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EXHIBITS 3.3
ARTICLES OF INCORPORATION
OF
MODTECH, INC.
I
The name of this corporation is Modtech, Inc.
II
The purpose of this corporation is to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law of
California other than the banking business, the trust company business or the
practice of a profession permitted to be incorporated by the California
Corporations Code.
III
The name and address in the State of California of this corporation's
initial agent for service or process is:
G.B. Bashaw
1631 Coteau Drive
Riverside, California 92504
IV
This corporation is authorized to issue only one class of shares of stock;
and the total number of shares is 100,000 shares.
Dated: 4/11/84
/s/ G. B. BASHAW
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G. B. Bashaw
I hereby declare that I am the person who executed the foregoing Articles
of Incorporation, which execution is my act and deed.
/s/ G. B. BASHAW
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G. B. Bashaw
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CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
MODTECH, INC.
James D. Goldenetz and Evan M. Gruber certify that:
1. They are the duly elected and acting President and Secretary,
respectively, of Modtech, Inc., a California corporation.
2. Article IV of the Articles of Incorporation of this corporation is
hereby amended to read as follows:
"IV
"This corporation is authorized to issue two classes of shares
designated 'Common Stock' and 'Preferred Stock,' respectively. The number
of shares of Common Stock authorized to be issued is 20,000,000, with a par
value of $.01 per share, and the number of shares of Preferred Stock
authorized to be issued is 5,000,000 with a par value of $.01 per share.
"The board of directors of this corporation is authorized to determine
the number of series into which shares of the Preferred Stock may be
divided, to determine the rights, preferences, privileges and restrictions
granted to or imposed upon the Preferred Stock or any series thereof or any
holders thereof, to determine and alter the rights, preferences, privileges
and restrictions granted to or imposed upon any wholly unissued series of
Preferred Stock or the holders thereof, to fix the number of shares
constituting any series prior to the issuance of shares of that series and
to increase or decrease, within the limits stated in any resolution or
resolutions of the board originally fixing the number of shares
constituting any series (but not below the number of shares of such series
then outstanding), the number of shares of any such series subsequent to
the issue of shares of that series.
"Upon the amendment of this Article IV to read as hereinabove set
forth, each outstanding share of Common Stock shall thereby be divided into
124.0694789 shares of Common Stock.
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3. The Articles of Incorporation of this corporation are hereby further
amended by adding thereto Article V to read in its entirety as follows:
"V
"The liability of the directors of the corporation for monetary
damages shall be eliminated to the fullest extent permissible under
California law.
4. The Articles of Incorporation of this corporation are hereby further
amended by adding thereto Article VI to read in its entirety as follows:
"VI
"The corporation shall have the authority to provide indemnification
to agents (as defined in Section 317 of the California Corporations Code)
through bylaw provisions, agreements, vote of shareholders or disinterested
directors, or otherwise, in excess of the indemnification otherwise
permitted by Section 317 of the California Corporations Code with respect
to actions for breach of duty to the corporation and its shareholders,
subject to the limits on such excess indemnification set forth in Section
204 of the Corporations Code.
5. The Articles of Incorporation of this corporation are hereby further
amended by adding thereto Article VII to read in its entirety as follows:
"VII
"The number of directors of the corporation may be fixed from time to
time by resolution of the board of directors but shall not be less than
five nor more than nine. The following provisions shall become effective
only when the corporation becomes a listed corporation within the meaning
of Section 301.5 of the California Corporations Code: The board of
directors shall be divided into three classes to serve for terms of three
years, with one-third of the directors or as close an approximation as
possible to be elected at each annual meeting of shareholders. In addition,
cumulative voting for the election of directors shall be eliminated."
6. The foregoing amendment of the Articles of Incorporation has been duly
approved by the Board of Directors of this corporation in accordance with
Section 902 of the Corporations Code.
7. The foregoing amendment of the Articles of Incorporation has been duly
approved by the required vote of the shareholders in accordance with Section 902
of the Corporations Code. The total number of outstanding shares of the
Corporation is 21,771. The number of shares voting in favor of the amendment
equaled or exceed the vote required. The percentage vote required was more than
50%.
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IN WITNESS WHEREOF, the undersigned have executed this Certificate on
May __, 1990.
The undersigned further declare under penalty of perjury under the laws of
the State of California that the matters set forth in this Certificate are true
and correct or our own knowledge.
Executed in Perris, California, on May __, 1990.
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James D. Goldenetz, President
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Evan M. Gruber, Secretary