EXHIBIT 3.17
ARTICLES OF INCORPORATION
KNOW ALL MEN BY THESE PRESENTS:
That we, the undersigned, all residents of the State of
Hawaii, desiring to become a corporation under and in accordance with
the laws of said State of Hawaii, and to obtain the benefits conferred
by said laws upon corporations, do hereby mutually agree upon and enter
into the following Articles of Incorporation, the terms whereof shall be
equally obligatory upon the parties hereto as well as upon all other
persons who from time to time may become stockholders of the
Corporation.
ARTICLE I
The name of the Corporation shall be:
SMILEY'S SUPER SERVICE, INC.
ARTICLE II
The principal office of the Corporation shall be located at:
1672 KAMEHAMEHA AVENUE, HILO, HAWAII 96720
and there may be such other offices within and without the State of
Hawaii as its ,Board of Directors may from time to time deem necessary
or advantageous to the Corporation, such other offices to be in charge
of such person or persons as may be appointed by the Board of Directors.
ARTICLE III
A. The purposes for which the corporation is
organized and its powers in connection therewith are as follows:
1. To conduct the business of a service
station, which shall include dealing in gasoline and all other petroleum
products, all manner of accessories and appliances for repairing of
motor vehicles, storing of motor vehicles, and such other business as is
usual, proper and necessary in such enterprises.
2. To buy, sell, build, exchange, lease and
hold for investment, office buildings, homes, apartment houses,
industrial property, rental units, land and improvements and thereof on
an interim or permanent basis and to furnish, rebuild, redecorate and
renovate homes, buildings, offices, and
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apartments and all types of properties and to finance the same.
3. To purchase or otherwise acquire, hold,
own, use, improve, develop, subdivide, cultivate, grant, bargain, sell, convey,
lease, mortgage or otherwise dispose of, and in every other manner deal in and
with real property and any estate and interest therein, including easements,
appurtenance, licenses and water rights and privileges.
4. To loan money on real estate, bonds,
stocks, notes and all other personal property and upon any and all character of
collateral security.
5. To apply for, obtain, register, lease or
assign, or otherwise, dispose of any trade names, trade marks, copyrights,
patents, inventions, improvements, and processes.
6. To manufacture, improve, repair, work
upon, buy and take leases and license of, otherwise acquire, use, hold, sell,
grant leases, rental agreements and licenses of, otherwise dispose of, and
otherwise deal in and with any and all kinds of vehicles, apparatus, machinery
tools, mechanical devices, appliances, materials and merchandise of any and
every kind, whether or not in any way relating to any other purpose or power of
the Corporation.
7. To buy, sell, lease, assemble, import,
export, process and deal in any and all classes of material, merchandise,
supplies and commodities of every kind and nature.
8. To engage in and carry on the business
of general wholesale and retail merchants, importers, exporters, commission
merchants, brokers, factors, agents, manufacturers, processors, dealing in or
with any and all classes of materials, merchandise, supplies and commodities of
every kind and nature.
9. To act as agent, representative, broker,
factor, advisor or manager of any individual, partnership corporation and, as
such, to promote, develop and extend their business, or to aid in any lawful
enterprise.
10. To engage generally, on its own behalf
and for any individual, partnership or corporation carrying on an authorized
business, in the management and administration of all kinds of businesses and
property, real, personal and mixed, and without limiting the generality of the
foregoing, to collect rentals, dividends and other moneys, keep and maintain
books and records, prepare tax returns, and pay taxes and other obligations, to
invest and reinvest principal and income and other money, to carry on any
authorized business and to buy and sell or dispose of and arrange for the
administration or management by others of such business or property; and
11. To undertake and carry on any business,
investment, transaction, venture or enterprise which may be lawfully undertaken
or carried on by a corporation and any business whatsoever which may seem to the
corporation convenient or suitable
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to be undertaken whereby directly or indirectly to promote any of its general
purposes or interests or render more valuable or profitable any of its property,
rights, interests or enterprises; and, for any of the purposes mentioned in
these Articles, to acquire by purchase, lease or otherwise, the property rights,
franchises, assets, business and goodwill of any person, firm, association,
partnership or corporation engaged in or authorized to conduct any business or
undertaking which may be carried on by this corporation or possessed of any
property suitable or useful for any of its own purposes and carry on the same,
and undertake all or any part of the obligation and liabilities in connection
therewith, on such terms and conditions and for such consideration as may be
agreed upon, and to pay for the same either all or partly in cash, stocks,
bonds, debentures, or other forms of assets and securities, either of this
corporation or otherwise; and, to effect any such acquisition or carry on any
business authorized by these Articles of Incorporation, either by directly
engaging therein, or indirectly by acquiring the shares, stocks or other
securities of such other business or entity, and holding and voting the same and
otherwise exercising and enjoying the rights and advantages incident thereto.
B. In furtherance of said purposes, said
corporation shall also have the following powers:
1. To sue and be sued in any court; to make
and use a common seal, and to alter the same at its pleasure; to hold, purchase
and convey such property as the purposes of the mortgage the same to secure any
debt of the corporation; to appoint such subordinate officers and/or agents as
the business of the corporation shall require; to make and adopt and from time
to time amend or repeal By-Laws not inconsistent with any existing law for the
management of its properties, the election and removal of its officers, the
regulation of its affairs and the transfer of its stock, and for all other
purposes permitted by law.
2. To borrow money or otherwise incur
indebtedness with or without security and to secure any indebtedness by deed or
trust, mortgage, pledge, hypothecation or other lien upon all or any part of the
real or personal property of the corporation and to execute bonds, promissory
notes, bills of exchange, debentures or other obligations or evidences of
indebtedness of all kinds, whether secured or unsecured, and to owe debts in an
amount which may at any time be in excess of its capital stock.
3. To purchase on commission or otherwise,
subscribe for, hold, own, sell on commission or otherwise, or in any other
manner acquire or dispose of and generally to deal in stocks, scripts, bonds,
notes, debentures, commercial papers, its own issued shares of capital stock or
other securities, therein, and while the owner of the same to exercise all the
rights, powers and privileges of ownership.
4. To draw, make, accept, endorse, assign,
discount, execute, and issue all such bills of exchange, bills of lading,
promissory notes, warrants and other instruments, either assignable, negotiable
or transferable by delivery or to order
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or otherwise, as the business of the corporation shall require.
5. To lend and advance money or to give
credit, with or without security, to such person, firms, or corporations, and on
such terms as may be thought fit; and, if with security, then upon mortgages,
deeds of trust, pledge or other hypothecations or interest therein or thereto.
6. To aid in all manner corporations of
which any of the bonds or other securities or evidences of indebtedness; of
stock are held by this corporation, and to do any acts or things to preserve,
protect, improve or enhance the value of any such bonds or other securities of
evidences of indebtedness of stock, including specifically the right and power
to enter into and take the management of any business enterprise or any kind or
nature, and, while so managing any such business, to do the acts and things
incidental or necessary thereto.
7. To enter into partnership contracts (as
a general partner or as a limited partner) with any other firm, natural or
corporate person or persons, and to enter into and perform contracts,
undertakings and obligations of every kind and character to the same extent as
if this corporation were a natural person.
8. To promote, assist, subscribe or
contribute to any association, organization, society, company, institution, or
object, charitable or otherwise, calculated to benefit the corporation or any
person in its employ or having dealings with the corporations, or deemed to be
for the common or public welfare.
9. To become a party to and effect a merger
of consolidation with another corporation or other corporations, and to enter
into agreements and relationships not in contravention of law with any person,
firm or corporation.
10. To become surety for or guarantee any
dividends, bonds, stocks, contracts, debts or other obligations or undertakings
of any other person, firm or corporation (provided, however, that nothing herein
shall be deemed to authorize the corporation to engage in the banking, surety or
bonding business), and to convey, transfer or assign, by way of pledge or
mortgage, and future, to secure the debts or obligations, present and future, of
such persons, firms, or corporations, and on such terms and conditions as the
corporation may determine.
11. To do all or any of the above things in
any part of the world, directly or indirectly, and as principal, agent, factor,
contractor, or otherwise, and by or through trustees, agents, or otherwise
either alone or in conjunction with others; and
12. The corporation shall have all the
powers now provided or which may hereafter be provided by law for incorporated
companies, and which may be implied therefrom.
The enumeration herein of the objects and purposes
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of this corporation shall be construed as powers as well as objects and
purposes and shall not be deemed to exclude by inference any powers,
objects or purposes which this corporation is empowered to exercise,
whether expressly by force of the laws of the State of Hawaii now or
hereafter in effect, or impliedly by the reasonable construction of said
laws.
ARTICLE IV
1. The authorized capital stock of the corporation
shall be ONE THOUSAND AND NO/100 DOLLARS ($1,000.00) divided into ONE THOUSAND
(1,000) shares of common stock of the par value of ONE AND NO/100 DOLLAR ($1.00)
a share, with the privilege of subsequent increase or extension of its capital
stock from time to time in the manner provided by law by the issuance of either
common or preferred stock to an amount not exceeding ONE MILLION DOLLARS
($1,000,000.00) in the aggregate.
2. The Board of Directors is authorized, subject to
the pre-emptive rights of the holders of common stock of the corporation as set
forth in Paragraph 3 of this Article IV, to determine the consideration and the
terms and conditions upon which additional shares of stock, with or without par
value, may constitute capital and what portion, if any, paid-in surplus, subject
to the applicable provisions of these Articles and of law.
3. In case the outstanding capital stock of the
corporation be increased by the issuance or reissuance of any shares of any
class, or by the issuance of any obligations or securities convertible into
shares of capital stock (unless the acquisition of the property or of
substantially the entire assets of a going business or in connection with a
merger or consolidation), such stock, obligations or securities shall. unless
otherwise provided by the vote of the holders of not less than three-fourths of
the common stock issued and outstanding before being sold or offered to others,
be offered to the holders of the common stock of the corporation as of the date
of issuance as shown by the stock books of the corporation upon such terms
(which terms shall not be less favorable than the terms upon which said shares
are thereafter sold to others) as shall be determined by the Board of Directors
in proportion to the shares of common stock respectively held by such
stockholders at such date.
4. The corporation shall have the power from time
to time to create an additional class or additional classes of stock with such
preferences, voting powers, restrictions and qualifications thereof as shall be
fixed in the resolution authorizing the issuance thereof in accordance with law.
Subject to the pre-emptive rights of the holders of common stock as set forth in
Paragraph 3 of this Article IV, the Board of Directors is authorized to
determine the terms and .conditions upon which and the persons to whom
authorized and unissued shares may be issued and sold.
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ARTICLE V
1. The officers of the corporation shall be a
president, one or more vice presidents. a secretary and a treasurer, who shall
be elected by the Board of Directors as shall be prescribed by the By-Laws.
There may also be such assistant secretaries and assistant treasurers as may be
deemed desireable. The officers need not be stockholders, except as may
otherwise be provided in the By-Laws of the corporation. There may also be such
other subordinate officers and agents as the business of the corporation may
require, who shall be elected or appointed as the By-Laws may prescribe. The
same person may hold at the same time two or more offices and also be a
director.
2. There shall be a Board of Directors of not less
than two (2) members, who need not be stockholders, except as may otherwise be
provided by the By-Laws. The directors shall be elected or appointed and any
vacancies at any time occurring in the Board of Directors of any officer thereof
in such manner and for such terms as the By-Laws may prescribe.
3. All the powers and authority of the corporation
shall be vested in and may be exercised by the Board of Directors except as
otherwise provided by law, these Articles of Incorporation or the By-Laws of the
corporation; and in furtherance and not in limitation of said general powers,
the Board of Directors shall have power: to acquire and dispose of property; to
appoint a general manager, branch managers and such other managers, officers or
agents of the corporation as in its judgment the business thereof may require,
and to confer upon and to delegate to them by power of attorney or otherwise
such power and authority as it shall determine; to fix the salaries or
compensation of any or all of its officers, agents and employees and in its
discretion require the security of any of them for the faithful performance of
any of their duties; to declare dividends in accordance with law when it shall
deem it expedient; to make rules and regulations not inconsistent with law or
these Articles of Incorporation or the By-Laws for the transaction of business;
to instruct the officers or agents of the corporation with respect to, and to
authorize the voting of the stock of other corporations owned or held by this
corporation; to incur indebtedness as may be deemed necessary, which
indebtedness may exceed the amount of the corporation's capital stock; to create
such committees (including an executive committee) and to designate as members
of such committees such persons as it shall determine, and to confer upon such
committees such powers and authority as may by resolution be set forth for the
purpose of carrying on or exercising any of the powers of the corporation; to
create and set aside reserve funds for any purpose, and to invest any funds of
the corporation in such securities or other property as to it may seem proper;
to remove or suspend any officer and, generally, do any and every lawful act
necessary or proper to carry into effect the powers, purposes and objects of the
corporation.
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ARTICLE VI
The following persons are the first officers and directors of the
corporation:
NAME AND OFFICE RESIDENCE ADDRESS
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NOBUYUKI KIYOTA PRESIDENT 1672 KAMEHAMEHA AVENUE
DIRECTOR HILO, HAWAII 96720
LORRAINE P. SHIN VICE PRESIDENT 184 PUUEO STREET
DIRECTOR HILO, HAWAII 96720
LORRAINE P. SHIN SECRETARY 184 PUUEO STREET
DIRECTOR HILO, HAWAII 96720
NOBUYUKI KIYOTA TREASURER 1672 KAMEHAMEHA AVENUE
DIRECTOR HILO, HAWAII 96720
ARTICLE VII
SUBSCRIPTION PRICE
NUMBER OF SHARES FOR THE SHARES AMOUNT OF CAPITAL
NAMES OF SUBSCRIBED FOR BY SUBSCRIBED FOR BY PAID IN CASH BY
SUBSCRIBERS EACH SUBSCRIBER EACH SUBSCRIBER EACH SUBSCRIBER
NOBUYUKI KIYOTA 1,000 $1.00 $1,000.00
ARTICLE VIII
The corporation shall have succession by its corporate
name in perpetuity and shall have all the powers herein enumerated or implied
herefrom and the powers now or which may hereafter be approved by law for
incorporated companies.
ARTICLE IX
No stockholder shall be liable for the debts of the
corporation beyond the amount of which may be due or unpaid upon any share or
shares of stock of the corporation owned by him.
IN WITNESS WHEREOF, the parties to these Articles of
Incorporation have hereunto set their hands on this 10th day of September 1986.
/s/ NOBUYUKI KIYOTA
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/s/ LORRAINE P. SHIN
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