Exhibit 3.1
ARTICLES OF INCORPORATION
OF
TSI HANDLING, INC.
The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Nevada (particularly Chapter 78 of the Nevada Revised Statutes and the
acts mandatory thereof and supplemental thereto), hereby declares that:
FIRST: The name of the corporation (hereinafter called the "CORPORATION")
is:
TSI Handling, Inc.
SECOND: The name of the person designated as the resident agent of the
Corporation and the street address of the resident agent where process may be
served upon the Corporation, which is also the mailing address of the resident
agent, are:
Capitol Document Services, Inc.
202 South Minnesota Street
Carson City, Nevada 89703
THIRD: The purpose for which the Corporation is organized is to engage in
any lawful act or activity for which corporations may be organized under Chapter
78 of the Nevada Revised Statutes.
FOURTH: The total number of shares of capital stock which the Corporation
shall have authority to issue is sixty five million (65,000,000) shares of
common stock with a par value of one-tenth of one cent ($.001) per share and ten
million (10,000,000) shares of preferred stock with a par value of one-tenth of
one cent ($.001) per share, undesignated as to class, powers, designations,
preferences, limitations, restrictions or relative rights. The board of
directors of the Corporation is authorized to fix and determine any class or
series of preferred stock and the number of shares of each class or series and
to prescribe the powers, designations, preferences, limitations, restrictions
and relative rights of any class or series established, all by resolution of the
board of directors and in accordance with Section 78.1955 of the Nevada Revised
Statutes, as the same may be amended and supplemented.
FIFTH: The governing board of this Corporation shall be known as directors,
and the number of directors may from time to time be increased or decreased in
such manner as shall be provided in the bylaws of this Corporation.
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SIXTH: The first board of directors of the Corporation shall consist of
four directors whose names and street addresses are:
Christopher Oehrle
2117 South 48th Street
Suite 105
Phoenix, Arizona 85282
Frederick Buonincontri
2117 South 48th Street
Suite 105
Phoenix, Arizona 85282
Michael S. Williams
2117 South 48th Street
Suite 105
Phoenix, Arizona 85282
Lanny R. Lang
2117 South 48th Street
Suite 105
Phoenix, Arizona 85282
SEVENTH: The name and the mailing address of the incorporator are:
Thomas J. Morgan
Lewis and Roca LLP
40 North Central Avenue
Phoenix, Arizona 85004
EIGHTH: The personal liability of the directors and officers of the
corporation is hereby eliminated to the fullest extent permitted by the
provisions of the Nevada Revised Statues and particularly Section 78.037.1
thereof, as the same may be amended and supplemented.
NINTH: The Corporation shall, to the fullest extent permitted by the
provisions of Section 78.751 of the Nevada Revised Statutes, as the same may be
amended and supplemented, indemnify any and all persons whom it shall have power
to indemnify under such section from and against any and all of the expenses,
liabilities or other matters referred to in or covered by such section, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which those indemnified persons may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in such person's official capacity and as to action in any other
capacity while holding such office, and shall continue as to persons who has
ceased to be a director, officer, employee or agent and shall inure to the
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benefit of the heirs, executors and administrators of such persons. The
Corporation shall pay or otherwise advance all expenses of officers and
directors incurred in defending a civil or criminal action, suit or proceeding
as such expenses are incurred and in advance of the final disposition of the
action, suit or proceeding, provided that the indemnified officer or director
undertakes to repay the amounts so advanced if a court of competent jurisdiction
ultimately determines that such officer or director is not entitled to be
indemnified by the Corporation. Nothing herein shall be construed to affect any
rights to advancement of expenses to which personnel other than officers or
directors of the Corporation may be entitled under any contract or otherwise by
law.
TENTH: From time to time any of the provisions of these Articles of
Incorporation may be amended, altered or repealed, and other provisions
authorized by the laws of the State of Nevada at the time in force may be added
or inserted in the manner and at the time prescribed by such laws, and all
rights at any time conferred upon the shareholders of the Corporation by these
Articles of Incorporation are granted subject to the provisions of this Article.
THE UNDERSIGNED, being the incorporator hereinabove named, for the purpose
of forming a corporation pursuant to Chapter 78 of the Nevada Revised Statutes,
does make and file these Articles of Incorporation and hereby declares and
certifies that the facts herein stated are true.
DATED this 28th day of June, 1999.
/s/ Thomas J. Morgan
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Thomas J. Morgan, Incorporator
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STATE OF ARIZONA )
) ss.
COUNTY OF MARICOPA )
The foregoing instrument was acknowledged before me this 28th day of June,
1999, by Thomas J. Morgan.
/s/ Metrie Johnson
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Notary Public
My Commission Expires: May 4, 2002
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