EXHIBIT 3.2
ARTICLES OF INCORPORATION
OF
MOUNTAIN EAGLE HOMES, INC.
KNOW ALL MEN BY THESE PRESENTS: That the undersigned incorporator, being
a natural person of the age of eighteen years or more, and acting as
incorporator of this corporation under the Colorado Business Corporation Act,
does hereby adopt these Articles of Incorporation:
ARTICLE I
NAME
The name of the Corporation shall be: Mountain Eagle Homes, Inc.
ARTICLE II
PRINCIPAL STREET ADDRESS
The principal street address of the Corporation shall be: 5770 South
Beech Court, Greenwood Village, Colorado 80121.
ARTICLE III
PERIOD OF DURATION
The Corporation shall exist in perpetuity, from and after the date of
filing these Articles of Incorporation with the Secretary of State of the
State of Colorado unless dissolved according to law.
ARTICLE IV
CAPITAL STOCK
1. The aggregate number of shares which this Corporation shall have
authority to issue is One Thousand (1,000) shares of no par value each, which
shares shall be designated "Common Stock."
2. Voting Rights; Cumulative Voting. Each outstanding share of Common
Stock shall be entitled to one vote and each fractional share of Common Stock
shall be entitled to a corresponding fractional vote on each matter submitted
to a vote of shareholders. A majority of the shares of Common Stock entitled
to vote, represented in person or by proxy, shall constitute a quorum at a
meeting of shareholders. Except as otherwise provided by these Articles of
Incorporation or the Colorado Corporation Code, if a quorum is present, the
affirmative vote of a majority of the shares represented at the meeting and
entitled to vote on the subject matter shall be the act of the shareholders.
When, with respect to any action to be taken by shareholders of this
Corporation, the laws of Colorado require the vote or concurrence of the
holders of two-thirds of the outstanding shares, of the shares entitled to
vote thereon, or of any class or series, such action may be taken by the vote
or concurrence of a majority of such shares or class or series thereof.
Cumulative voting shall not be allowed in the election of directors of this
Corporation.
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ARTICLE V
INDEMNIFICATION
The Corporation may indemnify any director, officer, employee, fiduciary,
or agent of the Corporation to the full extent permitted by the Colorado
Business Corporation Act as in effect at the time of the conduct by such
person.
ARTICLE VI
AMENDMENTS
The Corporation reserves the right to amend its Articles of Incorporation
from time to time in accordance with the Colorado Business Corporation Act.
ARTICLE VII
ADOPTION OF BYLAWS
The initial Bylaws of the Corporation shall be adopted by its board of
directors. The Bylaws may contain any provisions for the regulation and
management of the affairs of the Corporation not inconsistent with law or
these Articles of Incorporation.
ARTICLE VIII
INITIAL BOARD OF DIRECTORS
The number of directors of the Corporation shall be fixed by the Bylaws
of the Corporation. The initial board of directors of the Corporation shall
consist of one (1) director. The name and address of the person who shall
serve as director until the first annual meeting of shareholders and until her
successor is elected and shall qualify is:
Timothy J. Brasel 5770 South Beech Court
Greenwood Village, Colorado 80121
ARTICLE IX
LIMITATION OF LIABILITY OF
DIRECTORS TO CORPORATION AND SHAREHOLDERS
No director shall be liable to the Corporation or any shareholder for
monetary damages for breach of fiduciary duty as a director, except for any
matter in respect of which such director (a) shall be liable under C.R.S.
Section 7-108-403 or any amendment thereto or successor provision thereto; (b)
shall have breached the director's duty of loyalty to the Corporation or its
shareholders; (c) shall have not acted in good faith or, in failing to act,
shall not have acted in good faith; (d) shall have acted or failed to act in a
manner involving intentional misconduct or a knowing violation of law; or (e)
shall have derived an improper personal benefit. Neither the amendment nor
repeal of this Article, nor the adoption of any provision in the Articles of
Incorporation inconsistent with this Article, shall eliminate or reduce the
effect of this Article in respect of any matter occurring prior to such
amendment, repeal or adoption of an inconsistent provision. This Article
shall apply to the full extent now permitted by Colorado law or as may be
permitted in the future by changes or enactments in Colorado law, including
without limitation C.R.S. Section 7-102-102 and/or C.R.S. Section 7-103-102.
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ARTICLE X
REGISTERED OFFICE AND REGISTERED AGENT
The address of the initial registered office of the Corporation is 600
17th Street, Suite 2700, Denver, Colorado 80202, and the name of the initial
registered agent at such address is Jon D. Sawyer. Further the registered
office or the registered agent may be changed in the manner permitted by law.
The undersigned consents to his appointment as registered agent of the
Corporation.
Dated: May 31, 2001 /s/ Jon D. Sawyer
Jon D. Sawyer
ARTICLE XI
INCORPORATOR
The name and address of the incorporator is Jon D. Sawyer, 600 17th
Street, Suite 2700, Denver, Colorado 80202.
/s/ Jon D. Sawyer
Dated: May 31, 2001 Jon D. Sawyer, Incorporator
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