APPEARED BEFORE ME JANE PHAN AS REGISTERED AGENT AND DANTE' "TONY" PISTONE' AS
PRESIDENT FOR TAC, INC. AND RICHARD SURBER PRESIDENT OF AACCURATE CUSTOM
AUTOMOTIVE BODY & PAINT, INC., WHO BEING DULY SWORN, SEVERALLY DECLARED THAT
THEY ARE THE PERSONS WHO SIGNED THE FOREGOING DOCUMENT AS REGISTERED AGENT AND
INCORPORATOR, AND THAT THE STATEMENTS THEREIN CONTAINED ARE TRUE.
IN WITNESS WHEREOF, i HAVE SET MY HAND AND SEAL THIS 21ST DAY OF AUGUST, 1992.
MY COMMISSION EXPIRES: June 1, 1994.
------------
NOTARY PUBLIC /s/ Richard N. Smith
--------------------
RESIDING 10 West 100 South #700
----------------------
Salt Lake City, Utah 84101
--------------------------
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