EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
TRIAD COMPRESSOR, INC.
a Texas Corporation
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ARTICLES OF INCORPORATION
OF
TRIAD COMPRESSOR, INC.
The undersigned natural person over the age of eighteen (18) years or more,
acting as Incorporator of a corporation under the Texas Business Corporation
Act, hereby adopts the following Articles of Incorporation for the corporation.
I.
NAME OF CORPORATION
The name of the corporation is Triad Compressor, Inc.
II.
DURATION
The period of duration is perpetual.
III.
PURPOSE
The purpose for which the corporation is organized is the transaction
of any or all lawful act or activities for which corporations may be organized
under the laws of the State of Texas.
IV.
SHARES
The corporation shall have authority to issue one thousand (1,000)
common, $0.01 par value shares.
V.
COMMENCEMENT OF BUSINESS
The corporation will not commence business until it has received for
the issuance of its shares consideration of the value of One Thousand and No/l00
Dollars ($1,000.00) consisting of cash, promissory notes, contracts for services
to be performed, labor done or property actually received.
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VI.
REGISTERED OFFICE AND AGENT
The post office address of the initial registered office of the
corporation and the name of its initial registered agent at that address is:
Lawrence K. Sather, 4516 Hitching Post Lane, Plano, Texas 75024.
VII.
INITIAL DIRECTORS
Al. The number of directors constituting the initial Board of Directors
is two (2) members and thereafter shall consist of such number of directors
that, from time to time, shall be fixed by or in the manner provided in the
Bylaws of the corporation. The name and address of the individuals who shall
save as the initial directors until the first annual meeting of the
shareholders, or until their respective successors are elected and qualified
are:
NAME ADDRESS
Lawrence K. Sather 4516 Hitching Post Lane
Plano, Texas 75024
Michael Bloom 417 West Skaro
St. Peter, Minnesota 56082
2. Elections of Directors need not be done by written ballot unless the
Bylaws of the corporation shall otherwise provide.
B. The shareholders are expressly authorized to adopt, alter, amend or
repeal the Bylaws of the corporation.
VIII.
PREEMPTIVE RIGHTS
The shareholders of the corporation shall not have the preemptive right
to subscribe to or acquire any or all additional issues of shares of the
corporation or any classes or series thereof or any securities of the
corporation convertible into such shares.
IX.
NON-CUMULATIVE VOTING
Directors shall be elected by majority vote. Cumulative voting shall
not be permitted.
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X.
DIRECTOR LIABILITY
A director of the corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director, except to the extent that such exemption from liability
thereof is not permitted under the laws of the State of Texas as currently in
effect or as the same is hereafter amended. Any repeal or modification of this
Article X. by the shareholders of the corporation shall not adversely affect any
right or protection of a director of the corporation existing at the time of
such repeal or modification with respect to acts or omissions occurring prior to
such repeal or modification.
XI.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
A. GENERAL. The corporation shall indemnify, to the fullest extent
permitted by law, any person who was or is a party or is threatened to be made a
party to or is involved in any manner (including as a witness) in any
threatened, pending or completed action, suit or proceeding, whether civil or
criminal, administrative or investigative and whether formal or informal or
external or internal to the corporation (other than an action by or in the right
of the corporation) by reason of the fact that he is or was a director or
officer of the corporation, or is or was serving at the request of the
corporation as a director or officer of any other corporation, partnership,
joint venture, mast or other enterprise, including service with respect to any
employee benefit plan, whether the basis of such proceeding is alleged action in
an official capacity as a director or officer or in any other capacity while
holding the office of director or officer against expenses (including attorneys'
fees), judgments, fines, penalties and amount paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonable believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction or upon a plea of NOLO CONTENDERE or its
equivalent, shall not, of itself create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful. Notwithstanding the foregoing, except as provided in the following
paragraph, the corporation shall indemnify any such person in connection with a
proceeding (or part thereof) initiated by such person only if such proceeding
(or part thereof) was authorized by the Board of Directors of the corporation.
If a claim for indemnity under the preceding paragraph is not
paid in full by the corporation within forty-five (45) days after a written
claim has been received by the corporation, the claimant may, at any time
thereafter, bring suit against the corporation to recover the unpaid amount of
the claim and, if successful in whole or in part, the claimant shall be entitled
to be paid also the expense of prosecuting such claim. It shall be a defense to
any such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition where
the required undertaking, if any is required, has been tendered to the
corporation) that the claimant has not met the standards of conduct which make
it permissible under the Texas Business Corporation Act for the corporation to
indemnify the claimant for the amount claimed, but the burden of proving such
defense shall be on the corporation. Neither the failure of the corporation
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(including its Board of Directors, independent legal counsel or shareholders) to
have made a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because he has
met the applicable standard of conduct set forth in the Texas Business
Corporation Act, nor an actual determination by the corporation (including its
Board of Directors, independent legal counsel or shareholders) that the claimant
has not met such applicable standard of conduct, shall be a defense to the
action or create a presumption that the claimant has not met the applicable
standard of conduct.
B. DERIVATIVE ACTIONS. The corporation shall indemnify, to the
fullest extent permitted by law, any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director or officer of the corporation,
or is or was serving at the request of the corporation as a director or officer
of another corporation, partnership, joint venture, mist or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, provided that no
indemnification shall be made in respect to any claim, issue or matter as to
which such persons shall have been adjudged to be liable to the corporation
unless and only to the extent that a court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the court
shall deem proper.
C. INDEMNIFICATION IN CERTAIN CASES.To the extent that a director
or officer of the corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Sections A. and B. of
this Article XI. or in defense of any claim, issue or matter therein, he shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
D. PROCEDURE. Any indemnification under Sections A. and B.of this
Article XI. (unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director or officer is proper in the circumstances because he has met the
applicable standard of conduct as set forth in such Sections A. and B. Such
determination shall be made (i) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (iii) by the shareholders.
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E. ADVANCES FOR EXPENSES. Expenses (including attorneys' fees)
incurred by a director or officer of the corporation in defending any civil,
criminal, administrative or investigative action, suit or proceeding shall be
paid by the corporation in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of the director or
officer to repay such amount if it shall be ultimately determined that he is not
entitled to be indemnified by the corporation as authorized in this Article XI.
F. RIGHTS NOT EXCLUSIVE. The right to indemnification provided
by, or granted pursuant to, this Article XI. (including the right to advancement
of expenses) shall be a contact right of each director and officer of the
corporation. The indemnification and advancement of expenses provided by, or
granted pursuant to, the other Sections of this Article Xl. shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any law, Bylaw, agreement, vote of
shareholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.
G. INSURANCE. The corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was sewing at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any capacity, or arising out of his
status as such, whether or not the corporation would have the power to indemnify
him against such liability under the provisions of this Article XI.
H. CONSTRUCTION. For the purposes of this Article XI., (i)
references to "the corporation" include all constituent corporations absorbed in
a consolidation or merger as well as the resulting or surviving corporation so
that any person who is or was director, officer, employee or agent of such a
constituent corporation or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise shall stand in the same
position under the provisions of this Article XI. with respect to the resulting
or surviving corporation in the same capacity; (ii) references to "other
enterprises" shall include employee benefit plans; (iii) references to "fines"
shall include any excise taxes assessed on a person with respect to any employee
benefit plan; (iv) references to "serving at the request of the corporation as a
director or officer" shall include any service in an official capacity as a
director or officer of the corporation or in any other capacity while holding
the office of director of officer of the corporation which imposes duties on, or
invokes services by, such director or officer with respect to an employee
benefit plan, its participants or beneficiaries; and (v) a person who acted in
good faith and in a manner he reasonably believed to be in the interest of the
participants and beneficiaries of an employee plan shall be deemed to have acted
in a manner "not opposed to the best interests of the corporation."
I. SURVIVAL OF RIGHTS. The indemnification and advancement of
expenses provided by, or granted pursuant to this Article XI. shall continue as
to a person who has ceased to be a director or officer and shall inure to the
benefit of the heirs, executors and administrators of such a person.
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XII
INCORPORATOR
The name and address of the incorporator is:
NAME ADDRESS
Marc A Myrin 14160 Dallas Parkway, Suite 204
Dallas, Texas 75240
IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of
February, 1996.
/S/MARC A. MYRIN
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Marc A. Myrin
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THE STATE OF TEXAS
SECRETARY OF STATE
CERTIFICATE OF INCORPORATION
OF
TRIAD COMPRESSOR, INC.
CHARTER NUMBER 01389282
THE UNDERSIGNED, AS SECRETARY OF STATE OF THE STATE OF TEXAS,
HEREBY CERTIFIES THAT THE ATTACHED ARTICLES OF INCORPORATION FOR THE ABOVE NAMED
CORPORATION HAVE BEEN RECEIVED IN THIS OFFICE AND ARE FOUND TO CONFORM TO LAW.
ACCORDINGLY, THE UNDERSIGNED, AS SECRETARY OF STATE, AND BY
VIRTUE OF THE AUTHORITY VESTED IN THE SECRETARY BY LAW, HEREBY ISSUES THIS
CERTIFICATE OF INCORPORATION.
ISSUANCE OF THIS CERTIFICATE OF INCORPORATION DOES NOT
AUTHORIZE THE USE OF A CORPORATE NAME IN THIS STATE IN VIOLATION OF THE RIGHTS
OF ANOTHER UNDER THE FEDERAL TRADEMARK ACT OF 1946, THE TEXAS TRADEMARK LAW, THE
ASSUMED BUSINESS OR PROFESSIONAL NAME ACT OR THE COMMON LAW.
DATED FEB. 20, 1996
EFFECTIVE FEB. 20, 1996
/S/ANTONIO O. GARZA, JR.
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Antonio O. Garza, Jr., Secretary of State
