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EXHIBIT 4.6
CERTIFICATE OF INCORPORATION
FINTUBE TECHNOLOGIES, INC.
For the purposes of incorporating and organizing a corporation under
the Oklahoma General Corporation Act, the undersigned does execute this
Certificate of Incorporation and does hereby certify as follows:
ARTICLE 1 NAME
The name of the corporation (herein referred to as the "Corporation")
is:
FINTUBE TECHNOLOGIES, INC.
ARTICLE 2 REGISTERED OFFICE AND AGENT
The address of the Corporation's registered office in the State of
Oklahoma is: Suite 500, 320 South Boston, Tulsa, Tulsa County, Oklahoma 74103.
The name of the Corporation's registered agent at such address is William F.
Riggs.
ARTICLE 3 DURATION
The duration of the Corporation is perpetual.
ARTICLE 4 PURPOSES AND POWERS
The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the Oklahoma General
Corporation Act.
ARTICLE 5 CAPITAL STOCK
The total number of shares of capital stock of all classes which the
Corporation shall have authority to issue is 1,000 shares, each of the shares
having a par value of ten cents ($.10), all of which shall be Common Stock.
Each holder of any of the shares of the capital stock of the Corporation shall
be entitled to a preemptive right to purchase or subscribe for any unissued
stock of any class or any additional shares of any class to be issued by
reason of any increase of the authorized capital stock of the Corporation of
any class, or bonds, certificates of indebtedness, debentures, or other
securities convertible into stock of the Corporation, or carrying any rights
to purchase stock of any class, whether said unissued stock shall be issued
for cash, property, or any other lawful consideration.
ARTICLE 6 INCORPORATOR
The name and mailing address of the sole incorporator is as follows:
William F. Riggs
Suite 500
320 South Boston
Tulsa, Oklahoma 74103
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ARTICLE 7 BOARD OF DIRECTORS
Unless and except to the extent that the bylaws of the Corporation
shall so require, the election of directors of the Corporation need not be by
written ballot. No cumulative voting shall be permitted in the election of
directors. In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized:
SECTION 7.1 BYLAWS To make, amend, alter, or repeal the Bylaws of the
Corporation.
SECTION 7.2 MORTGAGES To authorize and cause to be executed or granted
mortgages, security interests, and liens upon the real and personal property
of the Corporation.
SECTION 7.3 RESERVES To set apart out of any of the funds of the
Corporation available for dividends a reserve or reserves for any proper
purpose and to abolish any such reserve in the manner in which it was created.
SECTION 7.4 COMMITTEES By a majority of the whole Board of Directors, to
designate one or more committees, each committee to consist of one (1) or more
of the directors of the Corporation. The Board of Directors may designate one
(1) or more directors as alternate members of any committee, who may replace
any absent or disqualified member at any meeting of the committee. Any such
committee, to the extent provided in the resolution or in the Bylaws 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, and may
authorize the seal of the Corporation to be affixed to all papers which may
require it; provided, however, the Bylaws may provide that in the absence or
disqualification of any member of such committee or committees, the member or
members thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in the place of any
such absent or disqualified member.
ARTICLE 8 COMPROMISE
Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its shareholders or any class of them, any court of equitable
jurisdiction within the State of Oklahoma, on the application in a summary way
of this Corporation or of any creditor or shareholder thereof, or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 1106 of the Oklahoma General Corporation Act or on
the application of trustees in dissolution or of any receiver or receivers
appointed for this Corporation under the provisions of Section 1100 of the
Oklahoma General Corporation Act may order a meeting of the creditors or class
of creditors, and/or of the shareholders or class of shareholders of this
Corporation, as the case may be, to be summoned in such manner as the court
directs. If a majority in
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number representing three-fourths (3/4ths) in value of the creditors or class
of creditors, and/or of the shareholders or class of shareholders of this
Corporation, as the case may be, agree to any compromise or arrangement, the
compromise or arrangement and the reorganization shall, if sanctioned by the
court to which the application has been made, be binding on all the creditors
or class of creditors and/or on all the shareholders or class of shareholders
of this Corporation, as the case may be, and also on this Corporation.
ARTICLE 9 MEETINGS
Meetings of shareholders may be held within or without the State of
Oklahoma, as the Bylaws may provide. The books of the Corporation may be kept
(subject to applicable law) inside or outside the State of Oklahoma at such
place or places as may be designated from time to time by the Board of
Directors or in the Bylaws of the Corporation, but unless a contrary
designation is made, such books will be kept at the Corporation's principal
office. Elections of directors need not be by written ballot unless the Bylaws
of the Corporation shall so provide.
ARTICLE 10 CONTRACTS WITH AFFILIATES
To the extent permitted by law, no contract or transaction between
the Corporation and one or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors
or officers or have a financial interest, shall be void or voidable solely for
this reason, or solely because the directors or officers are present at or
participate in the meeting of the board of directors or committee thereof
which authorizes the contract or transaction, or solely because the directors
or officers or their vote are counted for such purpose.
ARTICLE 11 LIABILITY
No shareholder, director, or officer of the Corporation shall be
personally liable for the payment of the debts of the Corporation except as
the shareholder, director, or officer may be liable by reason of his or her
own conduct or acts. No director of the Corporation shall be liable to the
Corporation or its shareholders for monetary damages for any breach of
fiduciary duty as a director, provided that this paragraph shall not eliminate
the liability of a director for any breach of the director's duty of loyalty
to the Corporation or its shareholders, or for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
or for violations of Section 1053 of the Oklahoma General Corporation Act, or
for any transaction from which the director received an improper personal
benefit.
ARTICLE 12 AMENDMENTS
The Corporation reserves the right to amend, alter, change, or repeal
any provision contained in this Certificate of Incorporation, in the manner
now or hereafter prescribed by law. All rights conferred upon the shareholders
herein are granted subject to this reservation.
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THE UNDERSIGNED, being the sole incorporator hereinbefore named, for
the purpose of forming a corporation pursuant to the Oklahoma General
Corporation Act, makes this Certificate of Incorporation, hereby declaring and
certifying that this is the act and deed of the undersigned and that the facts
herein stated are true, as of this 7th day of October, 1999.
/s/ William F. Riggs
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William F. Riggs, Incorporator
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