Exhibit 3.3
ARTICLES OF INCORPORATION
OF
ADVANCE TRUCKING CORPORATION
I hereby act as incorporator of a stock corporation under the provisions of
the Virginia Stock Corporation Act, Title 13.1, Chapter 9, of the Code of
Virginia of 1950, as amended, and I hereby declare and establish the following
as the Articles of Incorporation of such corporation:
ARTICLE I. NAME
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The name of the Corporation is Advance Trucking Corporation.
ARTICLE II. PURPOSES AND POWERS
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The Corporation shall have the power to hold title to vans, trucks,
tractors and trailers covered by certificates of title issued under the laws of
any jurisdiction in the United States of America and used in the distribution
and delivery of inventory and to carry on any business not prohibited by law or
required to be stated in these articles.
ARTICLE III. CAPITAL STOCK
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The aggregate number of shares of capital stock which the Corporation shall
have authority to issue is as follows:
CLASS NUMBER OF SHARES
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Common 5,000
ARTICLE IV. REGISTERED OFFICE
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The address of the initial registered office of the Corporation is 5673
Airport Road, N.E., Roanoke, Virginia 24012, located in the County of Roanoke,
Virginia.
The initial registered agent of the Corporation is J. O'Neil Leftwich, a
resident of Virginia and a director of the Corporation, whose business office is
the same as the registered office of the Corporation.
ARTICLE V. DIRECTORS
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The number of directors constituting the Board of Directors of the
Corporation is two, and the names and addresses of the persons who are to serve
as the initial directors are:
NAME ADDRESS
---- -------
Garnett E. Smith 522 Anchor Drive
Moneta, Virginia 24121
J. O'Neil Leftwich 616 Copper Circle
Roanoke, Virginia 24019
ARTICLE VI. PRE-EMPTIVE RIGHTS
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No holder of shares of any class of stock of the Corporation shall have any
pre-emptive or preferential right to purchase or subscribe to (i) any shares of
any class of stock of the Corporation whether now or hereafter authorized, (ii)
any warrants, rights, or options to purchase any such stock, or (iii) any
securities or obligations convertible into any such stock or into warrants,
rights or options to purchase any such stock.
ARTICLE VII. INDEMNIFICATION OF DIRECTORS AND OFFICERS
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A. Each director and officer who is or was a party to any proceeding
(including a proceeding by or in the right of the Corporation) may be
indemnified by the Corporation against any liability imposed upon or asserted
against him (including amounts paid in settlement) arising out of conduct in his
official capacity with the Corporation or otherwise by reason of the fact that
he is or was such a director or officer or is or was serving at the request of
the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, except there shall be no indemnification in relation to matters as
to which he shall have been finally adjudged to be liable by reason of having
been guilty of (i) willful misconduct or (ii) a knowing violation of criminal
law in the performance of his duty as such director or officer.
B. The Corporation is empowered to contract in advance to indemnify any
director or officer to the extent indemnification is granted under Section A .
The Board of Directors is also empowered to cause the Corporation to indemnify
or contract in advance to indemnify any other person not covered by Section A
who was or is a party to any proceeding, by reason of the fact that he is or was
an employee or agent of the Corporation, or is or was serving at the request of
the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise to the same extent as if such person were specified as one to whom
indemnification is granted under Section A.
C. The Corporation may advance, pay for and/or reimburse the reasonable
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expenses incurred by an officer or director who is a party to any proceeding in
advance of the final disposition thereof if (i) the officer or director
furnishes the Corporation a written statement of his good faith belief that he
has met the standard of conduct described in Sections A and (ii) the officer or
director furnishes the Corporation a written undertaking, executed personally or
on his behalf, to repay the advance if it is ultimately determined that he did
not meet the standard of conduct. The undertaking required by clause (ii) above
shall be an unlimited general obligation of the officer or director but need not
be secured and may be accepted without reference to financial ability to make
repayment.
D. The foregoing provisions are intended to provide indemnification
with respect to those monetary damages of which the Virginia Stock Corporation
Act permits the limitation or elimination of liability. In addition, to the full
extent, if any, that the Virginia Stock Corporation Act, as it exists on the
date hereof or may hereafter be amended, permits the limitation or elimination
of the liability of directors, a director of the Corporation shall not be liable
to the Corporation or its stockholders in any amount whatsoever for monetary
damages arising out of a single transaction, occurrence or course of conduct.
E. The Corporation may purchase and maintain insurance to indemnify it
against the whole or any portion of the liability assumed by it in accordance
with this Article and may also procure insurance, in such amounts as the Board
of Directors may determine, on behalf of any person who is or was a director,
officer, employee or agent of
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the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, against any liability
asserted against or incurred by such person in any such capacity or arising from
his status as such, whether or not the Corporation would have power to indemnify
him against such liability under the provisions of this Article.
F. The provisions of this Article shall be applicable to all actions,
claims, suits or proceedings commenced after the adoption hereof, whether
arising from any action taken or failure to act before or after such adoption.
No amendment, modification or repeal of this Article shall diminish the rights
provided hereby or diminish the right to indemnification with respect to any
claim, issue or matter in any then pending or subsequent proceeding that is
based in any material respect on any alleged action or failure to act prior to
such amendment, modification or repeal.
G. Except to the extent inconsistent with this Article, terms used
herein shall have the same meanings assigned them in the Indemnification Article
of the Virginia Stock Corporation Act, as now in effect or hereafter amended.
Without limitation, it is expressly understood that reference herein to
Directors, Officers, employees or agents shall include former Directors,
Officers, employees and agents and their respective heirs, executors and
administrators.
INCORPORATOR /s/ Douglas W. Densmore
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Douglas W. Densmore
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