Exhibit 3.21
ARTICLES OF INCORPORATION
OF
PA&E INTERNATIONAL, INC.
ARTICLE I
Name
The name of this Corporation is PA&E International, Inc.
ARTICLE II
Capital Stock
The total number of shares which this Corporation is authorized to issue is
one million (1,000,000) shares of Common Stock, no par value, which shall be the
only class of shares of this Corporation.
ARTICLE III
No Preemptive Rights
Except as may otherwise be provided by the Board of Directors, no holder of
any shares of this Corporation shall have any preemptive right to purchase,
subscribe for or otherwise acquire any securities of this Corporation of any
class or kind now or hereafter authorized.
ARTICLE IV
Number of Directors
A. This Corporation shall have at least one director, the actual number to
be fixed in accordance with the Bylaws. The initial Board of Directors shall
consist of two (2) directors.
B. The names and addresses of the first Board of Directors of the
Corporation are as follows:
Donald A. Wright
430 Olds Station Road
Wenatchee, WA 98801
Nick A. Gerde
430 Olds Station Road
Wenatchee, WA 98801
ARTICLE V
No Cumulative Voting
There shall be no cumulative voting of shares in this Corporation.
ARTICLE VI
Shareholder Voting on Significant Corporate Action
Any corporate action for which the Washington Business Corporation Act, as
then in effect, would otherwise require approval by either a two-thirds vote of
the shareholders of the Corporation or by a two-thirds vote of one or more
voting groups shall be deemed approved by the shareholders or the voting
group(s) if it is approved by the affirmative vote of the holders of a majority
of shares entitled to vote or, if approval by voting groups is required, by the
holders of a majority of shares within each voting group entitled to vote
separately. Notwithstanding this Article, effect shall be given to any other
provision of these Articles that specifically requires a greater vote for
approval of any particular corporate action.
ARTICLE VII
Limitation on Director Liability
To the fullest extent permitted by Washington law and subject to the Bylaws
of this Corporation, a director of this Corporation shall not be liable to the
Corporation or its shareholders for monetary damages for his or her conduct as a
director. Any amendment to or repeal of this Article shall not adversely affect
any right of a director of this Corporation hereunder with respect to any acts
or omissions of the director occurring prior to amendment or repeal.
ARTICLE VIII
Indemnification of Directors
To the fullest extent permitted by its Bylaws and Washington law, this
Corporation is authorized to indemnify any of its directors. The Board of
Directors shall be entitled to determine the terms of indemnification, including
advance of expenses, and to give effect thereto through the adoption of Bylaws,
approval of agreements, or by any other manner approved by the Board of
Directors. Any amendment to or repeal of this Article shall not adversely affect
any right of an individual with respect to any right to indemnification arising
prior to such amendment or repeal.
ARTICLE IX
Registered Office and Registered Agent
The name of the registered agent of this Corporation and the street address
of its registered office are as follows:
JGB SERVICE CORPORATION
3600 One Union Square
600 University Street
Seattle, WA 98101-3197
ARTICLE X
Incorporator
The name and address of the incorporator are as follows:
Eugenie D. Mansfield
3600 One Union Square
600 University Street
Seattle, WA 98101-3197
DATED: July 27, 1998 /s/ EUGENIE D. MANSFIELD
-----------------------------------------
Eugenie D. Mansfield
Incorporator
CONSENT TO APPOINTMENT AS REGISTERED AGENT
The undersigned hereby consents to serve as registered agent for PA&E
International, Inc. in the State of Washington.
DATED this 27th day of July, 1998.
JGB SERVICE CORPORATION
/s/ CONNIE CHAPMAN
-----------------------------------------
By: Connie Chapman
Its: Assistant Secretary
3600 One Union Square
600 University Street
Seattle, WA 98101-3197