EXHIBIT 3.8
ARTICLES OF INCORPORATION
OF
CHS ELECTRONICS, INC.
The undersigned incorporator being a natural person more than 18 years
of age acting as the sole incorporator of the above-named corporation (the
"Corporation") hereby adopts the following articles of incorporation for the
Corporation:
ARTICLE I
NAME
The name of the Corporation shall be: CHS Electronics, Inc.
ARTICLE II
PERIOD OF DURATION
The Corporation shall continue in existence perpetually unless sooner
dissolved according to law.
ARTICLE III
PURPOSES AND POWERS
The purposes for which the Corporation is organized are:
(a) To engage in research and development, purchase, sale,
import, export, license, distribution, design, manufacture, or rental
of any product, machine, apparatus, appliance, merchandise, and
property of every kind and description, ideas, systems, procedures, and
services of any nature, including, without limiting the generality of
the foregoing, all types of products which possess an internal
intelligence for recognizing and correlating any type of data or
information to be processed, pattern interpretation, recognition and
memory systems and equipment, optical scanning, analog and digital
computers, components, all types of electrical, mechanical,
electronmechanical, and electronic products and systems such as for
analysis of visible, radar, sonar, or other inputs, voice recognition
and identification of voice elements, and magnetic storage and drums,
and to establish, publish, and conduct training manuals and programs in
connection with an of the foregoing;
(b) To acquire by purchase or otherwise, own, hold, lease,
rent, mortgage, or otherwise, to trade with and deal in real estate,
lands, and interests in lands, and all other property of every kind and
nature;
(c) To acquire, sell, and otherwise dispose of or deal in
stock, bonds, mortgages, securities, notes, and commercial paper for
corporations and individuals;
(d) To borrow money and to execute notes and obligations and
security contracts therefor, and to lend any of the monies or funds of
the Corporation and to take evidence of indebtedness therefor, and also
to negotiate loans; to carry on general mercantile and merchandise
business; and to purchase, sell, and deal in such goods, supplies, and
merchandise as are necessary or desirable in connection therewith;
(e) To guarantee the payment of dividends or interest on any
other contract or obligation of any corporation whenever proper or
necessary for the business of the Corporation in the judgment of its
directors;
(f) To do all and everything necessary, suitable, convenient,
or proper for the accomplishment of any of the purposes or the
attainment of any one or more of the objects herein enumerated, or
incidental to the powers therein named, or which shall ant any time
appear conducive or expedient for the protection or benefit of the
Corporation, with all the powers hereafter conferred by the laws under
which this Corporation is organized; and
(g) To conduct any lawful business for which a corporation may
be organized under the laws of Nevada.
ARTICLE IV
AUTHORIZED SHARES
The Corporation is authorized to issue a total of 60,000,000 shares
consisting of 10,000,000 shares of preferred stock having a par value of $0.001
per share and 50,000,000 shares of common stock having a par value of $0.001 per
share. The powers, preferences, rights, qualifications, limitations, or
restrictions of the shares of stock of each class and series which the
Corporation is authorized to issue, is as follows:
(a) PREFERRED STOCK. Shares of Preferred Stock may be issued
from time to time in one or more series as may be determined by the
board of directors. Each series shall be distinctly designated. All
shares of any one series of the Preferred Stock shall be alike in every
particular, except that there may be different dates from which
dividends thereon, if any, shall be cumulative, if made cumulative. The
powers, preferences, participating, optional, and other rights of each
such series and the qualifications, limitations, or restrictions
thereof, if any, may differ from those of any and all other series at
any time outstanding. Except as hereinafter provided, the board of
directors of this Corporation is hereby expressly granted authority to
fix by resolution or resolutions adopted prior to the issuance of any
shares of each particular series of Preferred Stock, the
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designation, powers, preferences, and relative participating, optional,
and other rights, and the qualifications, limitations, and restrictions
thereof, if any, of such series, including, without limiting the
generality of the foregoing, the following:
(i) The distinctive designation of, and the number of
shares of Preferred Stock which shall constitute,
each series, which number may be increased (except as
otherwise fixed by the board of directors) or
decreased (but not below the number of shares
outstanding) from time to time by action of the board
of directors;
(ii) The rate and times at which, and the terms and
conditions upon which, divided, if any, on shares of
the series shall be paid, the extent of preferences
or relations, if any, of such dividends to the
dividends payable on any other class or classes of
stock of the Corporation or on any series of
Preferred Stock and whether such dividends shall be
cumulative or non-cumulative;
(iii) The right, if any, of the holders of shares of
the same series to convert the same into, or exchange
the same for, any other class or classes of stock of
the Corporation and the terms and conditions of such
conversion or exchange;
(iv) Whether shares of the series shall be subject to
redemption, and the redemption price or prices
including, without limitation, a redemption price or
prices payable in shares of any class or classes of
stock of the Corporation, cash, or other property and
the time or times at which, and the terms and
conditions on which, shares of the series may be
redeemed;
(v) The rights, if any, of the holders of shares of
the series upon voluntary or involuntary liquidation,
merger, consolidation, distribution, or sale of
assets, dissolution, or winding up of the
Corporation;
(vi) The terms of any sinking fund or redemption or
purchase account, if any, to be provided for shares
of the series; and
(vii) The voting powers, if any, of the holders of
shares of the series which may, without limiting the
generality of the foregoing, include (A) the right to
more or less than one vote per share on any or all
matters voted on by the shareholders, and (B) the
right to vote as a series by itself or together with
other series of Preferred Stock or together with all
series of Preferred Stock as a class, on such
matters, under such circumstances, and on such
conditions as the board of directors may fix,
including, without limitation, the right, voting as a
series by itself or together with other series of
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Preferred Stock or together with all series of
Preferred Stock as a class, to elect one or more
directors of the Corporation in the event there shall
have been a default in the payment of dividends on
any one or more series of Preferred Stock or under
such other circumstances and on such conditions as
the board of directors may determine.
(b) COMMON STOCK. The Common Stock shall have the following
powers, rights, qualification, limitations and restrictions:
(i) After the requirements with respect to
preferential dividends on Preferred Stock, if any,
shall have been met and after the Corporation shall
comply with all the requirements, if any, with
respect to the setting aside of funds as sinking
funds or redemption or purchase accounts and subject
further to any other conditions which may be required
by the laws of the state of Nevada, then, but not
otherwise, the holders of Common Stock shall be
entitled to receive such dividends, if any, as may be
declared from time to time by the board of directors;
(ii) After distribution in full of the preferential
amount to be distributed to the holders of Preferred
Stock, if any, in the event of voluntary or
involuntary liquidation, distribution or sale of
assets, dissolution, or winding up of the
Corporation, the holders of the Common stock shall be
entitled to receive all the remaining assets of the
Corporation, tangible and intangible, of whatever
kind available for distribution to stockholders,
ratably in proportion to the number of shares of the
Common Stock held by each; and
(iii) Except as may otherwise be required by law or
these articles of incorporation, in all matters as to
which the vote or consent of stockholders of the
Corporation shall be required or be taken, including,
any vote to amend the articles of incorporation to
increase or decrease the par value of any class of
stock, effect a stock split or combination of shares,
or alter or change the powers, preferences, or
special rights of any class or series of stock, the
holders of the Common stock shall have one vote per
share of Common Stock on all such matters and shall
not have the right to cumulate their votes for any
purpose.
(C) OTHER PROVISIONS.
(i) The board of directors of the Corporation shall
have authority to authorize the issuance, from time
to time without any vote or other action by the
stockholders, of any or all shares of the Corporation
of any class at any time authorized, and any
securities
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convertible into or exchangeable for such shares, in
each case to such persons and for such consideration
and on such terms as the board of directors from time
to time in its discretion lawfully may determine;
provided, however, that the consideration for the
issuance of shares of stock of the Corporation having
par value shall not be less than such par value.
Shares so issued, for which the full consideration
determined by the board of directors has been paid to
the Corporation, shall be fully paid stock, and the
holders of such stock shall not be liable for any
further call or assessment thereon.
(ii) Unless otherwise provided in the resolution of
the board of directors providing for the issue of any
series of Preferred Stock, no holder of shares of any
class of the Corporation or of any security or
obligation convertible into, or of any warrant,
option, or right to purchase, subscribe for, or
otherwise acquire, shares of any class of the
Corporation, whether now or hereafter authorized,
shall, as such holder, have any preemptive right
whatsoever to purchase, subscribe for, or otherwise
acquire shares of any class of the Corporation,
whether now or hereafter authorized.
(iii) Anything herein contained to the contrary
notwithstanding, any and all right, title, interest
and claim in and to any dividends declared or other
distributions made by the Corporation, whether in
cash, stock, or otherwise, which are unclaimed by the
stockholder entitled thereto for a period of six
years after the close of business on the payment
date, shall be and be deemed to be extinguished and
abandoned; and such unclaimed dividends or other
distributions in the possession of the Corporation,
its transfer agents, or other agents or depositories,
shall at such time become the absolute property of
the Corporation, free and clear of any and all claims
of any person whatsoever.
(iv) The Corporation expressly elects not to be
governed by the provisions of Sections 78.378 to
78.3793, inclusive, and Sections 78.411 to 78.445,
inclusive, of the Nevada Revised Statutes, including
any amended or successor provision thereto, which
provisions shall not apply to the Corporation or any
of its Stockholders.
ARTICLE V
LIMITATION ON LIABILITY
A director or officer of the Corporation shall have no personal
liability to the Corporation or its stockholders for damages for breach of
fiduciary duty as a director or
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officer, except for damages for breach of fiduciary duty resulting from (a) acts
or omissions which involve intentional misconduct, fraud, or a knowing violation
of law, or (b) the payment of dividends in violation of Section 78.300 of the
Nevada Revised Statutes as it may from time to time be amended or any successor
provision thereto.
ARTICLE VI
PRINCIPAL OFFICE AND RESIDENT AGENT
The address of the Corporation's registered office in the state of
Nevada is One East First Street, Town of Reno, County of Washoe, State of
Nevada. The name of its initial resident agent in the State of Nevada is The
Corporation Trust Company of Nevada. Either the registered office of the
resident agent may be changed in the manner provided by law.
ARTICLE VII
AMENDMENTS
The Corporation reserves the right to amend, alter, change, or repeal
all or any portion of the provisions contained in these articles of
incorporation from time to time in accordance with the laws of the State of
Nevada, and all rights conferred on stockholders herein are granted subject to
this reservation.
ARTICLE VIII
ADOPTION AND AMENDMENT OF BYLAWS
The initial bylaws of the Corporation shall be adopted by the board of
directors. The power to alter, amend, or repeal the bylaws or adopt new bylaws
shall be vested in the board of directors, but the stockholders of the
Corporation may also alter, amend, or repeal the bylaws or adopt new bylaws. The
bylaws may contain any provisions for the regulation or management of the
affairs of the Corporation not inconsistent with the laws of the State of Nevada
now or hereafter existing.
ARTICLE IX
DIRECTORS
The governing board of the Corporation shall be known as the board of
directors. The number of directors comprising the board of directors shall be
fixed and may be increased or decreased from time to time in the manner provided
in the bylaws of the Corporation, except that at no time shall there be less
than one nor more than eleven directors. The original board of directors shall
consist of one person. The name and address of the person who is to serve as the
initial director until the first annual meeting of stockholders and until his
successor is elected and shall qualify is as follows:
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NAME ADDRESS
Donald T. Winstead 17246 Quail Court
Morgan Hill, California 95037
ARTICLE X
INCORPORATOR
The name and mailing address of the incorporator signing these articles
of incorporation is:
NAME ADDRESS
Mark E. Lehman 136 South Main Street, Suite 721
Salt Lake City, Utah 84101
The undersigned, being the incorporator of the Corporation herein
before named, hereby makes and files these articles of incorporation, declaring
that the facts herein are true.
DATED this 4th day of June, 1993.
/S/ MARK E. LEHMAN
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Mark E. Lehman
STATE OF UTAH )
)ss.
COUNTY OF SALT LAKE )
I, ______________________, a notary public, hereby certify that on the
___ day of __________________, 19__, appeared before me Mark E. Lehman,
personally known to me to be the subscriber to the above instrument, who
acknowledged to me that he is the person who signed the above instrument as the
incorporator and that the statements contained herein are true.
_____________________________________________
NOTARY PUBLIC
Residing in__________________________________
My Commission Expires:
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__________________________
CONSENT TO BE REGISTERED AGENT
The Corporation Trust Company of Nevada, One East First Street, Reno,
Nevada 89501, does hereby consent to be the Nevada registered agent for CHS
Electronics, Inc., a Nevada corporation.
THE CORPORATION TRUST COMPANY OF NEVADA
By:________________________________________
Marcia J. Synahara, Special Asst. Secretary
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