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Exhibit 3
ARTICLES OF INCORPORATION
OF
DERBY FARMS, INC.
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We the undersigned natural persons of the age of twenty-one years or more,
acting as incorporators of a corporation under the Utah Business Corporation
Act, adopt the following Articles of Incorporation for such corporation:
FIRST. The name of the corporation is Derby Farms, Inc.
SECOND. The period of its duration is perpetual.
THIRD. The corporation shall have unlimited power to engage in
and do any lawful act concerning any or all lawful business for which
corporations may be organized under this Act including but not limited to: the
buying, breeding, raising and racing of racing horses, and all included and
related enterprises, and such other and further business as the board of
directors may deem advisable, related or otherwise.
FOURTH. The aggregate number of shares which the corporation
shall have authority to issue is Ten Million shares with a par value of One
Cent. All shares are to be of one kind, and cumulative voting is denied. No
holder of any shares of stock of the corporation shall be entitled as a right to
purchase or to subscribe for or receive any unissued shares of stock of the
corporation at any time authorized; but any shares of stock rights, or other
securities may be issued and disposed of by the board of directors to such
persons, on such terms, at prices, and in such manner, as the board of directors
may in its sole discretion determine without offering any thereof to holders of
shares, rights, or other securities of the corporation.
FIFTH. The corporation will not commence business until at
least one thousand dollars has been received by it as consideration for the
issuance of shares.
SIXTH. Provisions for the regulation of the internal affairs
of the corporation are none.
SEVENTH. To the full extent permitted by law, the corporation
shall indemnify each person made or threatened to be made a party to any civil
or criminal action or proceeding by reason of the fact he, or his testator, or
intestate, is or was a director or officer of the corporation or served any
other corporation of any type or kind, domestic or foreign in any capacity at
the request of the corporation.
EIGHT. No contract or other transaction between this
corporation and any other corporation. Shall be affected or invalidated solely
by the fact that any director or officer of this corporation is interested in,
or is a director or officer of, such other corporation, and any
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director or directors, officer or officers, individually or jointly, may be a
party or parties to or may be interested in any contract or transaction of this
corporation or in which this corporation may be interested; and no contract or
transaction of this corporation with any person, firm or corporation, shall be
affected or invalidated solely by the fact that any director or officer of this
corporation is a party or interested in such contract, act or transaction, or in
any way connected with such person, firm or corporation, provided that the full
extent of the interest and connection of such director or officer shall have
been fully disclosed to the board of directors; and the board shall not have
disapproved of such contract or transaction under the circumstances disclosed.
NINTH. The address of the initial registered office of the
corporation is 504 South 500 East, Salt Lake City, Utah 84111; and the name of
the initial registered agent at such address is Nyle B. Fox.
TENTH. The board of directors may consist of a minimum of
three but are not to exceed a maximum of seven members; said number to serve
shall be in the sole discretion of the board. The number of directors
constituting the initial board is three; and the names and addresses of the
persons who are to serve as directors until the first annual meeting of
shareholders or until their successors are elected and shall qualify are the
following:
Michael J. Cooper 2232 Keller Lane
Salt Lake City, Utah 84109
Arlen Fox 9212 South Maison Drive
Sandy, Utah 84070
Nyle B. Fox 504 South 500 East
Salt Lake City, Utah 84111
ELEVENTH. The name and address of each incorporator is:
Michael J. Cooper 2232 Keller Lane
Salt Lake City, Utah 84109
Arlen Fox 9212 South Maison Drive
Sandy, Utah 84070
Nyle B. Fox 504 South 500 East
Salt Lake City, Utah 84111
DATED: April 6, 1978.
/s/ Michael J. Cooper
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/s/ Arlen Fox
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/s/ Nyle B. Fox
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STATE OF UTAH )
) ss.
County of Salt Lake )
I, Ruth R. Magleby, a Notary Public, hereby certify that on the 6th day
of April, 1978, personally appeared before me Michael J. Cooper, Arlen Fox, and
Nyle B. Fox, who being by me first duly sworn, severally, declared that they are
the persons who signed the foregoing document as incorporators, and that the
statements therein contained are true.
/s/ RUTH R. MAGLEBY
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Notary Public
My Commission Expires: Residing at Salt Lake City, Utah
11/15/81
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