1
EXHIBIT 3.05
ARTICLES OF INCORPORATION
OF
SCHUCK'S DISTRIBUTION CO.
Pursuant to the provisions of RCW 23B.02.020, the undersigned, for the
purpose of forming a corporation under the Washington Business Corporation Act,
hereby adopts the following Articles of Incorporation:
ARTICLE I.
NAME
The name of this corporation shall be "Schuck's Distribution Co."
ARTICLE II.
CAPITAL STOCK
The total number of shares of stock authorized and which may be issued by
this corporation is fifty thousand (50,000) shares, all of which shall be no
par value common shares of the same class.
If a vote of the shareholders is required to authorize any of the
following matters, such matters need be approved only by a majority of all
votes of each voting group entitled to be cast on the matter:
a. Amendment to Articles of Incorporation;
b. Plan of merger or plan or share exchange;
c. Sale, lease, exchange, or other disposition of all or
substantially all of the property of the corporation, other than in
the usual and regular course of business;
2
d. Dissolution of the corporation.
ARTICLE III.
PREEMPTIVE RIGHTS
The holders of shares of the corporation shall have no preemptive rights
to subscribe or purchase from the corporation any shares authorized but
unissued, or any newly authorized shares.
ARTICLE IV.
CUMULATIVE VOTING
The right to cumulate votes in the election of directors shall not exist
with respect to shares of stock of this corporation.
ARTICLE V.
DIRECTORS
The names and post office addresses of the first directors of the
corporation, who shall hold office until the first annual meeting of
shareholders or until their successors shall have been elected and qualified,
are as follows:
Name Address
- ---- -------
Eddie Trump P.O. Box 6030
Phoenix, AZ 85005
Julius Trump P.O. Box 6030
Phoenix, AZ 85005
James G. Bazlen P.O. Box 6030
Phoenix, AZ 85005
2
3
ARTICLE VI.
REGISTERED OFFICE AND AGENT
The location and post office address of the initial registered office of
the corporation in this state shall be 1201 Third Avenue, Suite 3400, Seattle,
WA 98101-3034, and the initial registered agent of the corporation shall be RSC
Corporation.
ARTICLE VII.
INDEMNIFICATION
The corporation agrees to indemnify and save harmless any and all officers
or directors of the corporation against any and all liabilities, judgments,
sums of money and expenses (including herein any and all amount or amounts paid
in settlement) reasonably incurred by them or any of them in connection with
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative and whether in law, equity or
otherwise, to which they or any of them may be a party, or may be threatened by
reason of being or having been an officer or director of the corporation, or by
reason of serving or having served at the request of the corporation as a
director, trustee, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise to the full extent
permitted by the Washington Business Corporation Act; except that the
corporation shall not be required to indemnify a director against liability,
damage or expense resulting from the director's gross negligence.
No amendment or repeal of this Article shall apply to or have any effect
on any right to indemnification provided hereunder with respect to acts or
omissions occurring prior to such amendment or repeal.
3
4
ARTICLE VIII.
LIABILITY OF DIRECTORS
A director of this corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for conduct as a director,
except for liability of the director (i) for acts or omissions that involve
intentional misconduct by the director or a knowing violation of law by the
director, (ii) for conduct violating Section 23B.08.310 of the Washington
Business Corporation Act or (iii) for any transaction from which the director
will personally receive a benefit in money, property, or services to which the
director is not legally entitled. If the Washington Business Corporation Act
is amended to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of the
corporation shall be eliminated or limited to the fullest extent permitted by
the Washington Business Corporation Act, as so amended. Any repeal or
modification of this Article by the shareholders of the corporation shall not
adversely affect any right or protection of a director of the corporation
existing at the time of such repeal or modification.
ARTICLE IX.
INCORPORATOR
The name and post office address of the incorporator are Kevin J.
Collette, Ryan, Swanson & Cleveland, 1201 Third Avenue, Suite 3400, Seattle,
Washington 98101-3034.
IN WITNESS WHEREOF, the incorporator has hereunto set his hand on January
22, 1992.
/s/ Kevin J. Collette
----------------------------------------
Kevin J. Collette, Incorporator
4
5
CONSENT TO SERVE AS REGISTERED AGENT
RSC Corporation hereby consents to serve as Registered Agent in the State
of Washington for Schuck's Distribution Co. It understands that as agent for
the corporation, it will be its 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 its
resignation, or of any changes in the registered office address of the
corporation for which it is agent.
RSC CORPORATION
DATED: January 23, 1992 By /s/ Kevin J. Collette
--------------------------------------
Kevin J. Collette, President
Address:
1201 Third Avenue, Suite 3400
Seattle, Washington 98101-3034
5