Exhibit (3)(i)
ARTICLES OF INCORPORATION
OF
RELM Wireless Corporation
I, the person hereinafter named as incorporator, for the purpose of
associating to establish a corporation, under the provisions and subject to the
requirements of Title 7, Chapter 78 of Nevada Revised Statutes, and the acts
amendatory thereof, and hereinafter sometimes referred to as the General
Corporation Law of the State of Nevada, do hereby adopt and make the following
Articles of Incorporation:
FIRST: The name of the corporation (hereinafter called the corporation) is
RELM Wireless Corporation
SECOND: The name of the corporation's resident agent in the State of Nevada
is CSC Services of Nevada, Inc., and the street address of the said resident
agent where process may be served on the corporation is 502 East John Street,
Carson City, Nevada 89706. The mailing address and the street address of the
said resident agent are identical.
THIRD: The corporation is incorporated under the General Corporate Law of
the State of Nevada and shall have the unlimited power to engage in and to do
any lawful act concerning any or all lawful business for which corporations may
be formed under the General Corporate Law of the State of Nevada.
FOURTH: The corporation shall have perpetual existence.
FIFTH: The aggregate number of shares which the corporation shall have
authority to issue is 10,000,000 shares of common stock, par value $0.60 per
share and 20,000 shares of preferred stock, par value $1.00 per share.
No holder of any of the shares of any class of the corporation shall be
entitled as of right to subscribe for, purchase, or otherwise acquire any shares
of any class of the corporation which the corporation proposes to issue or any
rights or options which the corporation proposes to grant for the purchase of
shares of any class of the corporation or for the purchase of any shares, bonds,
securities, or obligations of the corporation which are convertible into or
exchangeable for, or which carry any rights, to subscribe for, purchase, or
otherwise acquire shares of any class of the corporation; and any and all of
such rights and options may be granted by the Board of Directors to such
persons, firms, corporations, and associations, and for such lawful
consideration, and on such terms, as the Board of Directors in its discretion
may determine, without first offering the same, or any thereof, to any said
holder.
SIXTH: The governing board of the corporation shall be styled as a "Board
of Directors", and any member of said Board shall be styled as a "Director."
The number of members constituting the first Board of Directors of the
corporation is seven (7); and the name and the post office box or street
address, either residence or business, of each of said members are as follows:
NAME ADDRESS
- ---- -------
Donald F.U. Goebert 1170 Harmony Hill Road
Downingtown, PA 19382
Buck Scott 408 McClenaghan Mill Road
Wynnewood, PA 19096
Robert L. MacDonald 441 Iven Avenue
Wayne, PA 19087
Ralph R. Whitney, Jr. 3441 Highway 34
Wheatland, WY 82201
James C. Gale 315 West 106th Street, Apt. 4A
New York, NY 10025
Joel A. Schleicher 140 Knightsbridge
Watchung, NJ 07060
George N. Benjamin III 8260 West 116th Street
Overland Park, Kansas 66210
SEVENTH: The name and the post office box or street address, either
residence or business, of the incorporator signing these Articles of
Incorporation are as follows:
NAME ADDRESS
- ---- -------
Robert N. Blackford 2 South Orange Avenue
Orlando, FL 32801
EIGHTH: The personal liability of the directors of the corporation is
hereby eliminated to the fullest extent permitted by the General Corporation Law
of the State of Nevada, as the same may be amended and supplemented.
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NINTH: The corporation shall, to the fullest extent permitted by the
General Corporation Law of the State of Nevada, as the same may be amended and
supplemented, indemnify any and all persons whom it shall have power to
indemnify under said Law from and against any and all of the expenses,
liabilities, or other matters referred to in or covered by said Law, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any Bylaw, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee, or agent and shall inure to the benefit of the heirs,
executors, and administrators of such a person.
TENTH: The corporation reserves the right to amend, alter, change, or
repeal any provision contained in these Articles of Incorporation in the manner
now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
IN WITNESS WHEREOF, I do hereby execute these Articles of Incorporation on
October 23, 1997.
INCORPORATOR
/s/ Robert N. Blackford
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Robert N. Blackford
STATE OF FLORIDA )
) SS.:
COUNTY OF ORANGE )
On this 23d day of October, 1997, personally appeared before me, a Notary
Public in and for the State and County aforesaid, Robert N. Blackford, known to
me to be the person described in and who executed the foregoing Articles of
Incorporation, and who acknowledged to me that he executed the same freely and
voluntarily and for the uses and purposes therein mentioned.
Witness my hand and official seal the day and year first above written.
/s/ Patricia Copley
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Notary Public
(Notarial Seal) Print Name Patricia Copley
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