ARTICLES OF INCORPORATION
OF
6725 DEALERSHIP, LTD.
We, the undersigned incorporators, having associated ourselves
together for the purpose of forming a corporation under the laws of the State
of Arizona, hereby adopt the following Articles of Incorporation.
I.
The name of the corporation shall be:
6725 Dealership, Ltd.
II.
This corporation is organized for the purpose of transacting any or
all lawful business for which corporations may be incorporated under the laws
of the State of Arizona, as amended from time to time. The corporation
initially intends to conduct the business of being a partner or joint venturer
in partnerships or joint ventures which acquire, own and develop real and
personal property.
III.
The corporation shall have authority to issue 10,000,000 common shares
without par value. Shares shall be paid for at such time, and in such manner,
as the Board of Directors shall determine.
IV.
The initial Board of Directors shall consist of two (2) members who
shall serve as directors until the first annual meeting of the shareholders or
until their successors are elected and qualified, and whose names and addresses
are:
Robert W. Wyndelts
7529 North Invergordon
Paradise Valley, AZ 85253
William T. Boutell, Jr.
9243 North 29th Street
Phoenix, AZ 85028
V.
The names and addresses of the incorporators are:
Robert W. Wyndelts, as Trustee of the
Knappenberger 6725 Trust
7529 North Invergordon
Paradise Valley, AZ 85253
Robert W. Wyndelts, as Trustee of the
Boskind 6725 Trust
7529 North Invergordon
Paradise Valley, AZ 85253
Robert W. Wyndelts, as Trustee of the
Brochick 6725 Trust
7529 North Invergordon
Paradise Valley, AZ 85253
All powers, duties and responsibilities of the incorporators shall
cease at the time of delivery of these Articles of Incorporation to the Arizona
Corporation Commission for filing.
VI.
No director of the corporation shall be personally liable to the
corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director; provided, however, that this Article shall not eliminate or
limit the liability of a director for (i) any breach of the director's duty of
loyalty to the corporation or its shareholders; (ii) acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law; (iii) authorizing the unlawful payment of a dividend or other distribution
on the corporation's capital stock or the unlawful purchase of its capital
stock; (iv) a violation of Arizona Revised Statutes Section 10-041 relating to
director conflicts of interest; or (v) any transaction from which the director
derived an improper personal benefit.
VII.
FC Service Corporation, an Arizona corporation, Two North Central
Avenue, Suite 2200, Phoenix, Arizona 85004-2390, is hereby appointed the
initial statutory agent for the corporation for the State of Arizona.
VIII.
The corporation's known place of business shall be 6725 East McDowell
Road, Scottsdale, Arizona 85257.
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IN WITNESS WHEREOF, the undersigned incorporators have hereunto
affixed their signatures this 29 day of December, 1992.
/s/ R.W. Wyndelts
-------------------------------------
Robert W. Wyndelts, as Trustee of
the Knappenberger 6725 Trust
/s/ R.W. Wyndelts
-------------------------------------
Robert W. Wyndelts, as Trustee of
the Boskind 6725 Trust
/s/ R.W. Wyndelts
-------------------------------------
Robert W. Wyndelts, as Trustee of
the Brochick 6725 Trust
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ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION
OF
6725 DEALERSHIP, LTD.
Pursuant to the provisions of A.R.S. ss. 10-061, 6725 Dealership,
Ltd., an Arizona corporation (the "Corporation") hereby adopts these Articles
of Amendment and certifies as follows:
FIRST: The name of the Corporation is 6725 Dealership, Ltd.
SECOND: The Articles of Incorporation are hereby amended by adding a
new Article IX to read as follows:
"IX
INDEMNIFICATION OF OFFICERS,
DIRECTORS, EMPLOYEES AND AGENTS
Subject to the further provisions hereof, the corporation shall
indemnify any and all of its existing and former directors, officers,
employees, and agents against all expenses incurred by them and each
of them including but not limited to legal fees, judgments, penalties,
and amounts paid in settlement or compromise, which may arise or be
incurred, rendered, or levied in any legal action brought or
threatened against any of them for or on account of any action or
omission
alleged to have been committed while acting within the scope of
employment as director, officer, employee or agent of the corporation,
whether or not any action is or has been filed against them and
whether or not any settlement or compromise is approved by a court.
Indemnification shall be made by the corporation whether the legal
action brought or threatened is by or in the right of the corporation
or any other person. Whenever any existing or former director,
officer, employee or agent shall report to the President of the
corporation or the chairman of the Board of Directors that he or she
has incurred or may incur expenses, including but not limited to legal
fees, judgments, penalties, and amounts paid in settlement or
compromise in a legal action brought or threatened against him or her
for or on account of any action or omission alleged to have been
committed by him or her while acting within the scope of his or her
employment as a director, officer, employee or agent of the
corporation, the Board of Directors shall, at its next regular or
special meeting held within a reasonable time thereafter, determine in
good faith whether, in regard to the matter involved in the action or
contemplated action, such person acted, failed to act, or refused to
act wilfully or with gross negligence or with fraudulent or criminal
intent. If the Board of Directors determines in good faith that such
person did not act, fail to act, or refuse to act wilfully or with
gross negligence or with fraudulent or criminal intent with regard to
the matter involved in the action or contemplated action,
indemnification shall be mandatory and shall be automatically extended
as specified herein, provided, however, that the corporation shall
have the right to refuse indemnification in any instance in which the
person to whom indemnification would otherwise have been applicable
shall have unreasonably refused to permit the corporation, at its own
expense and through counsel of its own choosing, to defend him or her
in the action."
THIRD: The foregoing Amendment to the Articles of Incorporation was
adopted by the directors and shareholders of the Corporation as of August 24,
1994, in the manner prescribed by the Arizona Business Corporation Act.
FOURTH: 1,250 shares of common stock without par value were
outstanding at the time of adoption of the Amendment and the total number of
shares entitled to vote thereon was 1,250.
FIFTH: All of the outstanding 1,250 shares of common stock without par
value voted for the Amendment, there being no other classes or series of
shares.
SIXTH: The Amendment does not provide for an exchange,
reclassification or cancellation of issued shares.
SEVENTH: The Amendment will not effect a change in the amount of the
Corporation's stated capital.
DATED: August 24, 1994.
6725 DEALERSHIP, an Arizona
corporation
By: /s/ R.W. Wyndelts
-------------------------------
Robert W. Wyndelts, President
By: /s/ Rodney W. Wattis
-------------------------------
Rodney W. Wattis, Secretary
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