Loading...
HomeMy WebLinkAboutKWIK LOG General InformationARTICLEo OF INCORPORATION (F ~QUI ~'ABL~ INCORPORAT .ED ARTICL~JS O? I~CO?JOO?~.TION Oh' ~QUITABL~ I~JCOH ?~.~PATED Kh~OYf ALT, ~EN BY TiiESE That we, and all of us, all being of the age of majority citizens of the United States of ~rica, and all being residents of the State of Alasl~a, do hereby form a private corporation, and to that end, pursuer£ to ~nd in confon?~ity vdth the laws of the St~te of Al~sha, hereby unite ~ud associate ourze!ves and for~ a boy corporste, and we do hereby make, sign, and ac~o~.vlodge in triplicate the follo~ing Articles of In- corporation: I. The n~e of this corporation shall be EQU!TAB~ INCORPOPAT~D. II. The nature of the business, and the objects and purposes to be transacted, promoted, and carried on by this corporation shall be, and are, to do any and all things hereinafter mentioned, as fully and to the same extent and purposes as natural persons might or could do, within the State of Alaska, or in any political subdivision thereof, as the business cf the corporation may seem to require, 'or as nmy be neeess~.ry or convenient for the business of the corporation, ~. To acquire or purchase the good ~ill, property, rights, franchisees, and assets of every kind, and the liabilities of any person, firm, association, or corporation, either v&olly or in part, and'pay for the s~me in cash, stock or bonds of the corporation or othergise. 2. To join, merge, or consolidate with, and to enter into agreements and cooperative relations not in contravention of law v~th any persons, firms, associations or corporations, governmental, municipal, or ether, ise, in and abo,~t the carrying out of the purposes of this corporation. ~. Subject to the pro~isions of law, to purchase or other- wise acRuire, hold, and reissue the shares of its capital stooko 4. In the purchase and acquisition of property, business rights, or £r~chieses, or for additional working capital, or for any other object ~n or about its business or affairs, and limited therein only as hereinafter provided, to incur debt, and to raise, borrow, and secure the payment of money in any lav~ul manner, including the issue and sale or other disposition of bonds, warrants, debentures, obligations, ne- gotiable and transferable instruments and evidences of indebtedness of all kinds, whether secured by mortgage, pledge, deed of trust, or otherwise. ~. And in furtherance, but not in limitation of the general powers conferred by the laws of the 8t~,te of Alaska, and by the principles of co~mon law, upon corporations organized under the provisions of law authorizing t~e formation of this corporation, and of the purposes and powers hereinablve stated, this corporation shall also have the following powers, it being expressly provided that the enumeration of specified powers shall not be construed to limit or restrict in any manner the afore- waid gene~'~! powers of the corporation: a. To engage in the business of the acc~uuulation and loan of money, by lending the capital of the company and such other funds as it may from time to time lawfully acquire from various borrowers upon such personal security or security of real and personal property as m~y be agreed upon betwveen the corporation and borrowers, and by re-lending in like manner the funds arising from such loans when ~aid; but the corporation shall not have banking or discounting privileges. b. To purchase, improve, and develop, hold and enjoy real estate in fee simple, upon ground lease or rent, and to lease, mortgage, and sell the s~me in such parts or parcels., improved or unimproved, and on such te~ms as to time and manuer of payment as-may be agreed upon. -2- c. To enter into ar~ kind of oontrac.t or agreer~ent, coop- erative or profit-sharing plan with an~ of its officers or employees that the corporation may deem advantageous or expedient, or othenvise to reward er pay such persons for their services, as the directors m~y deem appropriate. d. To b~y, sell, barter, trade in, or exchange, at wholesale, retail, or otherwise. e. To obtain and enter into agency and special sales con- tracts and other agreements for the aeco=plis~_~ent of the general purposes and obJeot~ of this corporation. f. To purohmso, hold, sell, and transfer the shares of stock ef its ~n capital stock, provided that such purchase shall be m~ade only from surplus and ~ithout devaluing the oepit~l structure o£ the corporation. g. The several clauses contained in this article shall be construed Zs definitions of both p~rposes and powers of this corporatioa, and the st~ten~ents contained in the respective clauses, except where other- w~se expressed, shall in no way be limited or restricted by reference to or inference from the terms of any other clause, but st~ll be regarded as in- dependent purposes and po~¥ers. I~. The amount of the capital stock of this corporation is, and shall be, One Hundred Thousand Dollars ($100,000.00) and the same shall be paid in money or its equivalent in property, service or labor upon such terms an~ conditions as the directors of this corporation ahall direct. IV. The capital stock of this corporation shall consist of?One Hundred Thousand (..100,000.00) shares of common stock which shhI1 be all of the same class and non-assessable. All of such stock shall have voting rights, and each share thereof shall have a par value of One Dollar ($1.00). The Bm rd of Directors of this corporation is h~r~by sp~c- oifioally authorized an empowered, u~der the provisions of Article Section $6-1-52, et seq., of the Alaska Compiled Laws Ar~otated for 1949. by resolution to increase or dec,'ease the authorized capital stock of this corporation at such time and in such auounts as the then directors of the co:~poratioA~ ~hall deem expedient, and for that purpose to provide for the issuance of s~,ch stock, and by any such resolution to provide for the is- suance of such stock, and by any such resolution to provide such designations, preferences, and relating, participating, optional, or ot~er special rights and qualifications, limitations, or restrictions of such stock as the Board of Directors, at the time of the issuance of such stock, may de~ advanta- geous 'to the interest of the corporation. t~ is the intention of the incorporators hereof specifically to vest in the Board of Directors all authgrity and pc~ver permitted to thrum by law end neo$ssory to establish the relative rights of the stockholders of the stocks of this corporation, both as herewith authorized or as hereinafter be authorized by resolution, according to law. All stook~ herein authorized, or hereinafter to be authorized, as permitted by law, shall be issued from time to time by the Board of Directors in compliance with the authority granted to such Boar_~ by the laws of the State of Alaska, these Article~ of Incorporation, and any by-laws adopted for the government of the business exercises of this corporation; and all sh~res so issued, the full consideration for which has been paid and delivered, shall be deemed fully paid stock, and the holder thereof shall not be liable for any ~rther payment the teen. ~1t additional issues of stock authorized as herein provided shall be subject to such preemption rights in favor of existing stockholders as shall be est~blished by the by-laws of the corporation. Ve The temps of existence by this corporation shall be perpet~u~l. VI. The location of the principal place o£ business of this cor- poration shall be at ~nd in Anshora~e, Alaska, end such other places within the State of ~.laska an~ else~vhere as the Board of Directors of the Corporation may fr~m time to time deem to be to the advantage of the corporation. VIIo The ~anagement o~' thi~ corporation is hereby vested in a Board ef Directors which will be conprised of not less than three (~) nor more than seven (7) person~ each of ~hom shall be stockholders in this corporation, and at least one of whom shall be a bona£tde resident of the State of ~laskao The n~ber of directors shall be determined by the stockholders in accor- dance with the state law and the by-laws of this corporation° The names and addresses of the stockholders who shall eon- stitute the first Board ef Directors of this corporation and shall ~anage and control the business and affairs thereof until their successors are elected and qualified are~ VIIIo The nzmes and places of residence of the persons fox,ninE this corporation are: Ix. The first organization meeting of the stockholders of this cor- poration shall be called within the State of.Alaska by any three of the stock- holders named in these Articles of Incorporation upon lot less than thirty (~0) days notice to each of said inoorporatiors; provided, h~vever, that a written waiver of notice of time and place of such meeting may be signed by all incorporators herein na~ed in lieu of such notioeo -5- These articles may be e~endsd in t?~ ~a~uer and form pre- scribed ~y 1~'. XI. The Board of D~eotors shall ~ve p~er and autho~y to adopt a co60 of by-la~s for ~is corporation, and.m~_~, from. time to time, ~dne, alter, or repeal the s~e, or any article or provision heroin eon- rained; ~d such by-laws, w~n so adopted, shall be in full force and effect as the by-~ws of this corporation, and bindS, nE upon its stockhol~rs; unless ~uch stockholde's entitled to vote shall, at ~y regular meetly, or at any special hooting csll~ for this puxpose, &mend, alter, or repeal such by-la~vs, or any article or provisio~s therein oo~tained, by the afflictive vo~ of a majority of the shares of capital stock of ~is corporatl n then issued and outs~nding, s~ll remain in force; ~uy alteration, amendment, re- peal, or adoption of by-laws by the stoc2h6lders s~ll not be subject to sub- sequent ~endmen~, alteration, or ~peal by the Board of Directors, The B~rd of D~ectors of this oo~o~tion is he.by given full po~er and authority to m~ge and conduct the business of the corporation, and may in ~.~rn delegate such powe':-z to .a~ one of ~e officers 6f the cor- portion, or ~o a ~a~er ~ployed for that purpose, IN WIT~SS V~EOF the parties hereto, 0c,t) have hereunto set their hands and seals this_ ~i. day of ,~ I% v'~ I 19 ('.~ ~ · -6- I~NITED STATES OF A~[ERICA ~TATE 0F A~K~ ) THI~ IS TO C~RTIFY that on this~.'~_ day o before me, t~ undersigned, a Nota~ ~blio in and for the Stste of Alas~, duly eo~issioned and sworn, p~ona~y ~ppe~red JO~ GF~J ~:nd DOUG ~IL~R, ~mvn 2o me ~d ~o~m to be the pa~i~ular individuals described ~nd who executed the foregoing tnstr~e~, and ~ey, severally, adknowlsdged ~ me that they signed and sealed tb~ same ~eely ~nd v~lunt~ily for the uses and purposes thereinstated. INV~T~SS ~EOF, I hereunto set my ~nd ~d~fix my of- ftoial seal on the day and year first hereinabove written. ~ 659,69' _L MICHELIN ADOITION No~Jl HOLLOWBROOK SUBOIVf$10N ALLEY 329,93' GLENN N 00°26' W ALLEY I'i $29.94' ANCHORAGE - SEW.AI~D _ .~L__ __ _PIIGHW~Y____ ___~..2.~,..~'_ N O0° 26'20"W 659,89' cge Hwy. w ALLEY 3 ::'~,95'