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EXHIBIT 3.5
SECRETARY OF STATE
STATE OF MONTANA
CERTIFICATE OF INCORPORATION
I, JIM WALTERMIRE, Secretary of State of the State of Montana, do hereby
certify that the Articles of Incorporation for the incorporation of GREAT
NORTHERN EQUIPMENT, INC., a Montana profit corporation, duly executed pursuant
to the provisions of Section 35-1-203, Montana Code Annotated, have been
received in my office and conform to law.
NOW, THEREFORE, I, JIM WALTERMIRE, as such Secretary of State, by virtue of
the authority vested in me by law, hereby issue this Certificate of
Incorporation to GREAT NORTHERN EQUIPMENT, INC., a Montana profit corporation,
and attach hereto a copy of the Articles of Incorporation.
IN WITNESS WHEREOF, I have hereunto
set my hand and affixed the Great Seal
of the State of Montana, at Helena, the
Capital, this July 10, A.D. 1987.
/s/ Jim Waltermire
(GREAT SEAL) JIM WALTERMIRE
Secretary of State
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[SEAL]
ARTICLES OF INCORPORATION
OF
GREAT NORTHERN EQUIPMENT, INC.
WE, the undersigned natural persons, being of sound mind and over the
age of eighteen (18) years, acting as incorporators of a corporation under the
Montana Business Corporation Act, hereby adopt the following Articles of
Incorporation for said corporation:
FIRST
The name of the corporation is:
GREAT NORTHERN EQUIPMENT, INC.
SECOND
The period of its duration is perpetual.
THIRD
The purposes for which this corporation is organized are as follows:
a) To own, hold, rent, control, lease, operate,
conduct and engage in the equipment rental,
lease, sales, and service business.
b) To purchase or otherwise acquire, hold, own,
mortgage, pledge, sign, transfer, manage,
rent or lease personal property and
equipment, and to deal with the same with
all the rights, powers and privileges of
ownership as may or shall be necessary in
the furtherance of the business operation of
this corporation as determined by the Board
of Directors hereof.
c) The erection and maintenance of buildings,
and the accumulation and loan of funds for
the erection and maintenance of buildings
and for the purchase of real estate related
to said business.
d) The authorized corporation purposes
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shall include any lawful business purposes
which a corporation organized under the
Montana Business Corporation Act may be
permitted to undertake whether in this state
or any other state in which the corporation
is authorized to transact business.
e) The corporation shall have all general
powers possessed by a corporation under the
Montana Business Corporation Act.
FOURTH
The aggregate number of shares which the corporation shall have the
authority to issue shall be FIFTY THOUSAND (50,000) shares with NO PAR value.
There shall be only one class of stock, which shall be dominated as common
stock. That the said stock shall be nonassessable.
FIFTH
No shares of stock of this corporation, whether they are original
issues, additionally authorized but unissued, treasury shares, or otherwise,
may be sold, transferred, pledged, assigned, used for collateral or disposed
of in any other manner without the consent of all other shareholders of
record.
The shares of stock issued shall have the following language printed
clearly on each stock certificate:
Transferability of the shares represented by
this certificate is restricted by the
Articles of Incorporation. The corporation
will furnish to any shareholder of record
upon request and without charge a full
statement of the restriction.
When any stock is to be sold, the selling price per share shall be
determined by the Board of Directors.
SIXTH
The initial Bylaws shall be adopted by the Board of Directors. The
power to alter, amend or repeal the Bylaws or to adopt new Bylaws shall be
vested in the Board of Directors. The Bylaws may contain any provisions for the
regulation and management of the affairs of the corporation not inconsistent
with the Act or these Articles of Incorporation.
Any contract or other transaction between the
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corporation and one or more of its directors, or between the corporation and any
firm of which one or more of its directors are members or employees, or in which
they are interested, or between the corporation and any corporation or
association of which one or more of its directors are shareholders, members,
directors, officers or employees or in which they are interested, shall be valid
for all purposes, notwithstanding the presence of the director or directors at
the meeting of the Board of Directors of the corporation that acts upon, or in
reference to, the contract or transaction, and notwithstanding his or their
participation in the action, if the fact of such interest shall be disclosed or
known to the Board of Directors and the Board of Directors shall, nevertheless,
authorize or ratify the contract or transaction, the interested director or
directors to be counted in determining whether a quorum is present and to be
entitled to vote on such authorization or ratification. This section shall not
be construed to invalidate any contract or other transaction which would
otherwise be valid under the common and statutory law applicable to it.
SEVENTH
The address of the registered office of the corporation is:
100 Steffes Road
Billings, Montana 59101
And the name of its registered agent at such address is:
JERRY WILLIAMS.
EIGHTH
The number of directors constituting the original Board of Directors
of the corporation is three (3) and the names and addresses of those who are to
serve as such directors until the first annual meeting of shareholders or until
their successors are elected and shall qualify, are:
NAME ADDRESS
JOHN D. WILLIAMS 614 West Virginia
Lewistown, Montana 59457
ROBERT G. WILLIAMS 1029 Wiloma Drive
Billings, Montana 59105
GERALD R. WILLIAMS 4050 Pine Cove
Billings, Montana 59107