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HomeMy WebLinkAboutarticles of incorporationApr. a. 1UU9 1:29VM Kelly burl uozier, Inc. NO. JIM r. z Fax Server 4/8/2009 11:19:16 AM PACE 3/006 Fax Server notooto~~z~ fd M tNo of the ARTICLES OF INCORFORAT ION $egelary of SM d low Og DEC 11 ?988 KELLY BURT DOZER, I NC . offPstin sech" Kelly Burt, the undersigned natural person of the age of eighteen years or more, and a citizen of the State of Texas, acting as incorporator of a corporation under the Taxaa Business Corporation Act, does' hereby adopt the following Articles of Incorporation for such corporation: ARTICLE OUR The name of the corporation is KELLY BURT DOZER, INC. ARTICLE TWO The period of its duration is perpetual. ARTICLE THREE The purpose or purposes for which the corporation is organized is to enter Into and conduct any lawful business for which corporati.oas may be orgatniaed under the Texas Business Corporation Act, and as it may be amended from time to time. The powers enumerated by Article 2.02 of the Texas Business Corporation Act are in no way limited by these Articles of Incorporation. ARTICLE FOUR 1. The aggregate number of shares which the corporation shall have authority to issue is 1,000,000 shares an follows= 1,000,000 shares of one dollar. par Common Stock with full voting rights. Apr. 0. IM L:11rni Fax Server l 1 0 0 1 0 16 z 5 ARTICLE FIVE The corporation will not commence business until it has received for the issuance of its shares consideration of the valuo of one Thousand Dollars ($1,000.00), consisting of moneyr labor done or property actually received. AR'TI .LE S rX The address of its initial registered office i5 5665 Chelsea Circle,-Bryan, Texas 77802, and the name of its initial registered agent at such address is Kelly Burt. TICLE SBVEN The number of directors of the initial board of directors is three, and the names and addresses of the persons who are to serve as directors until the annual meeting of the shartholdere or until their successors or assigns are elected and qualified are: Kelly Burt Alvin Zemanek, Sr. Sharon Burt 5665 Chelsea Circle Bryan, Texas 77802 1306 Skrivanek Drive Bryan, Texas 77802 5665 Chelsea Circle Bryan, Texas 77802 A.RTICLS BIGHT The naMe and address of the incorporator is: Kelly Burt 5665 Chelsea Circle Bryan, Texas 77902 neiiy hurt uozier, inc. irU.)tUL r. 4/U/ZU09 11:19:16 AM PAGE 4/006 Fax z;erver Apr. d. IVUY I:IYrm Fax Server Rel ly burt oozier, Inc. ),+DZ r. 4 4/8/2009 11:19:16 AM PAGE 5/006 Fax Server 01)10010162. 6 ARTICLE NINE The Board of Directors is expressly authorized to make, alter or amend Bylaws of this corporation or to adopt new BY- laws. IN WITNESS WHEREOF, I have hereunto $2.t my hand this day of 1988.. -&=Are ~ X* Burt THE STATE OF TEXAS S COUNTY OP BRAZOS 5 I, the undersigned otary Public, do hereby certify that on the a-M day of 1988, personally appeared Xelly Burt, who being by me duly sworn, declared that he is the person who signed the foregoing document as incorporator and that the statements therein contained are true. WITNESS MY BAND AW SEAL OF OFFICE this, the day of 1988. P/ w LISA ANTHONY . COMMISSION EXPIRES nt y 1 i c an Y the MAY 14, 1992 State of Texas R a. My ao~oaiss on expirest Printed Bsme of Notary: Apr. U. LUU`/ C:wm tieiiy burr uozier, inc. BYLAWS OF KELLY BURT DOZER, INC. ARTICLE ONE REGISTERED OFFICE NO. 79pL r. ) 1.01 The registered office of the corporation is located at 5665 Chelsea Circle, Bryan, Texas 77802 and the name of the registered agent of the corporation at such address is Kelly Burt. ARTICLE TWO SHAREHOLDERS MEETINGS 2.01 The annual meetings of the shareholders shall be held at the registered office of the corporation, or any other place within or without this state, as may be designat- ed for that purpose from time to time by the Board of Directors. Time of Annual Meeting 2.02 The annual meetings of the shareholders shall be held each year at 1000 a.m. on the fifteenth day of December. If this day falls on a legal holiday, the annual meeting shall be held at the same time on the next following business day thereafter. Notice of Meeting 2.03 Notice of the meeting, stating the place, day, and hour of the meeting, and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given in writing to each shareholder entitled to vote at the meeting at least ten (10) but not more than fifty (50) days before the date of the meeting either personally or by mail or other means of written communication, addresses to the shareholder at his address appearing on the books of the corporation or given by him to the corporation for the purpose of notice. Notice of adjourned meetings is not necessary unless the meeting is adjourned for thirty (30) days or more, in.which ease notice of the adjourned meeting shall be given as in the case of any special meeting. Special Meetings 2.04 Special meetings of the shareholders for any purpose or purposes whatsoever may be called at any time by the president, or by the Board of Directors, or by any two (2) or more Directors, or by any one or more shareholder, holding not less than one-tenth (1/10) of all the shares entitled to vote at the meeting. Hp r. 6. LUU`/ L.jUrni Kelly nurt uozier, inc. IVU. YtUL 1. U Quorum 2.05 A majority of the voting shares constitutes a quorum for the transaction of business. Business may be continued after a withdrawal of enough shareholders to leave less than a quorum. Voting 2.06 Only persons in whose names shares appear on the share records of the corporation on the date on which such notice of the meeting is mailed shall be entitled to vote at such meeting, unless some other day is fixed by the Board of Directors for the determination of shareholders of record. Each shareholder is entitled to a number of votes equal to the number of Directors to be elected, multiplied by the number of shares which he is entitled to vote. Voting for the election of Directors shall be by voice unless any share- holder demands a ballot vote before the voting begins. Proxies 2.07 Every person entitled to vote or execute consents may do so either in person or by written proxy executed in writing by the shareholder or his duly authorized attorney in fact. Consent of Absentees 2.08 No defect in the calling or noticing of a share- holders' meeting will affect the validity of any action at the meeting if a quorum was present, and if each shareholder not present in person or by proxy signs a waiver of written notice, consent to the holding of the meeting, or approval of the minutes, either before or after the meeting, and such waivers, consents of approvals are filed with the corporate records or wade a part of the minutes of the meeting. Action Without Meeting 2.09 Action may be taken by the shareholders without a meeting if each shareholder entitled to vote signs a written consent to the action and such consents are filed with the Secretary of the corporation. Apr. tl. 1UUy 1.jUrm Kelly ourt uozier, inc. NO. 3'fUL r. i ARTICLE THREE DIRECTORS Powers 3.01 The Directors shall act only as a board and an individual Director shall have no power as such. All corpor- ate powers of the corporation shall be exercised by, or under the authority of, and the business and affairs of the corpor- ation shall be controlled by the Board of Directors, subject, however, to such limitations as are imposed by law, the Articles of Incorporation or these Bylaws as to actions to be authorized or approved by the shareholders. The Board of Directors may, by contract or otherwise, give general or limited or special power and authority to the officers and employees of the corporation to transact the general busi- ness, or any special business, of the corporation, and may give powers of attorney to agents of the corporation to transact any special business requiring such authorization. Dumber and Qualification of Directors 3.02 The authorized number of Directors of this Corporation shall be three (3). The Directors need not be shareholders of this corporation or residents of Texas. The number of Directors may be increased or decreased from time to time by amendment to these Bylaws but no decrease shall have the effect of shortening the term of any incumbent Director. Any directorship to be filled by reason of an increase in the number of Directors shall be filled by election at any annual meeting or at a special meeting of the shareholders called for that purpose. Election and Term of office 3.03 The Directors shall be elected annually by the shareholders entitled to vote, and shall hold office until their respective successors are elected, or until their death, resignation, or removal. Vacancies 3.04 vacancies in the Board of Directors may be filled by a majority of the remaining Directors, though less than a quorum, or by a sole remaining Director. The shareholders may elect a Director at any time to fill a vacancy not filled by the Directors. Removal of Directors 3.05 The entire Board of Directors or any individual Director may be removed from office with or without cause by vote of the holders of a majority of the share entitled to vote for directors, at any regular or special meeting of such shareholders. Apr. a. ZUU' L.jtrM kei iy burt uozier, inc. iru. YfUL r. U place of meetings 3.06 All meetings of the Board of Directors shall be held at the principal offices of the corporation or at such place within or without the State as may be designated from time to time by a resolution of the Board or by written consent of all the members of the Board. Regular Meetings 3.07 Regular meetings of the Board of Directors shall be held, without call or notice, immediately following each annual meeting of the shareholders of this corporation, and at other such times as the Directors may determine. Special Meetings - Call and Notice 3.08 Special meetings of the Board of Directors for any purpose shall be called at any time by the President or, if he is absent or unable or refuses to act, by any Vice- President or any two Directors. Written notices of the special meetings, stating the time, and in general terms the purpose or purposes thereof, shall be mailed or telegraphed or personally delivered to each Director not later than the day before the day appointed for the meeting. Quorum 3.09 A majority of the authorized number of Directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the Directors present shall be regarded as the act of the Board of Directors, unless a greater number be required by law or by the Articles of Incorporation. Board Action Without Meeting 3.10 Any action required or permitted to be taken by the Board of Directors, may be taken without a meeting, and with the same force and effect as a unanimous vote of Directors, if all the members of the Board shall individually or collectively consent in writing to such action. Adjournment - Notice 3.11 A quroum of the Directors may adjourn any Directors' meeting to meet again at a stated day and hour. Notice of the time and place of holding such an adjourned meeting need not be given to absent Directors if the time and place is fixed at the meeting adjourned. In the absence of a quorum, a majority of the Directors present at any Directors' meeting, either regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the Board. Apr. 0. LUUY L:1Irrn Kelly hurt uozier, Inc. iv U. PtUL 1. 7 Conduct of Meetings 3.12 The President, or, in his absence, any Director selected by the Directors present, shall preside at meetings of the Board of Directors. The Secretary of the corporation, or in his absence, any person appointed by the presiding officer, shall act as Secretary of the Board of Directors. Compensation 3.13 Directors and members of committees may receive such compensation, if any, for their services, and such reim- bursement for expenses, as may be fixed or determined by resolution by the Board. Indemnification of Directors and Officers 3.14 The Board of Directors may authorize the corpora- tion to pay expenses incurred by, or to satisfy a judgment or fine rendered or levied against present or former Directors, officers, or employees of this corporation as provided by Article 2.02 (A) (16) of the Business Corporation Act. ARTICLE FOUR OFFICERS Title and Appointment 4.01 The officers of the corporation shall be a President, Vice-President, and a Secretary/Treasurer, and such other officers as the Board of Directors shall from time to time determine. Any two offices, except President and Secretary, may be held by one person. All officers shall be elected by and hold office at the pleasure of the Board of Directors, which shall fix the compensation and tenure of all officers. Powers and Duties of Officers 4.02 The officers of the corporation shall have the powers and duties generally ascribed to the respective offices, and such additional authority or duty as may from time to time be established by the Board of Directors. ARTICLE FIVE EXECUTION OF INSTRUMENTS 5.01 The Board of Directors may, in its discretion, determine the method and designate the signatory officer or officers, or other person or persons, to execute any corpor- ate instrument or document, or to sign the corporate name without limitation, except where otherwise provided by law, and such execution or signature shall be binding upon the corporation. Apr. a. ZUUV Z:JIrM KeI ly burl uotier, inc. ruo. )40[ r. iv ARTICLE SIX ISSUANCE AND TRANSFER OF STARES Certificates for Paid and Unpaid Shares 6.01 Certificates for shares of the corporation shall be issued only when fully paid. Share Certificates 6.02 The corporation shall deliver certificates repre- senting all shares to which shareholders are entitled, which certificates shall be in such form and device as statement that, the corporation is organized in Texas, the name in which it is issued, the number and class of shares and series, and the par value or a statement that the shares are without par value. The certificates shall be signed by the President or a Vice-President and the Secretary or an Assistant Secretary, which signatures may be in faesimilie if the certificates are to be countersigned by a transfer agent or registered by a registrar, and the seal of the corporation shall be affixed thereto. The certificates shall contain on the faces or backs such recitations or references as are required by law. Replacement of Certificates 6.03 No new certificates shall be issued until the former certificate for the shares represented thereby shall have been surrendered and cancelled, except in the case of lost or destroyed certificates for which the Board of Directors may order new certificates to be issued upon such terms, conditions, and guarantees as the Board may see fit to impose, including the filing of sufficient indemnity. Transfer of shares 6.04 Shares of the corporation may be transferred by endorsement by the signature of the owner, his agent, attorney, or legal representative, and the delivery of the certificate. The transferee in any transfer of shares shall be deemed to have full notice of, and to consent to, the bylaws of the corporation to the same extent as if he had signed a written assent thereto. Restrictions on Transfer of Stock 6.05 A. No shareholder of the corporation shall trans- fer, assign, sell or hypothecate any of the stock of the corporation held by him or her, nor shall any shareholder of the corporation suffer, permit, cause or allow any stock of the corporation held by him or her to be levied upon under execution or a receiver to be appointed therefor, or assign said stock for the benefit of creditors, or permit the Apr. 6. LUU`! i:jLYMI Melly burl uoZler, Inc. NO.J40L r. II transfer or assignment of such stock to any trustee or receiver in voluntary or involuntary insolvency proceedings without complying with the terms and conditions hereinafter provided for. B. Should any shareholder desire to sell, transfer, assign or hypothecate any of the stock of the corporation held by him or her, such shareholder shall first offer said stock to the other shareholders of the corporation. Such of ter shall be made in writing and be transmitted by regis- tered mail to the other shareholders at their respective places of residence as stated on the records of the corpora- tion. Upon receipt of such offer, such other shareholders shall thereupon have an irrevocable exclusive option to pur- chase all of said shares in proportion to their stock inter- est in the corporation at any time within thirty (30) days from the date of receipt of such offer upon payment of the book value therefor to the person offering his stock in the corporation for sale. If any shareholder shall fail, or declare his unwillingness to exercise such option, the shares under option to the remaining shareholder or shareholders shall be increased proportionately. If all of the shares offered to shareholders are not purchased by such shareholder or shareholders, the person offering such shares for sale shall thereupon offer all of them for sale to the corpora- tion. Such offer shall be made in writing and be transmitted by registered mail to the corporation. Upon receipt of such offer, the corporation shall have an irrevocable exclusive option to purchase all of such shares out of surplus, if any, at any time within thirty (30) days from the date of receipt of such offer upon payment of the book value therefor to the person offering his stock in the corporation for sale. If the corporation shall fail or declare its unwillingness to exercise such option, the person offering such shares for sale shall thereupon be free to dispose of all of said shares at such time or times and in such manner as he or she may elect. C. In the event of the death of any shareholder or in the event of a levy under execution against the stock belong- ing to any shareholder of the corporation, or in the event of the appointment of a receiver of the stock belonging to any shareholder of the corporation, or in the event of voluntary or involuntary insolvency proceedings on the part of or against any shareholder of the corporation, or in the event of an assignment for the benefit of creditors, notice shall be given by the shareholder involved, his administrator, executor, successor or other representative to the other shareholders of the happening of such event. Such notice shall be in writing and be transmitted by registered mail to all of the shareholders of the corporation and to the corpor- ation at their respective places of residence as stated on the records of the corporation. In such event, the share- holder whose stock is involved in any of the proceedings or happenings hereinabove mentioned shall offer his stock for Apr. U. IUU9 I:33YM Kelly butt Dozier, inc. IVO. i4bz r. IL sale, all in accordance with the terms and provisions herein- before provided for with respect to the situation where a shareholder desires to sell or hypothecate his or her stock. D. The value of the shares of stock which are offered for sale as hereinbefore set forth shall be the book value thereof as determined by customary accounting methods, except that no valuation of good will shall be included in the computation of book value of the shares offered for sale or subject to transfer as hereinbefore provided. ARTICLE SEVEN RECORDS AND REPORTS Inspection of Books and Records 7.01 All books and records provided for by statute shall be open to inspection of the shareholders from time to time and to the extent expressly provided by statute, and not otherwise. The Directors may examine such books and records at all reasonable times. 7.02 The Board of Directors may close the transfer books in their discretion for a period not exceeding fifty (50) days proceeding any meeting, annual or special, of the shareholders, or the day appointed for the payment of a dividend. ARTICLE EIGHT AMENDMENT OF BYLAWS Amendment of Bylaws 8.01 The power to alter, amend, or repeal these bylaws is vested in the shareholders, but such power may be delegated to the Directors. Signatures and Attestation Adopted by the Board of Directors on , 198q Kel urt, Director ot- 1 A vin Z ee c . Y 1.01. Sharon Burt, Director Sharon Burt, Secretary/Treasurer Apr. d. LUU`l L.jjrm Wly burl uozler, inc. IVo.J4oz r. IJ ORGANIZATION MEETING OF KELLY BURT DOZER, INC. (Adopted without a meeting in accordance with Article 9.10 B, Business Corporation Act.) 1. Consent to Action The undersigned, Kelly Burt, Alvin Zemanek, Sr., and Sharon Burt, being all of the present directors named in the Corporation's Articles of Incorporation filed with the Secretary of State on December 15, 1988, individually and collectively con- sent, by this writing, to take the following action, to adopt the following resolutions and to transact the following business of the Corporation. 2. officers RESOLVED, that the following persons are elected to the offices set forth opposite their names: Name Kelly Burt Alvin Zemanek, Sr. Sharon Burt 3. Articles Office President Vice--President Secretary-Treasurer RESOLVED, that the copy of the Articles of Incorporation attached hereto is a true copy of the articles of this corporation filed with the Texas Secretary of State on December 15, 1988, and that this copy and the certificate of incorporation shall be retained in the corporate records.