Exhibit 3.4
ARTICLE OF INCORPRATION
OF
BLUE MOUNTAIN TRUCKING CORPORATION
We, the undersigned natural persons of the age of twenty-one (21)
years, or more, acting as Incorporators of the corporation under the Mississippi
Business Corporation Act, adopt the following Articles of Incorporation for such
corporation.
1. The Corporate Title of this Company is: BLUE MOUNTAIN TRUCKING
CORPORATION.
2. The names and post office address of the Incorporators, all being the
age of twenty-one (21) years, are:
(a) James Michael Long
General Delivery
Blue Mountain, Mississippi
38610
(b) Charles E. Carr
102 Robbins Drive
New Albany, Mississippi
38652
3. The registered offices of the corporation will be at Highway #15 North,
Blue Mountain, Mississippi 38610, and the registered agent for process at said
address is James Michael Long.
4. The number of Directors constituting the Initial Board of Directors is
Three (3) and the names and post office addresses of the persons who are to
serve as Directors until the first annual meeting of Shareholders or until their
successors be elected and qualified.
(a) James Michael Long
General Delivery
Blue Mountain, Mississippi
38610
(b) Charles E. Carr
102 Robbins Drive
New Albany, Mississippi
38652
(c) Hugh W. McLarty
221 Shady Lane Drive
New Albany, Mississippi
38652
5. The aggregate number of shares of which the corporation will have
authority to issue is:
Twenty-Five Thousand (25,000) shares of the par value of One ($1.00)
Dollar per share.
6. The sale price of the capital stock is One ($1.00) per share,
and authority is granted to the Board of Directors to fix or change such sale
price. In no event shall the shares of this corporation be sold for less than
One ($1.00) Dollar per share.
7. The period of existence shall be for ninety-nine (99) years.
8. The purposes for which the corporation is created are:
(A) To engage in the leasing of all type commercial trucks and
trailers to individuals, partnerships or corporations, and conducting other
activities necessary and customary in connection with the overall operation of
the aforesaid business, as the officers of the corporation see fit so long as it
is not in violation of the laws of the State of Mississippi.
(B) To buy, acquire, hold, own, sell, pledge, apothecate and/or
mortgage any and all property, real or personal, stocks, securities, bonds
warrants and rights of every kind and nature as shall from time to time be
deemed desirable and advisable.
(C) To apply for, obtain, register, purchase, or otherwise hold, own,
use, develop, operate and introduce and to sell, assign, grant license or
territorial rights in respect to or otherwise grant franchise or buy same in
connection with the type operation.
(D) To acquire, own, purchase, exchange, rent, lease, mortgage, sell
and otherwise dispose of real estate of every kind, and character, improved and
unimproved and any right of interest therein.
(E) To do business on credit as well as for cash; to lend money, to
borrow money, to acquire, own, and purchase accounts, notes, deeds in trust,
mortgages, evidences of debt and any and all kinds of security, real and
personal, for any money and debts due to any other person, firm, association or
corporation and to collect accounts, notes, deeds
in trust, mortgages and evidences of debt for any money and debts due to any
other person, firm, association, partnership or corporation, to take notes,
deeds in trust, mortgages, evidence of debts and any and all kinds of security,
real and personal, for money and debts due to the corporation and to mortgage,
pledge, sell, transfer, assign and otherwise dispose of its personal property.
(F) To own, acquire, purchase, rent, lease, construct, establish,
operate and maintain any and all offices, buildings, improvements, plants,
factories, structures, mills and yards, necessary for the business interest of
and the possible production of retail items for the aforementioned outlets. For
any other enterprise necessary, or otherwise desirable in the operation,
business or conduct of the corporation not in violation of the Laws of the State
of Mississippi, though not hereinabove specifically provided for herein.
9. The number of shares of stock to be subscribed and paid for before the
corporation shall commence business is One Thousand ($1,000.00) Dollars.
10. This corporation reserves the right to amend, alter, change, or repeal
any provision contained in these Articles of Incorporation in the manner now or
hereinafter prescribed by statute, and all rights conferred upon Stockholders
herein are granted subject to this reservation.
11. Provisions granting to Shareholders the pre-emptive right to acquire
additional or treasury shares of the corporation.
The Shareholder of record immediately following the initial issue of
stock on organization shall have pre-emptive rights to acquire from
the corporation any treasury stock reissued any subsequent stock
issue whether previously of subsequently authorized in the same
proportion which their initial ownership of stock bears to the total
number of shares initially issued which right shall expire thirty
(30) days after Shareholder received written notice of the
availability of aforesaid stock.
12. Provisions for the regulation of the internal affairs of the
corporation, including provisions restricting the transfer of shares, and any
provisions which under the Act is required or permitted to be set forth in the
By-Laws.
Each share of stock issued by this corporation and the Certificate
evidencing said share, shall be subject to the condition and
agreement on the part of the owner or holder thereof, and that no
such share or certificate may be transferred, whether by inter vivos
gift, donation, by will, operation of law, or otherwise without the
owner or holder thereof first offering this corporation the option
to purchase such stock at such price and on the same terms and
conditions as such owner has been offered in good faith by any other
bona fide purchaser, and, before a transfer may be made the said
owner or holder shall notify the Secretary-Treasurer of this
corporation in writing of the number of shares to be transferred,
the certificates involved, the price offered therefore, name and
post office address of prospective purchaser, and evidence
supporting the validity of the offer to purchase. This corporation
shall have the option to purchase such shares at the same price and
upon the same terms and conditions or at the same price for cash,
offered to the owner or holder for a period of thirty (30) days from
the date of actual receipt of the said written notice by the
Secretary-Treasurer of this corporation.
13. We, the undersigned, for the purpose of forming this corporation under
the Laws of the State of Mississippi, do make, file and record this Charter of
Incorporation and do certify that the facts herein stated are true and we
accordingly herein have set our hand and seals.
Dated at Booneville, Mississippi, on this the 30th day of November, 1978.
/s/James Michael Long
---------------------------------
JAMES MICHAEL LONG - INCORPORATOR
/s/Charles E. Carr
---------------------------------
CHARLES E. CARR - INCORPORATOR
STATE OF MISSISSIPPI
COUNTY OF PRENTISS
Personally appeared before me, the undersigned authority in and for the
aforesaid State and County, the within named JAMES MICHAEL LONG, and CHARLES E.
CARR, Incorporators, each of whom acknowledged that they executed and delivered
the foregoing Charter of Incorporation of BLUE MOUNTAIN TRUCKING CORPORATION, on
the day and year therein written.
Given under my hand and official seal of office this the 30th day of
November, 1978.
/s/Janice Sims
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NOTARY PUBLIC
FILED
JUNE 20 1980
Edwin Lloyd
SECRETARY
OF STATE
ARTICLES OF AMENDMENT
OF
BLUE MOUNTAIN TRUCKING CORPORATION
1. The Corporate title of this company is BLUE MOUNTAIN TRUCKING
CORPORATION.
2. The Amendment adopted by the Board of Directors and passed by the
Shareholders is as follows:
That the twelfth paragraph of the Articles of Incorporation which
restricts the stock of the corporation be deleted.
3. That the Shareholders adopted said amendment on January 23, 1980.
4. We, the undersigned, for the purpose of amending this corporation under
the laws of the State of Mississippi do make and file and record this Article of
Amendment and do certify that the facts herein stated are true and we
accordingly herein have set our respective hands and seals.
Dated at Booneville, Mississippi this the 24th day of June, 1980.
/s/ Hugh McLarty
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HUGH McLARTY - PRESIDENT OF BLUE MOUNTAIN
TRUCKING CORPORATION
/s/ Charles E. Carr
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CHARLES E. CARR - SECRETARY OF BLUE
MOUNTAIN TRUCKING CORPORATION
STATE OF MISSISSIPPI
COUNTY OF PRENTISS
Personally appeared before me, the undersigned authority in and for the
aforesaid State and County, the within named HUGH McLARTY and CHARLES E. CARR,
each of whom acknowledged that they executed and delivered the foregoing
Articles of Amendment of BLUE MOUNTAIN TRUCKING CORPORATION on the day and year
therein mentioned.
Given under my had and seal of office this the 10th day of June, 1980.
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NOTARY PUBLIC
My Commission Expires 1981
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