EXHIBIT 3.89
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ARTICLES OF INCORPORATION
OF
WESTERN INDUSTRIAL CORPORATION
KNOW ALL MEN BY THESE PRESENTS: That we, the undersigned, Sydney Hoff-Hay,
Marcia L. Nave, Daniel Hay and Bruce W. Nave, all residents of Maricopa County,
Arizona, of legal age, come now for the purpose of forming a corporation under
the laws of the State of Arizona, and in pursuance thereof do hereby sign and
deliver in triplicate to the Secretary of State of Arizona the following
Articles of Incorporation, and do state as follows:
ARTICLE I
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The name of the corporation shall be Western Industrial Resources
Corporation.
ARTICLE II
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The period of duration of the corporation shall be perpetual.
ARTICLE III
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The purposes for which the corporation is organized are:
1. To perform management, maintenance and construction services to
industrial, commercial and manufacturing facilities.
2. To engage in the construction of residential, commercial and
industrial facilities.
3. To perform specialty welding and fabrication services.
4. To generally deal in the marketing of personal property.
5. To access and utilize programs to assist minorities and women in
business.
6. To buy, sell, and generally deal in notes, stocks and/or securities of
individuals and other corporations and contracts.
7. To borrow money and to issue notes, bonds, preferred stock offerings
and other forms of obligations and to mortgage, pledge and hypothecate
all or any part of the assets of the company, real or personal, as
security for the payment thereof.
8. To borrow money from the United States, or any agency or subdivision
thereof, or any financial institution.
9. To loan money, with or without security therefor.
10. To sell, lease, exchange or otherwise dispose of all or any part of
the assets and property of the company, or merge or consolidate the
same with other corporations, upon such terms and conditions as may be
for the best interests of the corporation, as determined by the Board
of Directors and upon compliance with the laws in respect thereto.
11. To have and exercise, and enjoy all the other rights and privileges
and powers now or hereafter granted to corporations under the laws of
the State of Arizona and all other powers incident to the foregoing
general purposes in their fullest and broadest sense.
12. To seek and gain certification from City, County, State and Federal
Agencies as a Minority and Woman Owned Business, exercising all of the
privileges and support programs intended for this type of
organization.
ARTICLE IV
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The corporation shall issue capital common stock of 100,000 shares.
ARTICLE V
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The principal place of business and registered office and street address of
the corporation shall be 5508 E. Sandra Terrace, Scottsdale, Arizona 85254.
ARTICLE VI
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The Board of Directors of the corporation shall consist of not less than
four nor more than 7 members, as may be determined by the stockholders from time
to time. The first Board of Directors who shall serve until after December 31,
1997 or until their successors have been duly elected and qualified, shall be:
SYDNEY HOFF-HAY 5508 E. Sandra Terrace
Scottsdale, Arizona 85254
MARCIA L. NAVE 2236 North Rico Circle
Mesa, Arizona 85213
DANIEL HAY 5508 E. Sandra Terrace
Scottsdale, Arizona 85254
BRUCE W. NAVE 2236 North Rico Circle
Mesa, Arizona 85213
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ARTICLE VII
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The statutory agent for the corporation shall be Ms. Sydney Hoff-Hay, who
resides at 5508 E. Sandra Terrace, Scottsdale, Arizona 85254.
ARTICLE VIII
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The individual members of the Board of Directors shall have no liability to
the corporation or its shareholders for monetary damages for any action taken or
any failure to take any action as a Director, as limited and provided for in
A.R.S. (S) 10-202.
The corporation may, by majority vote of the Board of Directors indemnify
any person who incurs expenses by reason of the fact he or she is or was an
officer, director, employee, or agent of the corporation. The private property
of the stockholders, officers and directors of this corporation shall be forever
exempt from all corporate debts of any kind whatsoever.
ARTICLE IX
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The name and address of the incorporators of this corporation, and the
number of shares of common stock subscribed by them is as follows:
DANIEL HAY 5508 E. Sandra Terrace 25,000 Shares
Scottsdale, Arizona 85254
SYDNEY HOFF-HAY 5508 E. Sandra Terrace 26,000 Shares
Scottsdale, Arizona 85254
BRUCE W. NAVE 2236 North Rico Circle 24,000 Shares
Mesa, Arizona 85213
MARCIA L. NAVE 2236 North Rico Circle 25,000 Shares
Mesa, Arizona 85213
IN WITNESS WHEREOF, We have hereunto set our hands and seals this 1st day
of November, 1996 in Phoenix, Arizona.
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Sydney Hoff-Hay Marcia L. Nave
- --------------------------------- --------------------------------
Daniel Hay Bruce W. Nave
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STATE OF ARIZONA )
ss.
County of Maricopa )
On this the ____ day of _________, 1996, before me personally appeared
SYDNEY HOFF-HAY, DANIEL HAY, MARCIA L. NAVE and BRUCE W. NAVE, to me known to be
the individuals described in and who executed the foregoing instrument, and
acknowledged to me that they signed and sealed the said instrument as their free
and voluntary act and deed for the uses and purposes therein mentioned.
WITNESS my hand and official seal hereto affixed this day and year in this
certificate above written.
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NOTARY PUBLIC in and for said county
and state and residing at ___________
___________________________.
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