ARTICLES OF INCORPORATION
OF
BURKE RUBBER COMPANY, INC.
KNOW ALL MEN BY THESE PRESENTS:
THAT WE, the undersigned, have this day voluntarily associated
ourselves together for the purpose of forming a corporation under the laws
of the State of California.
AND WE HEREBY CERTIFY:
ONE: That the name of this Corporation is:
BURKE RUBBER COMPANY, INC.
TWO: The purposes for which this corporation is formed are:
(a) The specific business in which the corporation intends
primarily to engage is that of the manufacture and sale at wholesale and retail
of rubber and plastic products of all kinds.
(b) To own, operate, maintain, manage, equip, improve, repair,
alter, and otherwise deal with, use and enjoy, to invent, design, develop,
assemble, build, construct, fabricate, manufacture, buy, import, lease as lessee
and otherwise acquire, to mortgage, deed in trust, pledge and otherwise
encumber, and to sell, export, lease as lessor and otherwise dispose of goods,
wares, merchandise and personal property of every sort, nature and description;
to purchase, acquire, own, hold, lease, either as lessor or lessee,
sell, exchange, subdivide, mortgage, deed in trust, plant, improve, cultivate,
develop, construct, maintain, equip, operate and generally deal in any and all
lands, improved and unimproved, dwelling houses, apartment houses, hotels,
boarding houses, business blocks, office buildings, garages, stations,
warehouses, manufacturing works and plants and other buildings of any kind or
description, real, personal and mixed, wheresoever situated, including water and
water rights.
(c) To acquire, by purchase or otherwise the goodwill,
business, property rights, franchises and assets of every kind, with or
without undertaking either wholly or in part the liabilities of any person,
firm, association or corporation, and to acquire any business as a going
concern or otherwise (1) by purchase of the assets thereof wholly or in part,
(2) by acquisition of the shares or any part thereof, or (3) in any other
manner, and to pay for the same in cash or in the shares or bonds or other
evidences of indebtedness of this corporation, or otherwise to hold,
maintain, and operate, or in any manner dispose of, the whole or any part of
the goodwill, business, rights and property so acquired, and to conduct in
any lawful manner the whole or any part of any business so acquired, and to
exercise all the powers necessary or convenient in and about the management
of such business.
(d) To buy, contract for, lease, and in any and all other
ways acquire, take, hold and own, and to sell, mortgage, pledge, deed in
trust, lease and otherwise dispose of patents, licenses and processes or
rights thereunder, and franchise rights, governmental,
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state, territorial, county and municipal grants and concessions of every
character of which this corporation may deem advantageous in the prosecution of
its business, or in the maintenance, operation, development or extension of its
properties.
(e) To enter into, make, perform and carry out contracts of every kind
for any lawful purpose without limit to amount, with any person, firm,
association or corporation, municipality, county, parish, state, territory,
government or other municipal or governmental subdivision.
(f) From time to time to apply for, acquire by assignment, purchase,
transfer or otherwise, exercise, carry out and enjoy any benefit, rights,
privilege, prerogative or power conferred by, acquired under or granted by any
statute, ordinance, order, license, power, authority, franchise, commission,
right or privilege which any government or authority or governmental agency or
corporation or other public body may be empowered to enact, make or grant; to
pay for, aid in, and contribute toward carrying the same into effect and to
appropriate any of this corporation's shares, and/or assets to defray the costs,
charges and expenses thereof.
(g) To borrow money, to issue bonds, notes, debentures or other
obligations of this corporation from time to time for any of the objects or
purposes of this corporation, and to secure the same by mortgage, pledge, deed
of trust or otherwise, or to issue the same unsecured.
(h) To lend money; to purchase, acquire, own, hold,
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guarantee, sell, assign, transfer, mortgage, pledge or otherwise dispose of and
deal in shares, bonds, notes, debentures, or other securities or evidences of
indebtedness of any other person, corporation or association, whether domestic
or foreign, and whether now or hereafter organized or existing; and while the
holder thereof to exercise all the rights, powers and privileges of ownership
including the right to vote thereon, to the same extent as a natural person
might or could do.
(i) To promote or to aid in any manner, financially or otherwise, any
person, corporation, or association of which any shares, bonds, notes,
debentures or other securities or evidences of indebtedness are held directly or
indirectly by this corporation; and for this purpose to guarantee the contracts,
dividends, shares, bonds, debentures, notes and other obligations of such
persons, corporations or associations; and to do any other acts or things
designed to protect, preserve, improve or enhance the value of such shares,
bonds, notes, debentures or other securities or evidences of indebtedness.
(j) To carry on any business whatsoever which this corporation may
deem proper or convenient in connection with any of the foregoing purposes or
otherwise or which may be calculated directly or indirectly to promote the
interests of this corporation or to enhance the value of its property or
business; to conduct its business in this state, or other states, in the
District of Columbia, in the territories and colonies of the United States,
or in foreign countries, and to hold, purchase, mortgage and convey real and
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personal property, either in or out of the State of California, and to exercise
all the powers conferred by the Laws of California upon corporations formed
under the laws pursuant to and under which this corporation is formed as such
laws are now in effect or may at any time hereafter be amended.
(k) To carry out all or any part of the foregoing objects and purposes
as principal, agent, contractor or otherwise, either alone or in conjunction
with any person, firm, association or other corporation, and in any part of the
world and in carrying on its business and for the purpose of attaining or
furthering any of its objects or purposes, to make and perform such contracts of
any kind and description, to do such acts and things, and to exercise any and
all such powers, as a natural person could lawfully make, perform, do or
exercise, provided that the same be not inconsistent with the laws of the State
of California.
(l) To do each and every thing necessary, suitable or proper for the
accomplishment of any of the purposes or the attainment of any one or more of
the objects herein enumerated, or which shall at any time appear proper and
conducive for the protection or benefit of this corporation.
The foregoing statement of purposes shall he construed as a statement
of both purposes and powers and the purposes and the powers stated in each
clause shall in no way be limited or restricted by reference to or inference
from the terms or provisions of any other clause.
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THREE: The County in the State of California where the principal
office for the transaction of the business of this corporation is to be
located is Santa Clara County.
FOUR: This corporation is authorized to issue only one class of
shares of stock, the total number of such shares is seven thousand five
hundred (7,500), each of such shares of stock is to have a par value of Ten
Dollars ($10.00), and the aggregate par value of all shares having a par
value is Seventy-Five Thousand Dollars ($75,000.00).
FIVE: (a) The number of the directors of this corporation shall be
four (4).
(b) The names and addresses of the persons who are appointed
to act as the first directors of this corporation are:
NAME ADDRESS
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HALSEY C. BURKE, 2250 So. 10th Street, San Jose, Calif.
NORMAN R. BURKE, 2250 So. 10th Street, San Jose, Calif.
D.W. KUTNEWSKY, 2250 So. 10th Street, San Jose, Calif.
VIRGIL C. PRICE, 2250 So. 10th Street, San Jose, Calif.
IN WITNESS WHEREOF, for the purpose of forming this corporation under
the laws of the State of California, we, the undersigned, constituting the
incorporators of this corporation, including the persons named hereinabove as
the first directors of this corporation, have executed these Articles of
incorporation on SEP. 10, 1971.
/s/ Halsey C. Burke /s/ Norman R. Burke
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Halsey C. Burke Norman R. Burke
/s/ D.W. Kutnewsky /s/ Virgil C. Price
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D.W. Kutnewsky Virgil C. Price
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STATE OF CALIFORNIA )
) ss:
COUNTY OF SANTA CLARA )
On SEP. 10, 1971, before me the undersigned, a Notary Public in
and for said County and State, residing therein, duly commissioned and sworn,
personally appeared HALSEY C. BURKE, NORMAN R. BURKE, D.W. KUTNEWSKY and
VIRGIL C. PRICE, known to me to he the persons whose names are subscribed to
the foregoing ARTICLES OF INCORPORATION, and acknowledged to me that they
executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal on the day and year first above written.
/s/ Stephen H. Pray
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STEPHEN H. PRAY
Notary Public in and for said County
And State
[SEAL]
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