ARTICLES OF INCORPORATION
FOR
GOLDEN TRIANGLE INDUSTRIES, INC.
KNOW ALL MEN BY THESE PRESENTS:
THAT WE, KENNETH CARNAHAN, ANNE-MARIE H. KIEFER and JOANNE R.
McELFRESH, desiring to associate ourselves together as a corporation under
the name of Golden Triangle Industries, Inc., for the purposes of becoming
a body corporate under and by virtue of the laws of the State of Colorado
and, in accordance with the provisions of the laws of said State, do
hereby make, execute and acknowledge this certificate in writing of our
intention to become a body corporate, under and by virtue of said laws.
ARTICLE I
The corporate name of the corporation shall be:
Golden Triangle Industries, Inc.
ARTICLE II
The nature of the business and the objects and purses to be
transacted, promoted and carried on are to do any or all of the things
herein mentioned as fully and to the same extent as natural persons might
or could do, and in any part of the world via:
(a) To carry on any lawful business or businesses.
(b) To manufacture, purchase or otherwise acquire and to hold, own
mortgage or otherwise lien, pledge, lease, sell, assign, exchange,
transfer or in any manner dispose of, and to invest, deal and trade in and
with goods, wares, merchandise and personal property of any and every
class and description, within or without the State of Colorado.
(c) To acquire the goodwill, rights and property and to undertake the
whole or any part of the assets and liabilities of any person, firm,
association or corporation; to pay for the same in cash, the stock of the
corporation, bonds or otherwise; to hold or in any manner dispose of the
whole or any part of the property so purchased; to conduct in any lawful
manner the whole or any part of any business so acquired and to exercise
all the power necessary or convenient in and about the conduct and
management of such business.
(d) To guarantee, purchase or otherwise acquire, hold, sell, assign,
transfer, mortgage, pledge or otherwise dispose of shares of the capital
stock, bonds or other evidences of indebtedness created by other
corporations and, while the holder of such stock, to exercise all the
rights and privileges of ownership, including the right to vote thereon,
to the same extent as a natural person might or could do.
(e) To purchase or otherwise acquire, apply for, register, hold, use,
sell or in any manner dispose of and to grant licenses or other rights in
and in any manner deal with patents, inventions, improvements, processes,
formulas, trademarks, trade names, rights and licenses secured under
letters patent, copyright or otherwise.
(f) To enter into, make and perform contracts of every kind for any
lawful purpose, with any person, firm, association or corporation town,
city, county, body politic, state, territory, government, colony or
dependency thereof.
(g) To borrow money for any of the purposes of the corporation and to
draw, make, accept endorse, discount, execute, issue, sell, pledge or
otherwise dispose of promissory notes, drafts, bills of exchange,
warrants, bonds, debentures and other negotiable or non- negotiable,
transferable or non-transferable instruments and evidences of
indebtedness, and to secure the payment thereof and the interest thereon
by mortgage or pledge, conveyance or assignment in trust of the whole or
any part of the property of the corporation at the time owned or
thereafter acquired.
(h) To purchase, take, own, hold, deal in, mortgage or otherwise
pledge, and to lease, sell, exchange, convey, transfer or in any manner
whatever dispose of real property, within or without the State of
Colorado.
(i) To purchase, hold, sell and transfer the shares of its capital
stock.
(j) To have one or more offices and to conduct any or all operations
and business and to promote its objects, within or without the State of
Colorado, without restriction as to place or amount.
(k) To do any or all of the things herein set forth as principal,
agent, contractor, trustee, partner or otherwise, alone or in company with
others.
(l) The objects and purposes specified herein shall be regarded as
independent objects and purposes and, except where otherwise exorcised,
shall be in no way limited or restricted by reference to or inference from
the terms of any other clause or paragraph of these Articles of
Incorporation.
(m) The foregoing shall be constructed both as objects and powers and
the enumeration thereof shall not be held to limit or restrict in any
manner the general powers conferred on this corporation by the laws of the
State of Colorado.
ARTICLE III
The authorized capital stock of the corporation is 100,000,000 shares
of common stock $0.001 par value. The capital stock, after the amount of
the subscription price has been paid in, shall not be subject to
assessment to pay the debts of the corporation.
Any stock of the corporation may be issued for money, property,
services rendered, labor done, cash advances for the corporation, or for
any other assets of value in accordance with the action of the Board of
Directors, whose judgment as to value received in return therefor shall be
conclusive and said stock when issued shall be fully paid and non-
assessable.
ARTICLE IV
The corporation shall have perpetual existence.
ARTICLE V
The number of directors of the corporation shall be not less than
three. The number of directors may be increased or decreased to not less
than three at any time by resolution passed by a majority of the entire
Board at any regular or special meeting of said Board. Each director shall
hold office until the next annual meeting of shareholders and until
his/her successor has been elected and qualified. Directors need not be
residents of the state of incorporation or shareholders of the
corporation.
The names and post office address of the incorporators are as follows:
Kenneth Carnahan 2511 Highland Avenue
New Castle, Pennsylvania 16105
Anne-Marie H. Kiefer 1321 Bannock Street
Denver, Colorado 80204
Joanne R. McElfresh 1321 Bannock Street
Denver, Colorado 80204
The names and post office addresses of the original Board of Directors
are as follows:
Kenneth Carnahan 2511 Highland Avenue
New Castle, Pennsylvania 16105
Anne-Marie H. Kiefer 2511 Highland Avenue
New Castle, Pennsylvania 16105
Joanne R. McElfresh 1321 Bannock Street
Denver, Colorado 80204
In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized:
To manage and govern the corporation by majority vote of members
present at any regular or special meeting at which a quorum shall be
present.
To make, alter, or amend the By-Laws of the corporation at any regular
or special meeting
To fix the amount to be reserved as working capital over and above its
capital stock paid in, to authorize and cause to be executed mortgages
and liens upon the real and personal property of this corporation.
To designate one or more committees, each committee to consist of two
or more of the directors of the corporation, which, to the extent
provided in the resolution or in the By- Laws of the corporation, shall
have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the corporation. Such
committee or committees shall have such name or names as may be stated
in the By- Laws of the corporation or as may be determined from time to
time by resolution adopted by the Board of Directors.
The Board of Directors shall have the power and authority to sell,
lease or exchange in part, and less than all, the property and assets of
the corporation upon such terms and conditions as the Board of Directors
deems expedient and for the best interests of the corporation without vote
or consent of the stockholders.
The Board of Directors shall have power and authority at any meeting
to sell, lease or exchange all of the property and assets of the
corporation, including its goodwill and its corporate franchises, upon
such terms and conditions as its Board of Directors deems expedient and
for the best interests of the corporation, provided such sale shall be
authorized or ratified by the affirmative vote of stockholders holding
stock entitling them to exercise at least two-thirds of the voting power
at a stockholders' meeting called for that purpose, or when authorized or
ratified by the written consent of the holders of at least two-thirds of
the voting stock issued and outstanding.
The Board of Directors may, from time to time, distribute to its
stockholders, without the approval of the stockholders, in partial
liquidation, out of stated capital or capital surplus of the corporation,
a portion of its assets, in cash or property, so long as the partial
liquidation is in compliance with Chapter 31, Article S, Section 11 of the
Colorado Corporation Code.
ARTICLE VI
The following provisions are inserted for the management of the
business and for the conduct of the affairs of the corporation, and the
same are in furtherance of and not in limitation of the powers conferred
by law:
No contract or other transaction of the corporation with any other
person, firm or corporation, or in which this corporation is interested,
shall be affected or invalidated by (a) the fact that any one or more of
the directors or officers of this corporation is interested in or is a
director or officer of such other firm or corporation; or (b) the fact
that any director or officer of this corporation, individually or jointly
with others, may be a party to or may be interested in any such contract
or transaction. Each person who may become a director or officer of the
corporation is hereby relieved from any liability that might otherwise
arise by reason of his contracting with the corporation for the benefit of
himself or any firm or corporation in which he may be in any way
interested.
ARTICLE VII
The Corporation shall indemnify, to the full extent permitted by law,
any person who is or was a director, officer, agent fiduciary or employee
of the Corporation against any claim, liability or expense arising against
or incurred by such person as a result of actions reasonably taken by him
at the direction of the Corporation. The Corporation shall further have
the authority, to the full extent permitted by law, to indemnify its
directors, officers, agents, fiduciaries and employees against any claim,
liability or expense arising against or incurred by them in all other
circumstances and to maintain insurance providing such indemnification.
ARTICLE VIII
The initial registered office of said corporation shall be located at
1321 Bannock Street, City and County of Denver, State of Colorado, 80204,
and the initial registered agent of the corporation shall be Albert
Brenman, 1321 Bannock Street, City and County of Denver, State of
Colorado, 80204.
Part or all of the business of said corporation may be carried on in
the City and County of Denver, or any other place in the State of Colorado
or beyond the limits of the State of Colorado, in other states or
territories of the United States and in foreign countries.
ARTICLE IX
Whenever a compromise or arrangement is proposed by the corporation
between it and its creditors or any class of them, and/or between said
corporation and its stockholders or any class of them, any court of
equitable jurisdiction may, or the application in a summary way by said
corporation, or by a majority of its stock, or on the application of any
receiver or receivers appointed for said corporation, or on the
application of trustees in dissolution, order a meeting of the creditors
or class of creditors and/or of the stockholders or class of stockholders
of said corporation, as the case may be, to be notified in such manner as
the said court decides. If a majority in number, representing at least
three-fourths (3/4ths) in amount of the creditors or class of creditors,
and/or the holders of the majority of the stock or class of stock of said
corporation, as the case may be, agree to any compromise or arrangement
and/or to any reorganization of said corporation, as a consequence of such
compromise or arrangement, the said compromise or arrangement and/or the
said reorganization shall, if sanctioned by the court to which the said
application has been made, be binding upon all the creditors or class of
creditors, and/or on all stockholders or class of stockholders of said
corporation, as the case may be, and also on said corporation.
ARTICLE X
No stockholder in the corporation shall have the preemptive right to
subscribe to any or all additional issues of stock and/or other securities
of any or all classes of this corporation or securities convertible into
stock or carrying stock purchase warrants, options or privileges.
ARTICLE XI
Meetings of stockholders may be held at such time and place as the By-
Laws shall provide. At all meetings of the shareholders, one-third of all
shares entitled to vote shall constitute a quorum.
An affirmative vote of over 50% of the issued and outstanding shares
is required to approve changes in the Articles of Incorporation and for
approval of a merger, consolidation, sale or disposition of all or
substantially all of the assets and voluntary dissolution.
ARTICLE XII
Cumulative voting shall not be allowed.
ARTICLE XIII
The corporation reserves the right to amend, alter, change or repeal
any provision contained in these Articles of Incorporation, in the manner
now or hereafter prescribed by statute, or by these Articles of
Incorporation, and all rights conferred upon the stockholders herein are
granted subject to this reservation.
IN TESTIMONY WHEREOF, We have hereunto set our hands and seals on this
_____ day of ________, 1975.
Kenneth Carnahan
Anne-Marie H. Kiefer
Joanne R. McElfresh
STATE OF COLORADO )
)ss.
CITY AND COUNTY OF DENVER )
Before me, a Notary Public, in and for the said County and State
personally appeared Kenneth Carnahan, Anne-Marie H. Kiefer and Joanne R.
McElfresh, each of whom being first duly sworn upon oath, deposes and
says, each for himself or herself, that he or she is an incorporator of
Golden Triangle Industries, Inc., and that he or she has read the
foregoing Articles of Incorporation by him or her subscribed, and that the
same are true and correct to the best of his or her knowledge and belief.
_____ day of ________, 1975.
Kenneth Carnahan
Anne-Marie H. Kiefer
Joanne R. McElfresh
Subscribed and sworn to before me on this _____ day of ______________
1975.
My commission expires:
Notary Public
