ARTICLES OF INCORPORATION
of
ARTCRAFT INDUSTRIES ACQUISITION CORP.
an Arizona corporations
The undersigned persons have associated themselves for the purpose of
forming a corporation under the laws of Arizona and adopt the following Aricles
of Incorporation.
1. Name. The name of this Corporation is:
ARTCRAFT INDUSTRIES ACQUISITION CORP.
2. Statutory Place of Business. The initial statutory place of business of
the corporation shall be 401 West Baseline, Suite 204, Tempe, Arizona 85283
3. Purpose and powers. This Corporation is organized for the transaction of
any and lawful business for which corporations may be incorporated under the
laws of the state of Arizona, as they may be amended from time to time.
4. Initial Business. The general nature of the business proposed to be
transacted initially by the Corporation shall be as contractor and subcontractor
of seating products and components utilized in vehicles.
5. Capital Stock. The authorized capital stock of the corporation shall be
10,000 shares of the Common Stock, $.01 par value.
a. Consideration. Stock shall be issued when paid for in cash, past
services, real property or personal property and shall, when issued, be fully
paid for and forever nonassessable. The judgment of the Board of Directors as to
the value or any property contributed or services rendered in exchange for
stock shall be conclusive in the absence of fraud.
b. Voting Rights. Except with respect to the election of directors
where cumulative voting is required, the holders of the Common Stock shall be
entitled one vote for each share held by them of record on the books of the
Corporation.
6. Statutory Agent. The corporation appoints Tiffany & Hoffmann, P.A., 500
Dial Tower, 1850 North Central Avenue, Phoenix, Arizona 85004, its statutory
agent in and for the State of Arizona. This appointment may be revoked at any
time by the Board of Directors authorizing and directing the filing with the
Arizona Corporation Commission of a statement in accordance with A.R.S. Section
10-013(A) and (B).
7. Board of Directors. The number of directors of the Corporation shall be
not less than one (1) nor more than fifteen (15) and may be altered from time to
time as may be provided in the Bylaws. In case of any increase in the number of
directors, the additional directors may be elected by the directors or by the
shareholders at any annual or special meeting, as shall be provided in the
Bylaws.
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The initial Board of Directors shall consist of two persons, who shall
serve until his successor qualified according to the Bylaws, and whose name
and address is:
Name Mailing Address
---- ---------------
Stanley P. Desjardins 10016 South 51st Street
Phoenix, Arizona 85044
Donald Townsend 401 West Baseline
Suite 204
Tempe, Arizona 85283
8. Incorporators. The names and addresses of the undersigned incorporators
are:
Name Mailing Address
---- ---------------
Bradley P. Forst, Esq. 500 Dial Tower
1850 North Central
Phoenix, Arizona 85004
Todd A. Christensen 500 Dial Tower
1850 North Central
Phoenix, Arizona 85004
All powers, duties and responsibilities of the incorporators in their
capacity as such shall cease at the time of delivery of these Articles of
Incorporation to the Arizona Corporation Commission for filing.
9. Director Conflicts of Interest. To the extent permitted and in
accordance with A.R.S. Section 10-041, no contract or other transaction between
the Corporation and one or more of its directors or any other corporation, firm,
association or entity in which one or more of its directors are directors or
officers or are financially interested, shall be either void or voidable because
of such relationship or interest or because such director or directors are
present at the meeting of the Board of Directors or a committee thereof which
authorizes, approves or ratifies such contract or transaction or because his or
their votes are counted for such purpose.
10. Elimination of Director Liability. The personal liability of the
directors shall be eliminated to the fullest extent permitted by the General
Corporation Law of Arizona. No director of the Corporation shall be liable to
the Corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director. No amendment to or repeal of this Article shall apply to or
have any effect on the liability or alleged liability of any director of the
Corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment or repeal.
11. Powers of the Board of Directors. All of the powers of this
Corporation, insofar as the same may lawfully be vested by these Articles of
Incorporation in the Board of Directors, are hereby conferred upon the Board of
Directors of this Corporation.
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IN WITNESS WHEREOF, the following incorporators have signed these Articles
of Incorporation on this 23 day of Sept, 1994.
/s/ Bradley P. Forst
------------------------
BRADLEY P. FORST
/s/ Todd A. Christensen
------------------------
TODD A. CHRISTENSEN
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AMENDMENT TO ARTICLES OF INCORPORATION
OF
SIMULA ARTCRAFT INDUSTRIES INC.
Pursuant to the provisions of A.R.S. Sections 10-1001, et. seq., the
undersigned Corporation adopts the following amendment to its Articles of
Incorporation:
1. The name of the Corporation is Simula Artcraft Industries Inc. (the
"Corporation").
2. This Amendment to the Articles of Incorporation amends the provisions of
the Articles of Incorporation of the Corporation filed with the Arizona
Corporation Commission on September 23, 1994 (as previously amended, the
"Articles of Incorporation"), and was duly adopted by the Board of
Directors and shareholders of the Corporation in accordance with the
applicable provisions of Sections 10-1001 through 10-1009 of the Arizona.
Revised Statutes.
a. Article 1 is hereby amended by deleting such Article 1 in its entirety
and replacing the deleted Article 1 with the following:
1. Name. The name of the corporation is SAI Capital Corp.
b. Except as expressly amended herein, all other provisions of the
Articles of Incorporation of this Corporation shall remain unchanged
and in full force and effect as filed with the Arizona Corporation
Commission and as amended prior to the date hereof.
3. The number of shares of the no par value common stock ("Common Stock") of
the corporation issued and outstanding at the time of such adoption and
entitled to vote thereon was Five Thousand (5,000) shares of Common Stock.
4. Five thousand (5,000) shares of Common Stock voted for the amendment, and
zero (0) shares of Common Stock voted against the amendment.
5. The number of shares of Common Stock cast for the amendment was sufficient
for approval by that voting group.
DATED this 6 day of February, 2002.
SIMULA TRANSPORTATION EQUIPMENT
CORPORATION, an Arizona corporation, on its own behalf
and its subsidiary, SIMULA ARTCRAFT INDUSTRIES INC.
By: /s/ Mari I. Valenzuela
-----------------------------
Name: Mari I. Valenzuela
Title: Secretary
AMENDMENT TO ARTICLES OF INCORPORATION
OF
ARTCRAFT INDUSTRIES CORP.
Pursuant to the provisions of A.R.S. Sections 10-1O01,et. seq., the
undersigned Corporation adopts the following amendment to its Articles of
Incorporation:
1. The name of the Corporation is Artcraft Industries Corp. (the
"Corporation").
2. This Amendment to the Articles of Incorporation amends the provisions of
the Articles of Incorporation of the Corporation filed with the Arizona
Corporation Commission on September 23,1994 (as previously amended, the
"Articles of Incorporation"), and was duly adopted by the Board of
Directors and shareholders of the Corporation in accordance with the
applicable provisions of Sections 10-1001 through 10-1009 of the Arizona
Revised Statutes.
a. Article 1 is hereby amended by deleting such Article 1 in its entirety
and replacing the deleted Article 1 with the following:
1. Name. The name of the corporation is Simula Artcraft Industries
Inc.
b. Except as expressly amended herein, all other provisions of the
Articles of Incorporation of this Corporation shall remain unchanged
and in full force and effect as filed with the Arizona Corporation
Commission and as amended prior to the date hereof.
3. The number of shares of the no par value common stock ("Common Stock") of
the corporation issued and outstanding at the time of such adoption and
entitled to vote thereon was Five Thousand (5,000) shares of Common Stock.
4. Five thousand (5,000) shares of Common Stock voted for the amendment, and
zero (0) shares of Common Stock voted against the amendment.
5. The number of shares of Common Stock cast for the amendment was sufficient
for approval by that voting group.
DATED this 1st day of March, 2000.
SIMULA TRANSPORTATION EQUIPMENT
CORPORATION, an Arizona corporation
By: /s/ Bradley P. Forst
------------------------------------
Name: Bradley P. Forst
Title: Secretary
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
ARTCRAFT INDUSTRIES ACQUISITION CORP.
Pursuant to Section 10-058 et seq. including Section 10-061 of the Arizona
General Corporation Law, ARTCRAFT INDUSTRIES ACQUISITION CORP., an Arizona
corporation, hereby amends its Articles of Incorporation as follows:
FIRST: Article One of the Articles of Incorporation is hereby amended to read
as follows:
"The name of the corporation is Artcraft Industries Corp."
SECOND: This amendment was adopted by the board of directors and sole
shareholder of Artcraft Industries Acquisition Corp. pursuant to
Sections 10-058 et seq. of the Arizona General Corporation Law on
September 29, 1994
THIRD: The shares outstanding and entitled to vote on the amendment were 5,000
shares of Common Stock, and no other shares were entitled to vote as a
class or series.
FOURTH: The number of shares voted for the amendment was 5,000, the number of
shares voted against was 0 and the number of shares that abstained from
voting was 0.
FIFTH: The amendment does not provide for an exchange, reclassification or
cancellation of issued shares nor effect a change in the amount of
stated capital of Artcraft Industries Acquisition Corp.
IN WITNESS WHEREOF, the undersigned officers hereby certify this 29th day
of September 1994 that the foregoing amendment has been duly adopted in
accordance with Sections 10-058 et seq. of the Arizona General Corporation Law.
By: /s/ Donald W. Townsend
------------------------------
Donald W. Townsend, President
By: /s/ Kevin Clark
------------------------------
Kevin Clark, Secretary
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