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Exhibit 3.07
ARTICLES OF INCORPORATION
OF
KOTA MICROCIRCUITS, INC.
The undersigned, who, if a natural person, is eighteen years of age or
older, hereby establishes a corporation pursuant to the Colorado Business
Corporation Act as amended and adopts the following Articles of Incorporation:
FIRST: The name of the corporation is KOTA MICROCIRCUITS, INC.
SECOND: The corporation shall have and may exercise all of the rights,
powers and privileges now or hereafter conferred upon corporations organized
under the laws of Colorado. In addition, the corporation may do everything
necessary, suitable or proper for the accomplishment of any of its corporate
purposes. The corporation may conduct part or all of its business in any part of
Colorado, the United States or the world and may hold, purchase, mortgage, lease
and convey real and personal property in any of such places.
THIRD: a.) The aggregate number of shares which the corporation shall
have authority to issue is 10,000,000 shares of capital stock, consisting of
5,000,000 shares of common and 5,000,000 shares of preferred stock. The shares
of common and preferred stock shall have unlimited voting rights and shall
constitute the sole voting group of the corporation, except to the extent any
additional voting group or groups may hereafter be established in accordance
with the Colorado Business Corporation Act. The shares of common and preferred
stock shall also be entitled to receive the net assets of the corporation upon
dissolution. The rights and preferences of the preferred stock shall be as
designated in an amendment to these Articles of Incorporation that shall be
filed prior to the issuance of any preferred shares.
(b) Each shareholder of record shall have one vote for each share of
stock standing in his name on the books of the corporation and entitled to vote.
Cumulative voting shall not be permitted in the election of directors or
otherwise.
(c) Unless otherwise ordered by a court of competent jurisdiction, at
all meetings of shareholders one-third of the shares of a voting group entitled
to vote at such meeting, represented in person or by proxy, shall constitute a
quorum of that voting group.
FOURTH: The number of directors of the corporation shall be fixed by
the bylaws, or if the bylaws fall to fix such a number, then by resolution
adopted from time to time by the board of directors. Five (5) directors shall
constitute the initial board of directors. The following persons are elected to
serve as the corporation's initial directors until the first annual meeting of
shareholders or until their successors are duty elected and qualified:
Name Address
---- -------
Gary D. Ross 4800 Wheaton Drive
Fort Collins, CO 80525
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Joseph C. Zimlich 3617 Terry Ridge Road
Fort Collins, CO 80525
FIFTH: The street address of the initial registered Office Of the
corporation is 4800 Wheaton Drive, Fort Collins, Colorado 80525, and the name of
the initial registered agent of the corporation at such address is Gary D. Ross.
SIXTH: The address of the initial principal office of the corporation
is 4900 Wheaton Drive, Fort Collins, Colorado 80525.
SEVENTH: The following provisions are inserted for the management of
the business and for the conduct of the affairs of the corporation, and the same
are in furtherance of and not in limitation or exclusion if the powers conferred
by law:
(a) Indemnification.. The corporation shall indemnify, to the maximum
extent permitted by law, any person who is or was a director; officer, agent,
fiduciary or employee of the corporation against any claim, liability or expense
arising against or incurred by such person made party to a proceeding because he
is or was serving another entity as a director, officer, partner, trustee,
employee, fiduciary or agent at the corporation's request. The corporation shall
further have the authority to the maximum extent permitted by law to purchase
and maintain insurance providing such indemnification.
(b) Limitation on Director's Liability. No director of this corporation
shall have any personal liability for monetary damages to the corporation or its
shareholders for breach of his fiduciary duty as a director, except that this
provision shall not eliminate or limit, the personal liability of a director to
the corporation or its shareholders for monetary damages for (i) any breach of
the director's duty or loyalty to the corporation or its shareholders; (ii) acts
or omissions not in good faith or which involve intentional misconduct or a.
knowing violation of law; (iii) voting for or assenting to a distribution in
violation of Colorado Revised Statutes Section 7-106-401 or the articles or
incorporation if it is established that the director did not perform his duties
in compliance with Colorado Revised Statutes Section 7-108-401, provided that
the personal liability of a director in this circumstance shall be limited to
the amount of the distribution which exceeds what could have been distributed
without violation of Colorado Revised Statutes Section 7-108-401 or the articles
of incorporation; or (iv) any transaction from which the director directly or
indirectly derives an improper personal benefit. Nothing contained herein will
be construed to deprive any director of his right to all defenses ordinarily
available to a director nor will anything herein be construed to deprive any
director of any right he may have for contribution from any other director or
other person.
(c) Negation of Equitable Interests in Shares or Rights. Unless a
person is recognized as a shareholder through procedures established by the
corporation pursuant to Colorado Revised Statutes Section 7-107-204 or any
similar law, the corporation shall be entitled to treat the registered holder of
any shares of the corporation as the owner thereof for all purposes permitted by
the Colorado Business Corporation Act, including without limitation all rights
deriving from such shares, and the corporation shall not be bound to recognize
any equitable or other claim to, or interest in, such shares or rights deriving
From such shares on the part of any other person including without limitation, a
purchaser, assignee or transferee of such shares, unless and until such other
person becomes the registered. holder of such shares or is recognized as such,
whether or not the corporation shall have either actual or constructive notice
of the claimed interest of such other person. By way of example and not of
limitation, until such other person has become the registered holder of such
shares or is recognized pursuant to Colorado
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Revised Statutes Section 7-107-204 or any similar applicable law, he shall not
be entitled. (i) to receive notice of the meetings of the shareholders; (ii) to
vote at such meetings; (iii) to examine a list of the shareholders; (iv) to be
paid dividends or other distributions payable to shareholders; or (v) to own,
enjoy and exercise any beneficial shareholder, as defined in Colorado Revised
Statutes, Section 7-113-10 1 (1), of any right he may have pursuant to Article I
13 of the Colorado Business Corporation Act or any subsequent law.
EIGHTH: The board of directors of the corporation is expressly
authorized to make, alter or repeal bylaws of the corporation.
NINTH: The name and address of the incorporator is:
David E. Dwyer
215 West Oak Street, Tenth Floor
Fort Collins, Colorado 80521
DATED the 18th day of May, 1998.
/s/ David E. Dwyer
Gary D. Ross hereby consents to his appointment as the initial
registered agent for the corporation organized pursuant to these Articles of
Incorporation
/s/ Gary D. Ross