Microfilm Number 9130 468 Filed with the Department of State on May 20 1991
Entity Number 2025468 /s/ Christopher A
Secretary of the Commonwealth
ARTICLES OF INCORPORATION
Indicate type of Domestic corporation (check one):
_X_ Business-stock (15Pa. C.S. 1306) ___ Professional (15Pa. C.S. 2903)
___ Business-nonstock (15Pa. C.S. 2102) ___ Management (15Pa. C.S. 2701)
___ Business-statutory close (15Pa. C.S. ___ Cooperative (15Pa. C.S. 7701)
23304a is applicable)
1. The name of the corporation is: Borco Equipment, Inc.
This corporation is incorporated under the provisions of the Business
Corporation Law of 1988.
2. The (a) address of this corporation's initial registered office in this
Commonwealth of (b) commercial registered office Provider and the county of
venue is:
(a) 1130 Confer Avenue, Johnstown, Pennsylvania 15905 Cambria
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Number and Street City State Zip County
(b)
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Name of Commercial Registered Office Provider
For a corporation represented by a commercial registered office provider, the
county in (b) shall be deemed the county in which the corporation is located for
venue and official publication purposes.
3. The aggregate number of shares authorized is: 10,000 (other provisions, if
any, attach 8 1/2 x 11 sheet)
4. The name and address: including street and number, if any, or each
incorporator is:
Name Address Signature Date
1130 Confer Avenue
John E. Bortoli Johnstown, PA 15905 /s/ John E. Bortoli 5/14/91
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Anna Marie Bortoli Same /s/ Anna Bortoli 5/14/91
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5. The specified effective date, if any, is January 1, 1991
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month day year hour, if any
Any additional provisions of articles, if any, attach an 8 1/2 x 11 sheet.
Statutory close corporation only: Neither the corporation nor any shareholder
shall make an offering of any of its shares of any class that would constitute a
"Public Offering" within the meaning of the Securities Act of 1933 (15U.S.C. 77A
et. seq.).
Business cooperative corporations only: (Complete and strike out inapplicable
term) The common bond of membership among its members/shareholders is:
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DOCKETING STATEMENT BUREAU USE ONLY:
DEPARTMENTS OF STATE AND REVENUE Dept. of State Entity Number _____________
Revenue Box Number ______________________
FILING FEE: NONE 9130 460 Filing Period ____ Date 3 4 5
SIC________________ Report Code __________
This form (file in triplicate) and all accompanying documents shall be mailed
to:
COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
CORPORATION BUREAU
308 NORTH OFFICE BUILDING
HARRISBURG, PA 17120-0029
Check proper box:
<TABLE>
<S> <C> <C> <C>
_X_ Business-stock ___ Business-nonstock ___ Business Management ___ Professional
___ Business-statutory close ___ Business-cooperative ___ Nonprofit-stock ___ Nonprofit-nonstock
___ Foreign ___ Foreign-nonprofit-stock ___ Motor vehicle for Hire
___ Foreign-Limited Certificate of Authority to D/B/A
</TABLE>
1. Name of corporation Borco Equipment, Inc.
2. Location or (a) initial registered office in PA or (b) the name and county of
the commercial registered office provider:
(a) 1130 Confer Avenue, Johnstown, Pennsylvania 15905 Cambria
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Number and Street City State Zip County
(b)
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Name of Commercial Registered Office Provider
(c)
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State or County of Incorporation
3. Specified effective date, if applicable: January 1, 1991
4. Describe principal PA activity to be engaged in, within one year of this
application date: Purchase and sale of equipment as dealer.
5. Names, residences and social security numbers of the chief executive officer,
secretary and treasurer:
Name Address Title Social Security #
1130 Confer Avenue
John E. Bortoli Johnstown, PA 15905 President ###-##-####
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Anna Marie Bortoli Same Sec/Treasurer ###-##-####
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If professional corporation, include officer's professional license numbers with
the respective Pennsylvania Professional Board.
6. Location of principal place of business:
1130 Confer Avenue Johnstown Pennsylvania 15905
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Number and Street/RD number and Box City State Zip
7. Mailing address if different than #6 (Location where correspondence, tax
report form, etc. are to be sent: N/A
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Number and Street/RD number and Box City State Zip
8. Federal Identification Number: Applied for
9. Act of General Assembly or authority under which you are organized or
incorporated (Full Citation of statute or status attach separate sheet if more
space is required): Business Corporation Law of the Commonwealth of Pennsylvania
10. Date and state of incorporation of organization (foreign corporation only):
N/A
11. Date business started in PA (foreign corporation only): N/A
12. Is the corporation authorized to issue capital stock? XX YES ___ NO
13. Corporation's fiscal year ends: December 31 of each year
This statement shall be deemed to have been executed by the individual who
executed the accompanying submittal. See 15PA 4904(relating to unsworn
falsification to authorities).
Instructions for completion of form:
1. A separate completed set of copies of this form shall be submitted for each
entity or registration resulting from the transaction.
2. The Bureau of Corporation Taxes in the PA Department of Revenue should be
notified of any address changes. Notification should be sent to the Processing
Division, Bureau of Corporation Taxes, PA Department of Revenue, Dept. 280705,
Harrisburg, PA 171128-0705
3. All PA corporate tax reports, except those for motor vehicle for hire, must
be filed with the Commonwealth on the same fiscal basis as filed with the U.S.
government. Motor vehicle for hire, i.e., gross receipts tax report, must be
filed on a calendar year basis only.
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BY-LAWS
ARTICLE I - OFFICES
The registered office shall be at 1130 Confer Avenue Johnstown,
Pennsylvania.
The corporation may also have offices at such other places as the Board
of Directors may from time to time appoint or the business of the corporation
may require.
ARTICLE II - SEAL
The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the words "Corporate Seal,
Pennsylvania."
ARTICLE III - SHAREHOLDERS' MEETING
1. PLACE OF MEETING.
All meetings of the shareholders shall be held at the office of the
corporation at 1130 Confer Avenue, Johnstown, Pennsylvania, or such other place
or places, either within or without the Commonwealth of Pennsylvania, as may
from time to time to selected.
2. ANNUAL MEETING
The annual meeting of the shareholders, shall be held on the 30th day of
December in each year if not a legal holiday, and if a legal holiday, then on
the next secular day following at 10:00 o'clock A.M. when they shall elect a
Board of Directors, and transact such other business as may properly be brought
before the meeting. If the annual meeting shall not be called and held within
six months after the designated time, any shareholder may call such meeting.
3. QUORUM.
A shareholder's meeting duly called shall not be organized for the
transaction of business unless a quorum is present. The presence in person or by
proxy, of shareholders entitled to cast at least a majority of the votes which
all shareholders are entitled to cast on the particular matter shall constitute
a quorum for the purpose of considering such matter. The shareholders present at
a duly organized meeting can continue to do business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum. Adjournment
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or adjournments of any annual or special meeting may be taken, but any meeting
at which directors are to be elected shall be adjourned only from day to day, or
for such longer periods not exceeding fifteen days each, as may be directed by
shareholders who are present in person or by proxy and who are entitled to cast
at least a majority of the votes which all such shareholders would be entitled
to cast at an election of directors until such directors have been elected. If a
meeting cannot be organized because a quorum has not attended, those present
may, except as otherwise provided by statute, adjourn the meeting to such time
and place as they may determine, but in the, case of any meeting called for the
election of directors, those who attend the second or such adjourned meetings,
although less than a quorum, shall nevertheless constitute a quorum for the
purpose of electing directors.
4. VOTING.
At each meeting of the shareholders every shareholder having the right to
vote shall be entitled to vote in person or by proxy executed in writing by such
shareholder or by his duly authorized attorney in fact, and filed with the
secretary of the corporation. No unrevoked proxy shall be valid after eleven
months from the date of its execution, unless a longer time is expressly
provided therein, but in no event shall a proxy, unless coupled with an
interest, be voted on after three years from the date of its execution.
Elections for directors shall be by cumulative voting. Upon demand made by a
shareholder at any election for directors before the voting begins, the election
shall be by ballot. No share shall voted at any meeting upon which any
installment is due and unpaid. The original share transfer book, or a duplicate
thereof kept in this Commonwealth shall be prima facie evidence of the right of
the person therein to vote thereon.
5: NOTICE OF MEETING.
Written notice of the annual meeting shall be mailed to each shareholder,
entitled to a vote thereat, at such address as appears on the books of the
corporation, at least to days priors to the meeting.
6. JUDGES OF ELECTION
In advance of any meeting of shareholders, the board of Directors may
appoint judges of election, who need not be shareholders, to act at such meeting
or any adjournment thereof. If judges of election be not so appointed, the
chairman of any such meeting may, and on the request of any shareholder or proxy
shall make such appointment at the meeting. The number of judges shall be one or
three. If appointed at a meeting on the request
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of one or more shareholders or proxies, the majority of shares present and
entitled to vote shall determine whether one or three judges are to be
appointed. On request of the Chairman of the meeting, or of any shareholder or
proxy, the judge(s) shall make a report in writing of any challenge or question
or matter determined by them, and execute a certificate of any fact found by
them. No person who is a candidate for office shall act as a judge.
7. SPECIAL MEETINGS.
Special meetings of the shareholders may be called at any time by the
president, or the Board of Directors, or the holders of not less than one-fifth
of the votes which all shareholders are entitled to cast at the particular
meeting. At any time, upon written request of any person or persons who have
duly called a special meeting, it shall be the duty of the Secretary to fix the
date of the meeting to be held not less than ten nor more that sixty days after
receipt of the request, and to give due notice thereof. If the Secretary shall
neglect or refuse to fix the date of the meeting and give notice thereof, the
person or persons calling the meeting may do so.
Business transacted at all special meetings shall be confined to the
objects stated in the call and matters germane thereto, unless all shareholders
entitled to vote consent thereto.
Written notice of a special meeting of shareholders, stating the time,
place and object thereof, shall be given to each shareholder entitled to vote
thereat at least five days before such meeting, unless a greater period of
notice is required by statute in a particular case.
8. VOTING LIST.
The officer or agent having charge of the share transfer book shall make,
at least five days before each meeting of shareholders, a complete list of the
shareholders entitled to vote, at the meeting, arranged in alphabetical order,
with the address of and the number of shares held by each. The list shall be
kept on file at the registered office of the corporation, and shall be subject
to inspection by any shareholder at any time during usual business hours, and
shall also be produced any kept open at the time and place of the meeting, and
shall be subject to the inspection of any shareholder during the whole time of
the meeting. The original share ledger or transfer book, or a duplicate thereof
kept in this Commonwealth shall be prima facie evidence as to who are the
shareholders entitled to examine such list or share transfer book, or to vote,
in person or by proxy, at any meeting shareholders.
By-Laws C
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ARTICLE IV - DIRECTORS
1. BOARD OF DIRECTORS.
The business of the corporation shall be managed by its Board of Directors,
Two (2) in number, who shall be natural persons of full age and need not be
resident(s) of this Commonwealth or shareholders in the corporation. They shall
be elected by the shareholders at the annual meeting of the corporation, and
each director shall be elected for the term of at least one year, and until his
successor shall be elected and shall qualify.
2. POWERS.
In addition to the powers and authorities by these By-Laws expressly
conferred upon them, the board may exercise all such powers of the corporation
and do all such lawful acts and things as are not by statute or by the Articles
of Incorporation or by these By-Laws directed or required to be exercised or
done by the shareholders.
3. MEETINGS OF THE BOARD.
The meetings of the Board of Directors may be held at such place within
this Commonwealth, or elsewhere, as a majority of the directors may from time to
time appoint, or as may be designated in the notice calling the meeting.
Each newly elected Board of Directors may meet at such place and time as
shall be fixed by the shareholders at the meeting at which such directors are
elected and no notice shall be necessary to the newly elected directors in order
legally to constitute the meeting, or they may meet at such place and time as
may be fixed by the consent in writing of all the directors.
Regular meetings of the board shall be held without notice at the
registered office of the corporation, or at such other time and place as shall
be determined by the board.
4. SPECIAL MEETINGS.
Special meetings of the Board of Directors may be called by the President
on five days notice to each director, either personally or by mail or by
telegram; special meetings shall be called by the President or Secretary in a
like manner and on like notice on the written request of two directors.
5. QUORUM.
A majority of the directors in office shall be necessary to
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constitute a quorum for the transaction of business, and the acts of a majority
of the directors present at a meeting at which quorum is present shall be the
acts of the Board of Directors.
6. VACANCIES.
Vacancies in the Board of Directors, including vacancies resulting from an
increase in the number of directors, shall be filled by a majority of the
remaining members of the board though less then a quorum, and each person so
elected shall be a director until his successor is elected by, the shareholders,
who may make such election at the next annual meeting of the shareholders or any
special meeting duly called for the purpose and held prior thereto.
7. COMPENSATION OF DIRECTORS.
Directors as such shall not receive any stated salary for their services,
but by resolution of the Board of Directors, a fixed sum and expenses of
attendance, if any, may be allowed for attendance at each regular or special
meeting of the board provided, that nothing herein contained shall be construed
to preclude any director from serving that corporation in any other capacity and
receiving compensation therefor.
ARTICLE V - OFFICERS
1. OFFICERS, ELECTIONS, TERM, ETC.
The executive officers of the corporation shall be chosen by the directors
and shall be a President, Secretary and Treasurer. The Board of Directors may
also choose a Vice-President and such other officers and agents as it shall deem
necessary, who shall hold, their offices for such terms and shall have such
authority and shall perform such duties as from time to time shall be prescribed
by the Board of Directors. Any two or more offices may be held by the same
person, except the offices of President and Secretary. It shall not be necessary
for the officers to be directors.
The salaries of all officers and agents of the corporation shall be fixed
by the Board of Directors.
The officers of the corporation shall hold office for one year and until
their successors are chosen and have qualified any officer elected or appointed
by the Board of Directors may be removed by the Board of Directors whenever in
their judgment the best interests of the corporation will be served thereby.
2. PRESIDENT.
The President shall be the chief executive officer of the
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corporation; the president shall preside at all meetings of the shareholders and
directors; the President shall have general and active management of the
business of the corporation, shall see that all orders and resolutions of the
Board of Directors are carried into effect, subject; however, to the right of
the directors to delegate any specific power, except such as may be by statute
exclusively conferred on the President, to any other officer or officers of the
corporation. The President, shall execute bonds; mortgages and other contracts
requiring a seal, under the seal of the corporation. The President shall be
ex-officio a member of all committees, and shall have the general powers and
duties of supervision and management usually vested in the office of president
of a corporation.
3. SECRETARY.
The Secretary shall attend all sessions of the board and all meetings of
the shareholders and act as clerk thereof, record all the votes of the
corporation and the minutes of all its transactions in a book to be kept for
that purpose; and shall perform like duties for all committees of the Board of
Directors when required. The Secretary shall give, or cause to be given, notice
of all meetings of the shareholders and of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors, or
President and under whose supervision the secretary shall be. The Secretary
shall keep in safe custody the corporate seal of the corporation, and when
authorized by the board, affix the same to any instrument requiring it.
4. TREASURER.
The Treasurer shall have custody of the corporate funds and securities and
shall keep full and accurate accounts of receipts and disbursements in books
belonging to the corporation, and shall keep the moneys of the corporation in a
separate account to the credit of the corporation. The Treasurer shall disburse
the funds of the corporation as may be ordered by the board taking proper
vouchers for such disbursements, and shall render to the President and
directors, at the regular meetings of the board, or whenever they may require
it, an account of all transactions as Treasurer and of the financial condition
of the corporation.
5. VACANCIES.
If the office of any officer or agent, one or more, becomes vacant for any
reason, the Board of Directors may choose a successor or successors, who shall
hold office for the unexpired term.
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ARTICLE VI - ACTION BY CONSENT
Any action which may be taken at a meeting of the shareholders, or at a
meeting of the directors or members of the executive committee, may be taken
without a meeting, if a consent or consents in writing setting forth the action
so taken shall signed by all of the shareholders who would be entitled to vote
at a meeting for such purpose, or by all of the directors or the members of the
executive committee, as the case may be, and shall be filed with the Secretary
of the corporation.
ARTICLE VII - CORPORATE RECORDS
1. RECORDS REQUIRED.
There shall be kept at the registered office of the corporation an original
or duplicate record of the proceedings of the shareholders and of the directors,
and the original or a copy of its By-Laws, including all amendments or
alterations thereof to date, certified by the secretary of the corporation. An
original or duplicate share transfer book shall also be kept at the registered
office, or at the office of a transfer agent or registrar within this
Commonwealth, giving the names of the shareholders in alphabetical order, and
showing their respective addresses, the number and classes of shares held by
each, the number and date of certificates issued for the shares, and the number
and date of cancellation of every certificate surrendered for cancellation.
2. INSPECTION.
Every shareholder shall have a right to examine, in person or by his agent
or attorney at any reasonable time or times for any reasonable purpose, the
share transfer book, books or records of account, and records of the proceedings
or the shareholders and directors, and make extracts therefrom.
ARTICLE VIII - SHARES
1. CERTIFICATES.
The share certificate of the corporation shall be numbered and registered
in the share transfer books of the corporation, as they are issued. They shall
be signed by the President and Secretary/Treasurer and shall bear the corporate
seal.
2. TRANSFERS OF SHARES.
Transfers of shares shall be made on the books of the
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corporation upon surrender of the certificates therefor endorsed by the person
named in the certificate or by attorney, lawfully constituted in writing. No
transfer shall be made inconsistent with the provisions of Article 8 of the
Uniform Commercial code, and its amendments and supplements.
3. CLOSING SHARE TRANSFER BOOKS OR FIXING RECORD DATE.
The Board of Directors may fix a time, not more than fifty days prior to
the date of any meeting of shareholders, or the date fixed for the payment of
any dividend or distribution, or the date fixed for the allotment of rights, or
the date when any change or conversion or exchange of shares will be made or go
into effect as a record date for the determination of the shareholders entitled
to notice of, and to vote at, any such meeting, or entitled to receive payment
of any such dividend or distribution or to receive any such allotment or rights;
or to exercise the rights in respect to any change, conversion, or exchange of
shares. In such cases only such shareholders as shall be shareholders of record
on the date so fixed shall be entitled to notice of, and to vote at, such
meeting, or to receive payment of such dividend, or to receive such allotment or
rights, or to exercise such rights, as the case my be, notwithstanding any
transfer of any shares on the books of the corporation after any record date
fixed as aforesaid. The Board of Directors may close the books of the
corporation against transfers of shares during the whole or any part of such
period, and shall such case written or printed notice thereof shall be mailed at
least ten days, before the closing thereof to each shareholder of record at the
address appearing on the records of the corporation or supplied by such
shareholder to the corporation for the purpose of notice. While the share
transfer books of the corporation are closed, no transfer of shares shall be
made thereon. If no record date is fixed for the determination of shareholders
entitled to receive notice of and vote at, a shareholders' meeting, transferees
of shares which are transferred on the books of the corporation within ten days
next preceding the date of such meeting shall not be entitled to notice of and
vote at such meeting.
4. LOST CERTIFICATES.
Any person claiming the loss, destruction or mutilation of a share
certificate may have a new certificate issued therefor upon such terms and
indemnity to the corporation as the Board of Directors may prescribe.
ARTICLE IX- CORPORATE FINANCE
1. DIVIDENDS.
Subject to the provisions of the statutes and the Articles of
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Incorporation, the Board of Directors may declare and pay dividends upon the
outstanding shares of the corporation from time to time and to such extent as it
deems advisable.
2. RESERVES.
Before payment of any dividend there may be set aside out of the net
profits of the corporation such sum or sums as the directors, from time to time,
in their absolute discretion, think proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for such other purposes as the
directors shall think conducive to the interests of the corporation, and the
directors may abolish any such reserve in the manner in which it was created.
3. ANNUAL STATEMENT.
The President and Board of Directors shall present at each annual meeting a
full and complete statement of the business affairs of the corporation for the
preceding year. Such statement shall be prepared and presented in whatever
manner the board or Directors shall deem advisable and need not be verified by a
certified public accountant
4. FISCAL YEAR.
The fiscal year of the corporation shall begin on the first day of January
in each year.
ARTICLE X - MISCELLANEOUS PROVISIONS
1. NOTICES.
Whenever written notice is required to be givers to any person, it may be
given to such person, either personally or by sending a copy thereof through the
mail, or by telegram, charges prepaid, to the address appearing on the books of
the corporation, or supplied by such person to the corporation for the purpose
of notice. If the notice is sent by mail or telegraph it shall be deemed to have
been given to the person entitled thereto when deposited in the United States
mail or with a telegraph office for transmission to such person. Such notice
shall specify the place, day and hour of the meeting and, in the case of a
special meeting, the general nature of the business to be transacted.
Any shareholder or director may waive in writing and at any time, any
notice required to be given under the By-Laws. Attendance of a person, either in
person or by proxy, at any meeting, shall constitute a waiver of notice of such
meeting.
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except where the express purpose of such attendance is to object to the
transaction of any business because the meeting was not lawfully called or
convened.
2. CHECKS.
All checks, demands for money and notes of the corporation shall be signed
by such officer or officers as the Board of Directors shall from time to time
designate.
ARTICLE XI - AMENDMENTS
These By-Laws may be altered, amended or repealed by the affirmative vote
of a majority of the shares issued and outstanding and entitled to vote thereat
at any regular or special meeting of the shareholders, if notice of the proposed
alteration, amendment or repeal be contained in the notice of meeting.
By-Laws J
