EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
WINCO SPIN-OFF CORPORATION
The undersigned, a natural person of the age of eighteen years or
more, acting as incorporator of a corporation under the Colorado Business
Corporation Act, hereby adopts the following Articles of Incorporation for
such corporation:
ARTICLE I
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Name
----
The name of the corporation is Winco Spin-Off Corporation
("Corporation").
ARTICLE II
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Principal Place of Business
---------------------------
The principal place of business of the Corporation is 370
Seventeenth Street, Suite 2600, Denver, Colorado 80202-5626.
ARTICLE III
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Registered Agent
-----------------
The address of the initial registered office of the Corporation
in the State of Colorado is 370 Seventeenth Street, Suite 2600, Denver,
Colorado 80202-5626; and the name of the registered agent for the
Corporation in the State of Colorado at such address is John B. Wills, Esq.
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ARTICLE IV
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Business
--------
The nature of the business and purpose of the Corporation is the
transaction of all lawful business for which corporations may be
incorporated pursuant to the Colorado Business Corporation Act, as the same
may be amended from time to time.
ARTICLE V
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Internal Affairs
----------------
Provisions for the organization of the internal affairs of the
Corporation are:
(a) The Board of Directors shall have the power to make, alter,
amend and repeal the Bylaws.
(b) Cumulative voting shall not be allowed in the election of
directors.
(c) The Board of Directors is empowered to authorize the payment
of compensation to the officers and directors for services to the
Corporation and to determine the amount of such compensation or fees.
(d) Shareholders of the Corporation shall not have the
preemptive right to acquire unissued or treasury shares or securities
convertible into or carrying the right to acquire such shares.
(e) The Board of Directors, in addition to the other powers now
or hereafter conferred upon it by these Articles of Incorporation, the
Bylaws of the Corporation, or by the laws of the State of Colorado, may
from time to time distribute to the shareholders in partial liquidation,
out of the capital of the Corporation, a portion of the corporate assets,
in cash or in kind; subject, however, to the limitations contained in the
Colorado Business Corporation Act.
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(f) All outstanding shares shall share equally in dividends,
other distributions to shareholders and upon liquidation. Dividends shall
be payable at the discretion of the Board of Directors of the Corporation
at such times and in such amounts as it deems advisable; subject, however,
to the provisions of any applicable law.
(g) The Board of Directors may restrict the transfer of any of
the Corporation's issued shares by giving the Corporation and/or any
shareholder a "first right of refusal to purchase" the shares, by making
the shares redeemable, or by restricting the transfer of the shares under
such terms and in such manner as the directors may deem appropriate and as
are not inconsistent with the laws of the State of Colorado, provided that
no restrictions shall affect any issued shares without the written consent
of the holder of such shares. Any shares so restricted must carry a
conspicuous legend noting the restriction and the place where such
restriction may be found in the records of the Corporation.
(h) A majority of the shares entitled to vote, represented in
person or by proxy, shall constitute a quorum at a meeting of shareholders.
ARTICLE VI
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Duration
--------
The Corporation is to have perpetual existence.
ARTICLE VII
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Capital
-------
The capital stock of the Corporation shall consist of 10,000,000
shares. All of such shares are of one class and are shares of common
stock, all of which shall be fully paid and non-assessable upon issue.
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ARTICLE VIII
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Directors
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The number of directors of the Corporation shall not be less than
one nor more than three. Subject to the foregoing limitation, the number
of directors, which shall constitute the whole Board of Directors, shall be
fixed by, or in the manner provided in, the Bylaws. There shall initially
be one director of the Corporation. The name and address of the person who
is to serve as director until the first meeting of the shareholders, or
until his successor is elected and has qualified, is:
Name Address
---- -------
Daniel L. Dalke c/o 370 Seventeenth Street
Suite 2600
Denver, Colorado 80202-5626
ARTICLE IX
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Director's Liability
--------------------
A director of this Corporation shall not be liable to this
Corporation or its shareholders for monetary damages for breach of his
fiduciary duty as a director; except that any such provision shall not
eliminate or limit the liability of a director to the Corporation or to its
shareholders for monetary damages for any breach of the director's duty of
loyalty to the Corporation or to its shareholders, acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation
of law, acts specified in C.R.S. section 7-108-403, or any transaction from
which the director directly or indirectly derived an improper personal benefit.
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ARTICLE X
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Indemnification
---------------
The Corporation shall indemnify any Director against any
liability asserted against or incurred by such Director in such capacity or
arising out of the status as a Director to the maximum extent permitted by
law. "Director," for purposes of this Article, shall mean any individual
who is or was a Director of the Corporation and any individual who, while
a Director of the Corporation, is or was serving at the Corporation's
request as a Director, officer, partner, trustee, employee or agent of any
other foreign or domestic corporation or of any partnership, joint venture,
trust, other enterprise, or employee benefit plan. The Corporation will
pay for or reimburse the reasonable expenses (including attorney's fees)
incurred by a Director who is a party to a proceeding in advance of final
disposition to the maximum extent permitted by law. The Corporation will
indemnify and advance expenses to any officer, employee or agent who is not
a Director as may be authorized by the Board of Directors (in their
discretion) or when required by applicable law. The Corporation may
purchase and maintain insurance on behalf of any individual who is or was
a Director, officer, employee, fiduciary or agent of the Corporation, and
who, while a Director, officer, employee, fiduciary or agent of the
Corporation, is or was serving at the request of the Corporation as a
Director, officer, partner, trustee, employee, fiduciary or agent of any
other foreign or domestic corporation or of any partnership, joint venture,
trust, other enterprise, or employee benefit plan against any liability
asserted against or incurred by such Director in such a capacity or arising
out of the status as such, whether or not the Corporation would have had
the power to indemnify such Director against such liability under
applicable law.
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ARTICLE XI
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Conflicts of Interest
---------------------
No contract or other transaction between the Corporation and one
or more of its directors or officers or any other corporation, firm,
association or entity in which one or more of its directors or officers are
directors or officers or in which they have a financial interest shall be
void or voidable solely for that reason if the contract or other
transaction is authorized in accordance with the applicable provisions of
the Colorado Business Corporation Act.
ARTICLE XII
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Amendments
----------
The Corporation reserves the right to amend, alter, change or
repeal any provision contained in, to add any provision to, or to restate
its Articles of Incorporation from time to time, in any manner now or
hereafter prescribed or permitted by the Colorado Business Corporation Act,
and all rights and powers conferred upon directors and shareholders hereby
are granted subject to this reservation.
Incorporator
------------
The name and address of the Incorporator are:
John B. Wills, Esq.
370 Seventeenth Street, Suite 2600
Denver, Colorado 80202-5626
Dated this 31 day of July, 2000.
/s/ JOHN B. WILLS
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John B. Wills, Esq., Incorporator
Signature of Registered Agent: /s/ JOHN B. WILLS
---------------------------------
John B. Wills, Esq.
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