INTREPID TOOL INDUSTRIES, INC.
ARTICLES OF INCORPORATION OF INTREPID TOOL INDUSTRIES, INC.
The undersigned incorporator, desiring to form a corporation under the laws of the State of Arizona, does hereby adopt the following Articles of Incorporation:
ARTICLE I - NAME The name of the corporation shall be INTREPID TOOL INDUSTRIES, INC. (the "Corporation").
ARTICLE II - INCORPORATOR The name and address of the incorporator of the Corporation is: Dorothy Baran, Esq., Chase Tower, 22nd Floor, 201 North Central Avenue, Phoenix, AZ 85004-0608. All powers, duties and responsibilities of the incorporator shall cease at the time of the filing of these Articles of Incorporation with the Arizona Corporation Commission.
ARTICLE III - KNOWN PLACE OF BUSINESS The known place of business of this Corporation shall initially be as follows: 10895 N. Solar Canyon Way, Surprise, AZ 85379. The Corporation may hereafter change its place of business in accordance with applicable law and without amending these Articles of Incorporation.
ARTICLE IV - PURPOSE; CHARACTER OF INITIAL BUSINESS The purpose for which this Corporation is organized is the transaction of any and all lawful business for which corporations may be incorporated under the laws of the State of Arizona, as they may be amended from time-to-time. The Corporation will initially engage in the business of manufacturing industrial.
ARTICLE V - CAPITAL STOCK The Corporation shall have the authority to issue a total of One Thousand (100,000) shares of common stock without par value. Each share of common stock of the Corporation shall entitle the holder thereof to one (1) vote on any matter requiring a vote of the shareholders. The shares of common stock of this Corporation may be issued for cash, services or property, upon such conditions and terms as may be determined by the Board of Directors, who shall have full power and authority to fix the value of the property or services for which shares may be issued and whose valuations shall be conclusive, and the shares so issued shall be fully paid and non-assessable. The Board of Directors, subject to the requirements of applicable law, shall have the authority to: (1) effect a distribution from capital surplus of this Corporation to the holders of its outstanding capital stock; and (2) cause the Corporation to purchase or redeem its shares of common stock to the extent of the unreserved and unrestricted earned and capital surplus of the Corporation.
ARTICLE VI - STOCK OPTIONS AND RIGHTS The Board of Directors shall have the authority to issue options and other rights to acquire the capital stock of the Corporation to the directors, officers and employees of the Corporation without shareholder approval or ratification of any such issuance.
ARTICLE VII - BOARD OF DIRECTORS The affairs of the Corporation shall be conducted by a Board of Directors, consisting of not less than one (1) nor more than three (3), the number of which shall be determined at the annual meeting of the shareholders in the manner specified in the Bylaws of the Corporation. Directors shall be elected at the annual meeting of the shareholders to be held at such time as may be provided in the Bylaws of the Corporation, and such Directors shall serve until their successors are elected and qualified. The following persons shall comprise the initial Board of Directors, who shall serve until their successors are elected and qualified: Bret Tayne, 10895 N. Solar Canyon Way, Surprise, AZ 85379.
ARTICLE VII - INDEMNIFICATION The Corporation shall indemnify and hold harmless its officers and directors, together with their heirs and personal representatives, from and against any and all judgments, claims, losses, damages, liabilities, costs and expenses of any nature whatsoever, including reasonable legal fees, incurred as a result of serving or having served in such positions, to the fullest extent allowed by the laws of the State of Arizona. The foregoing should not be deemed to be any limitation on the power of the Corporation to indemnify such persons and others, it being the intent that the Corporation provide the fullest indemnity allowed by such law.
ARTICLE IX - LIMITATION OF DIRECTOR LIABILITY A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for any action taken, or for failure to take any action, as a director; provided, however, this Article IX shall not eliminate or limit the liability of a director for any conflicting interest transaction for which judicial action may be brought against such director pursuant to Arizona Revised Statutes Section 10-861. This Article shall not limit or eliminate the liability of the director for any act or omission occurring before the effective date of this Article, nor shall amendments to or repeal of this Article have any effect on the liability for monetary damages of any director within the scope of this Article and occurring prior to such amendment or repeal.
ARTICLE X - BYLAWS The initial Bylaws of the Corporation may be adopted by the Board of Directors, herein designated. The Bylaws and any amendments or alterations thereto shall be valid only if consistent with these Articles of Incorporation.
ARTICLE XI - LIABILITY The private property of the shareholders, directors and officers of this Corporation shall be forever exempt from corporate debts and liabilities.
ARTICLE XII - STATUTORY AGENT Dorothy Baran, with offices at Chase Tower, 22nd Floor, 201 North Central Avenue, AZ 85004-0608, is hereby appointed the initial Statutory Agent of the Corporation. The Board of Directors of this Corporation may revoke this appointment of agent at any time and shall have power to fill any vacancy in such position.
IN WITNESS WHEREOF, the incorporator hereunto set her hand this 24 day of February, 2014. /s/ Dorothy Baran. ACCEPTANCE OF APPOINTMENT AS STATUTORY AGENT. I, Dorothy Baran, having been designated to act as statutory agent for INTREPID TOOL INDUSTRIES, INC., an Arizona corporation, hereby consent to act in that capacity until removed or my resignation is submitted in accordance with Arizona Revised Statutes. /s/ Dorothy Baran.
3/7, 3/14, 3/21, 2014 editions Arizona Capitol Times