Exhibit 3.9
State of Colorado
Department of
State
Certificate
I, SCOTT GESSLER, SECRETARY OF STATE OF THE STATE OF COLORADO HEREBY CERTIFY THAT ACCORDING TO THE RECORDS OF THIS OFFICE, THE ATTACHED IS A FULL, TRUE AND COMPLETE COPY OF THE ARTICLES OF INCORPORATION AND ALL AMENDMENTS THERETO OF
FORERUNNER CORPORATION
(COLORADO CORPORATION)
AS FILED IN THIS OFFICE AND ADMITTED TO RECORD.
Dated: October 04, 2011
SECRETARY OF STATE
ARTICLES OF INCORPORATION
OF
FORERUNNER ENGINEERING CORPORATION
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned incorporator, being a natural person of the age of eighteen (18) years or more, and desiring to form a corporation under the laws of the State of Colorado, does hereby sign, verify and deliver in duplicate to the Secretary of State of the State of Colorado these Articles of Incorporation.
ARTICLE I
Name and Principal Street Address | 961076355 M $50.00 SECRETARY OF STATE 06-06-96 12:41 |
The name of the corporation shall be Forerunner Engineering Corporation. The corporation’s principal office is located at 5575 Sycamore St, Suite 210, Littleton, CO 80120.
ARTICLE II
Period of Duration
This corporation shall exist perpetually unless dissolved according to law.
ARTICLE III
Purpose
The purpose for which this corporation is organized is to transact any lawful business or businesses for which corporations may be incorporated pursuant to the Colorado Business Corporation Act.
COMPUTER UPDATE COMPLETE
COMP.CH’D.TR
ARTICLE IV
Capital
The aggregate number of shares which this corporation shall have the authority to issue is 50,000 shares with a par value of $1.00, which shares shall be designated common stock. No share shall be issued until it has been paid for, and it shall thereafter be non-assessable.
ARTICLE V
Preemptive Rights
A shareholder of the corporation shall be entitled to a preemptive right to purchase, subscribe for, or otherwise acquire any new or additional shares of stock of the corporation of any class, or any options or warrants to purchase, subscribe for or otherwise acquire any such new or additional shares, or any shares, bonds, notes, debentures, or other securities convertible into or carrying options or warrants to purchase, subscribe for or otherwise acquire any such new or additional shares.
ARTICLE VI
Cumulative Voting
The shareholders shall be entitled to cumulative voting.
ARTICLE VII
Share Transfer Restrictions
The corporation shall have the right to impose restrictions upon the transfer of any of its authorized shares or any interest therein. The board of directors is hereby authorized on behalf of the corporation to exercise the corporation’s right to so impose such restrictions.
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ARTICLE VIII
Registered Office and Agent
The initial registered office of the corporation shall be at 5575 Sycamore St, Suite 210, Littleton, CO 80120 and the name of the initial registered agent at such address is William Groskopf. Either the registered office or the registered agent may be changed in the manner provided by law.
| /s/ William Groskopf |
| William Groskopf, Registered Agent |
ARTICLE IX
Initial Board of Directors
The initial board of directors of the corporation shall consist of two (2) directors, and the names and addresses of the persons who shall serve as directors until the first annual meeting of shareholders or until their successors are elected and shall qualify are as follows:
William Groskopf
6668 West Weaver Avenue
Littleton, Colorado 80123
Diane Groskopf
6668 West Weaver Avenue
Littleton, Colorado 80123
The number of directors of the corporation shall be fixed and may be altered from time to time as may be provided in the Bylaws. In case of any increase in the number of directors, the additional directors may be elected by the directors or by the stockholders at an annual or special meeting, as shall be provided in the Bylaws.
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ARTICLE X
Director Liability
No director of the corporation shall be personally liable to the corporation or to its shareholders for monetary damages for breach of his or her fiduciary duty as a director.
ARTICLE XI
Transactions with Interested Directors
No contract or other transaction between the corporation and any other corporation, whether or not a majority of the shares of the capital stock of such other corporation is owned by the corporation, and no act of the corporation shall in any way be affected or invalidated by the fact that any of the directors of the corporations are pecuniarily or otherwise interested in, or are directors or officers of, such other corporation; any director individually, or any firm of which such director may be a member, may be a party to, or may be pecuniarily or otherwise interested in, any contract or transaction of the corporation, provided that the fact that he or such firm is so interested shall be disclosed or shall have been known to the majority of the board of directors; and any director of the corporation who is also a director of officer of such other corporation, or who is so interested, not be counted in determining the existence of a quorum at any meeting of the board of directors of the corporation which shall authorize such contract or transaction, and may vote there at to authorize such contract or transaction with like force and effect as if he were not such a director or officer of such other corporation or not so interested.
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ARTICLE XII
Incorporator
The and address of the incorporator are as follows:
William Groskopf
5575 Sycamore St, Suite 210
Littleton, Colorado 80120
In witness whereof, the above named incorporator signed these Articles of Incorporation on May 3, 1996
| /s/ William Groskopf |
| William Groskopf, Incorporator |
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| STATE OF COLORADO | ) | |
| ) ss. | ||
| COUNTY OF DENVER | ) |
I, the undersigned, a notary public, hereby certify that on the 3rd day of May, 1996, the above named incorporator personally appeared before me and being by me first duly sworn declared that he is the person who signed the foregoing document as incorporated, and that the statements therein contained are true.
Witness my hand and official seal.
My commission expires: 7-22-96
 |
| Notary Public |
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| Mail to: Secretary of State |
For office use only 002 | |||||||
| Corporations Section | ||||||||
| 1560 Broadway, Suite 200 | ||||||||
| Denver, CO 80202 | ||||||||
| (303) 894-2251 | ||||||||
| MUST BE TYPED | Fax (303) 894-2242 | 19971172483 M | ||||||
| FILING FEE: $25.00 | DPC 19961076355 | $ 25.00 | ||||||
| MUST SUBMITTWO COPIES | SECRETARY OF STATE | |||||||
| 10-28-97 12:17:04 | ||||||||
Please include a typed self-addressed envelope | ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION |
Pursuant to the provisions of the Colorado Business Corporation Act, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:
FIRST: The name of the corporation is FORERUNNER ENGINEERING CORPORATION
SECOND: The following amendment to the Articles of Incorporation was adopted on SEPT. 15 1997, as prescribed by the Colorado Business Corporation Act, in the manner marked with an X below:
| No shares have been issued or Directors Elected - Action by Incorporators | ||
| No shares have been issued but Directors Elected - Action by Directors | ||
| Such amendment was adopted by the board of directors where shares have been issued and shareholder action was not required. | ||
| X | Such amendment was adopted by a vote of the shareholders. The number of shares voted for the amendment was sufficient for approval. | |
THIRD: If changing corporate name, the new name of the corporation is Forerunner Corporation
FOURTH: The manner, if not set forth in such amendment, in which any exchange, reclassification, or cancellation of issued shares provided for in the amendment shall be effected, is as follows: NONE
If these amendments are to have a delayed effective date, please list that date:
(Not to exceed ninety (90) days from the date of filing)
| ||
| Signature |  | |
| Title | President | |
Oct 21 2007 Revised 7/95
| Mail to: Secretary of State |
For office use only | |||||||
| Corporations Section | ||||||||
| 1560 Broadway, Suite 200 | ||||||||
| Must be typed | Denver, CO 80202 | |||||||
| FILING FEE: $5.00 | (303) 894-2251 | |||||||
| MUST SUBMITTWO COPIES | Fax (303) 894-2242 | 19971179055 M | ||||||
| DPC 19961076355 | $ 5.00 | |||||||
| STATEMENT OF CHANGE OF | SECRETARY OF STATE | |||||||
| Please include a typed | REGISTERED OFFICE OR | 11-07-97 14:44:34 | ||||||
| self-addressed envelope | REGISTERED AGENT, OR BOTH |
Pursuant to the provisions of the Colorado Business Corporation Act, the Colorado Nonprofit Corporation Act, the Colorado Uniform Limited Partnership Act of 1981 and the Colorado Limited Liability Company Act, the undersigned, organized under the laws of:
submits the following statement for the purpose of changing its office or its registered agent, or both in the state of Colorado:
| FIRST: | The name of the corporation, limited partnership or limited liability company is: | |||
Forerunner Corporation | ||||
| SECOND: | Street address of the current registered office is: |
| ||
| ||||
| (Include City, State, Zip) | ||||
| and if changed, the NEW STREET ADDRESS is: | 3900 S. Wadsworth Blvd. #580 | |||
Lakewood, CO 80235 | ||||
| (Include City, State, Zip) | ||||
| THIRD: | The name of its current registered agent is: |
| ||
| and if changed, the NEW REGISTERED AGENT is: |
| |||
| Signature of NEW REGISTERED AGENT: |
| |||
| The address of the registered office and the address of the business office of the registered agent, as changed, will be identical. | ||||
| FOURTH: | If changing the principal place of business address ONLY, the new address is: | |||
as above | ||||
Signature |  | |
Title | Corporate Secretary | |
| ARTICLES OF AMENDMENT TO | FILED DONETTA DAVIDSON COLORADO SECRETARY OF STATE | |
ARTICLES OF INCORPORATION (PROFIT) Form 205 Revised July 1, 2002 | ||
| Filing fee:$25.00 | 20021224869 M | |
Deliver to: Colorado Secretary of State Business DivisionSTOCK CHANGE | $ 25.00 | |
SECRETARY OF STATE | ||
| 1560 Broadway, Suite 200 | 08-15-2002 10:46:50 | |
| Denver, CO 80202-5169 |
This document must be typed or machine printed
Copies of filed documents may be obtained at www.sos.state.co.us <http://www.sos.state.co.us> ABOVE
SPACE FOR OFFICE USE ONLY
DPC 19961076355
Pursuant to § 7-110-106, Colorado Revised Statutes (C.R.S.), the individual named below causes these Articles of Amendment to its Articles of Incorporation to be delivered to the Colorado Secretary of State for filing, and states as follows:
| 1. The name of the corporation is: | ForeRunner Corporation |
(If changing the name of the corporation, indicate name of corporation BEFORE the name change)
2. The date the following amendment(s) to the Articles of Incorporation was adopted:
July 31, 2002
3. The text of each amendment adopted (include attachment if additional space needed):
Article IV of the Articles of Incoporation is amended to read as follows:
“The aggregate number of shares which this corporation shall have the authority to issue is 50,000 shares with a par value of $0.10, which shares shall be designated common stock. No share shall be issued until it has been paid for, and it shall thereafter be
non-assessable.”
4. Ifchanging the corporation name, thenew name of the corporation is:
5. If providing for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself:
None
Indicate manner in which amendment(s) was adopted (mark only one):
| No shares have been issued or Directors elected - Adopted by Incorporator(s) | ||
| No shares have been issued but Directors have been elected - Adopted by the board of directors | ||
| Shares have been issued but shareholder action was not required - Adopted by the board of directors |
COMPUTER UPDATE COMPLETE
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| X | The number of votes cast for the amendment(s) by each voting group entitled to vote separately on the amendment(s) was sufficient for approval by that voting group - Adopted by the shareholders |
7. Effective date (if not to be effective upon filing) (Not to exceed 90 days)
8. The (a) name or names, and (b) mailing address or addresses, of any one or more of the individuals who cause this document to be delivered for filing, and to whom the Secretary of State may deliver notice if filing of this document is refused, are:
(a) Willard V. Jones. Esq.
(b) 12650 W. 64th Ave., Suite #E-507, Arvada, CO 80004
OPTIONAL. The electronic mail and/or Internet address for this entity is/are: e-mail
| Web site |
|
The Colorado Secretary of State may contact the following authorized person regarding this document:
| name | Willard V. Jones | address | 12650 W. 64th Ave., Suite #E-507, Arvada, CO 80004 |
| voice | 303/425-7338 | fax | 303/425-7560 | wvjoneslaw@netzero.net |