Exhibit 3.1(j)(i)
ARTICLES OF INCORPORATION
OF
MMC OF WASHINGTON, INC.
Columbia Corporate Services, Inc., a Washington corporation,
as incorporator of a corporation under the Washington Business
Corporation Act (RCW Title 23B), adopts the following Articles of
Incorporation:
ARTICLE 1. NAME AND DURATION
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The name of this corporation is MMC of Washington, Inc., and
the duration of the corporation's existence shall be perpetual.
ARTICLE 2. PURPOSE AND POWERS
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This corporation shall have the power to engage in any
business, trade or activity which may lawfully be conducted by a
corporation organized under the Washington Business Corporation Act
(RCW Title 23B). This corporation shall have the authority to engage
in any and all such activities as are incidental or conducive to the
attainment of the purpose of this corporation and to exercise any and
all powers authorized or permitted under any laws that may be now or
hereafter become applicable or available to this corporation.
ARTICLE 3. SHARES
------------------
This corporation shall have authority to issue One Hundred
Thousand (100,000) shares of common stock, each share of which shall
have no par value.
ARTICLE 4. NO PREEMPTIVE RIGHTS
--------------------------------
Except as may otherwise be provided by the Board of
Directors, no preemptive rights shall exist with respect to shares of
stock or securities convertible into shares of stock of this
corporation.
ARTICLE 5. NO CUMULATIVE VOTING
--------------------------------
At each election of directors, every shareholder entitled to
vote at such election has the right to vote in person or by proxy the
number of shares held by such shareholder for as many persons as there
are directors to be elected. No cumulative voting for directors shall
be permitted.
ARTICLE 6. DIRECTORS
---------------------
The number of directors of this corporation shall be
determined in the manner provided by the bylaws and may be increased
or decreased from time to time in the manner provided therein. The
number of directors constituting the initial Board of Directors of the
corporation is two (2). The names and addresses of the persons who
are to serve as the initial directors until the first annual meeting
of the shareholders of
the corporation, or until their successors are elected and qualified
are as follows:
Jeffrey Weiss
140th Place N.E. #201
Bellevue, Washington 98007
Donald Gayhardt
140th Place N.E. #201
Bellevue, Washington 98007
ARTICLE 7. CONTRACTS IN WHICH DIRECTORS HAVE AN INTEREST
---------------------------------------------------------
Any contract or other transaction between this corporation
and one or more of its directors, or between this corporation and any
corporation, firm, association or other entity, of which one or more
of this corporation's directors are shareholders, members, directors,
officers or employees or in which they are interested, shall be valid
for all purposes, notwithstanding the presence of such director or
directors at the meeting of the Board of Directors which acts upon or
in reference to such contract or transaction and notwithstanding the
participation of such director or directors in such action, by voting
or otherwise, even though the presence or vote, or both, of such
director or directors might have been necessary to obligate this
corporation upon such contract or transaction; provided, that the fact
of such interest shall be disclosed to or known by the directors
acting on such contract or transaction.
ARTICLE 8. REGISTERED AGENT AND REGISTERED OFFICE
--------------------------------------------------
The name of the initial registered agent of this corporation
and the address of the initial registered office is as follows:
Columbia Corporate Services, Inc.
6500 Columbia Center
701 Fifth Avenue
Seattle, Washington 98104-7003
ARTICLE 9. AMENDMENTS TO THE ARTICLES OF INCORPORATION
-------------------------------------------------------
This corporation reserves the right to amend, alter, change
or repeal any of the provisions contained in its Articles of
Incorporation in any manner now or hereafter prescribed or permitted
by statute. All rights of the shareholders, directors,and officers of
this corporation are granted subject to this reservation.
ARTICLE 10. BYLAWS
-------------------
The Board of Directors shall have the power to adopt, amend,
or repeal the bylaws of this corporation, subject to the power of the
shareholders to amend or repeal such bylaws. The shareholders shall
also have the power to adopt, amend or repeal the bylaws of this
corporation.
ARTICLE 11. INDEMNIFICATION
----------------------------
The corporation has the power to indemnify, and to purchase
and maintain insurance for, its directors, officers, trustees,
employees, and other persons and agents, and (without limited the
generality of the foregoing) shall indemnify its
directors, officers, trustees, employees, and other persons and agents
against all liability, damage, and expenses arising from or in
connection with service for, employment by, or other affiliation with
this corporation or other firms or entities to the maximum extent and
under all circumstances permitted by law.
ARTICLE 12. INCORPORATOR
-------------------------
The name and address of the incorporator is as follows:
Columbia Corporate Services, Inc.
6500 Columbia Center
701 Fifth Avenue
Seattle, Washington 98104-7003
The undersigned corporation, as incorporator of this
corporation under the Washington Business Corporation Act as codified
at RCW 23B, adopts these Articles of Incorporation.
Dated this 20th day of July, 1994.
Columbia Corporate Services, Inc.
By: /s/ Nick Solandros
-----------------------
Nick Solandros
Secretary,
Incorporator
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