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Exhibit 3.7
ARTICLES OF INCORPORATION
OF
CULLYSPRING WATER CO., INC.
THE UNDERSIGNED, STEFFEN HAUG, being over the age of 21 years, as
incorporator of a corporation under the Washington Business Corporation Act,
does hereby adopt in triplicate and deliver to the Secretary of State of the
State of Washington the following Articles of Incorporation:
ARTICLE I
The name of the corporation shall be CULLYSPRING WATER CO., INC., and its
existence shall be perpetual.
ARTICLE II
The purpose or purposes for which the corporation is organized are:
1. To buy, sell or trade real or personal property or any interest
therein, of whatsoever kind and description, and to buy, sell, trade, grant or
accept any evidence of debt or security devices in real or personal property.
2. To engage in the development of real estate.
3. To build and construct residential and commercial buildings,
apartments, warehouses and other structures.
4. To enter into any and all fields directly or indirectly related to the
purchase or sale of real property or structures or their development or
construction.
5. To apply for, obtain, register, purchase, lease, or otherwise acquire,
and to hold, own, use, develop, operate, and introduce, and to sell, assign,
mortgage, pledge, grant, or
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otherwise turn to account or dispose of, any copyrights, trademarks, tradenames,
brands, labels, concessions or territorial rights or licenses.
6. To have offices, conduct this business, and promote its objects within
and without the State of Washington, in other states, the District of Columbia,
the territories and colonies of the United States of America, or of any other
country or government.
7. To carry on any other business, whether transportation, manufacturing,
or otherwise, which may seem to the company capable of being conveniently
carried on in connection with its business, or calculated to directly or
indirectly enhance or render profitable any of the company's property rights,
and to lease, purchase, or otherwise acquire, and to own, sell, encumber,
transfer, or otherwise deal in real estate or personal property of any kind or
nature whatsoever, in connection with said business.
8. To enter into a partnership, or into any arrangement for sharing of
profits, union of interest, joint venture, reciprocal concession, or otherwise,
with any person or company carrying on or engaging in any business or
transaction which this corporation is authorized to carry on or engage in.
9. To acquire by purchase, exchange or otherwise, all or any part of, or
any interest in, the properties, assets, business, and goodwill of any one or
more persons, firms, associations, or corporations, now or hereafter engaged in
any business for which the corporation may now or hereafter be organized under
the Business Corporation Law of the State of Washington; to pay for the same in
cash, property, its own or other securities; to hold, operate, reorganize,
liquidate, mortgage, grant a security interest in, pledge, sell, exchange, or in
any other manner, deal in or with or dispose of the whole or any part thereof;
in connection therewith to assume or guaranty performance of any liabilities,
obligations, or contracts of such persons, firms,, -associations, or
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corporations, and to conduct in any lawful manner the whole or any part of any
business thus acquired, provided such business is of a kind herein stated.
10. To make contracts and guarantees and incur liabilities, borrow money
at such rates of interest as the corporation may determine, from any person,
firm or corporation; to issue its notes, bonds, debentures, and/or other
obligations of this corporation from time to time for any of the objects of this
corporation; and to secure the same by mortgage, pledge, trust, or by any other
lawful means.
11. To lend money for its corporate purposes, including loans to officers
and directors, and to invest and reinvest its funds and take and hold real and
personal property as security for the payment of funds so loaned or invested.
12. To borrow money of any person, firm or corporation; to issue bonds,
debentures or obligations of this corporation from time to time for any of the
objects of this corporation; and to secure the same by mortgage, pledge, trust,
or by any other lawful means.
13. To subscribe or cause to be subscribed for, and to purchase or
otherwise acquire, hold for investment, sell, assign, transfer, of the
mortgages, deeds of trust, debentures, securities, obligations, notes, or other
evidence of indebtedness of any corporation, stock company or association, now
or hereafter existing, and whether created by or under the laws of the State of
Washington or otherwise, and while owners of any stock of -the said shares of
capital stock, or bonds, or other property, to exercise all the rights, powers,
and privileges or ownership of every kind and description, including the right
to vote thereon, with power to designate some person for that purpose from time
to time to the same extent as natural persons might or could do.
14. Without limiting any of the objects and powers of the corporation, it
is hereby expressly declared and provided that the corporation shall have power
to do all things
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hereinbefore enumerated; and also to issue or exchange stocks, bonds, or other
obligations in payment for property purchased or acquired by it, or for any
other object in or about its business; to borrow money; to mortgage or pledge
its franchises, real or personal property, income or profit accruing to it, any
stocks, bonds, or other obligations, or any property which may be acquired by it
issued or incurred.
15. To such extent as a corporation organized under the Business
Corporation Law of the State of Washington may now or hereafter lawfully do, to
do each and every thing necessary, suitable, convenient, or proper for, or in
connection with, or incidental to, the accomplishment of any one or more of the
purposes or the exercise of any one or more of the powers herein enumerated, or
designed directly or indirectly to promote the interests of the corporation or
to enhance the value of its properties; and in general to do any and all things
and exercise any and all powers, for which the corporation may now or here-after
be organized under the Business Corporation Law of the State of Washington, or
under any act, amendatory thereof, supplemental thereto, or substituted
therefor.
ARTICLE III
The registered agent of this corporation, shall be GARY M. ABOLOFIA,
Attorney at Law. The address of the initial registered office of the corporation
is 17130 Avondale Way N.E., Suite 114, Redmond, Washington, 98052.
ARTICLE IV
The authorized capital of this corporation shall be $50,000 and the
corporation shall issue therefor 50,000 shares of common stock of a par value of
$1.00 each. The corporation shall commence Business with the issuance of 500
shares.
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ARTICLE V
The Board of Directors for the corporation shall be authorized to adopt
and implement a plan for the issuance of "Section 1244" stock as such term is
defined in Section 1244 of the Internal Revenue Code of the United States of
America.
ARTICLE VI
This corporation shall not commence business until at least $500 has been
received by it as consideration for the issuance of its shares.
ARTICLE VII
The owners of shares of stock of this corporation shall not be entitled to
preemptive rights to subscribe for or purchase any part of new or additional
issues of stock or securities, convertible into stock of any class whatsoever,
whether issued for cash, property, services, by way of dividends, or otherwise.
ARTICLE VIII
Each shareholder entitled to vote in any election of directors shall have
the right to vote, in person or by proxy, the number of shares owned by him for
as many persons as there are directors to be elected, and for whose election he
has the right to vote. And no shareholder shall be entitled to accumulate his
votes.
ARTICLE IX
Section 1. The Board of Directors shall have full power to adopt, alter,
amend,. or repeal the Bylaws or adopt new Bylaws. Nothing herein shall deny the
concurrent power of the shareholders to adopt, alter, amend or appeal the
Bylaws.
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Section 2. This corporation reserves the right to amend, alter, change or
repeal any of the provisions contained in these Articles of Incorporation now or
hereafter prescribed or permitted by statute. All rights of shareholders of this
corporation are granted subject to this reservation.
Section 3. This corporation may enter into contracts and otherwise
transact business as vendor, purchaser, or otherwise, with its directors,
officers and shareholders, and with corporations, associations, firms, and
entities in which they are or may be or become interested as directors,
officers, shareholders, members of otherwise, as freely as though such adverse
interest did not exist, even though the vote, action, or presence of such
director, officer, or shareholder, may be necessary to obligate the corporation
upon such contracts or transactions; and in the absence of fraud, no such
contract or transaction shall be voided and no such director, officer, or
shareholder shall be held liable to account to the corporation by reason of such
adverse interest or by reason of any fiduciary relationship to the corporation
arising out of such officer stock ownership, for any profit or benefit realized
by him through any such contract or transaction; provided that in the case of
directors and officers of the corporation (but not in the case of shareholders
who are not directors or officers), the nature of the interest of such director
or officer, though not necessarily the details or extent thereof, be disclosed
or known to the Board of Directors of this corporation, at the meeting thereof
at which such contract or transaction is authorized or confirmed. A general
notice that a director or officer of the corporation is interested in any
corporation, association, firm or entity, shall be sufficient disclosure as to
such director or officer with respect to all contracts and transactions with
that corporation, association, firm or entity.
ARTICLE X
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The number, qualifications, terms of office, manner of election, time and
place of meetings, the powers and duties of the directors shall be prescribed by
the Bylaws, but the number of first directors shall be two (2), a number equal
to the number -of shareholders, and they shall serve until the first meeting of
shareholders-and until their successors Are elected and qualified, and their
names and post office addresses are as follows:
STEFFEN HAUG 4601 S.W. 100th
Seattle, WA 98146
MARGARET HAUG 4601 S.W. 100th
Seattle, WA 98146
The name and address of the incorporator is STEFFEN HAUG, 4601 S.W. 100th,
Seattle, Washington, 98146.
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STEFFEN HAUG
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
On this day personally appeared before me STEFFEN HAUG, to me known to be
the individual described in and who executed the within and foregoing instrument
and acknowledged the same as his free and voluntary act and deed for the uses
and purposes therein mentioned.
GIVEN under my hand and official seal this 29th day of June, 1983.
____________________________________________
NOTARY PUBLIC in and for the State of
Washington Residing at___________________.
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CONSENT TO SERVE AS REGISTERED AGENT
GARY M. ABOLOFIA hereby consents to serve as Registered Agent in the State
of Washington for the following corporation:
CULLYSPRING WATER CO., INC.
I understand that as agent for the corporation it will be my
responsibility to receive service of process in the name of the corporation; to
forward all mail to the corporation, and to immediately notify the office of the
Secretary of State in the event of my resignation, or of any changes in the
registered office address of the corporation for which I am agent.
DATED this 29th day of June, 1983.
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GARY M. ABOLOFIA
17130 Avondale Way N.E.
Suite 114
Redmond, WA 98052