Exhibit 3.165
ARTICLES OF INCORPORATION
OF
THE VIRTUAL FLYSHOP, INC.
The undersigned, who, if a natural person, is eighteen years of age or
older, hereby establishes a corporation pursuant to the Colorado Business
Corporation Act as amended and adopts the following Articles of Incorporation:
FIRST: The name of the corporation is The Virtual Flyshop, Inc.
SECOND: The corporation shall have and may exercise all of the rights,
powers and privileges now or hereafter conferred upon corporations organized
under the laws of Colorado. In addition, the corporation may do everything
necessary, suitable or proper for the accomplishment of any of its corporate
purposes. The corporation may conduct part of all of its business in any part of
Colorado, the United States or the world and may hold, purchase, mortgage, lease
and convey real and personal property in any of such places.
THIRD: (a) The aggregate number of shares which the corporation shall have
the authority to issue is ten thousand (10,000) shares of common stock. The
shares of this class of common stock shall have unlimited voting rights and
shall constitute the sole voting group of the corporation, except to the extent
any additional voting group or groups may hereafter be established in accordance
with the Colorado Business Corporation Act. The shares of this class shall also
be entitled to receive the net assets of the corporation upon dissolution.
(b) Each shareholder of record shall have one vote for each share of
stock standing in his name on the books of the corporation and entitled to vote,
except that in the election of directors, each shareholder shall have as many
votes for each share held by him as there are directors to be elected and for
whose election the shareholder has a right to vote. Cumulative voting shall not
be permitted in the election of directors or otherwise.
(c) Unless otherwise ordered by a court of competent jurisdiction,
at all meetings of shareholders one-third of the shares of a voting group
entitled to vote at such meeting, represented in person or by proxy, shall
constitute a quorum of that voting group.
FOURTH: The number of directors of the corporation shall be fixed by the
bylaws, or if the bylaws, fail to fix such a number, then by resolution adopted
from time to time by the board of directors, provided that the number of
directors shall not be more
than five nor less than one. Two directors shall constitute the initial board of
directors. The following persons are elected to serve as the corporation's
initial directors until the first annual meeting of shareholders or until their
successors are duly elected and qualified:
Michael R. Tucker 4412 East Mulberry, #221
Fort Collins, Colorado 80524
Greg McDermid Unit 39
639 Beachwood Drive
Waterloo, ON CANADA N272P6.
FIFTH: The street address of the initial registered office of the
corporation is 375 East Horsetooth Road, Building 6, Suite 200, Fort Collins,
Colorado 80525. The name of the initial registered agent of the corporation at
such address is Peter W. Bullard.
SIXTH: The address of the initial principal office of the corporation is
4412 East Mulberry, #221, Fort Collins, Colorado 80524.
SEVENTH: The following provisions are inserted for the management of the
business and for the conduct of the affairs of the corporation, and the same are
in furtherance of and not in limitation or exclusion of the powers conferred by
law.
(a) Conflicting Interest Transactions. As used in this paragraph,
"conflicting interest transaction" means any of the following: (i) a loan or
other assistance by the corporation to a director of the corporation or to an
entity in which a director of the corporation is a director or officer or has a
financial interest; (ii) a guaranty by the corporation of an obligation of a
director of the corporation or of an obligation of an entity in which a director
of the corporation is a director or officer or has a financial interest; or
(iii) a contract or transaction between the corporation and a director of the
corporation or between the corporation and an entity in which a director of the
corporation is a director or officer or has a financial interest. No conflicting
interest transaction shall be void or voidable, be enjoined, be set aside, or
give rise to an award of damages or other sanctions in a proceeding by a
shareholder or by or in the right of the corporation, solely because the
conflicting interest transaction involves a director of the corporation or an
entity in which a director of the corporation is a director or officer or has a
financial interest, or solely because the director is present at or participates
in the meeting of the corporation's board of directors or of the committee of
the board of directors which authorizes, approves or ratifies a conflicting
interest transaction, or solely because the director's vote is counted for such
purpose if (A) the material facts as to the director's relationship or interest
and as
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to the conflicting interest transaction are disclosed or are known to the board
of directors or the committee, and the board of directors or committee in good
faith authorizes, approves or ratifies the conflicting interest transaction by
the affirmative vote of a majority of the disinterested directors, even though
the disinterested directors are less than an quorum; or (B) the material facts
as to the director's relationship or interest and as to the conflicting interest
transaction are disclosed or are known to the shareholders entitled to vote
thereon, and the conflicting interest transaction is specifically authorized,
approved or ratified in good faith by a vote of the shareholders; or (C) a
conflicting interest transaction is fair as to the corporation as of the time it
is authorized, approved or ratified by the board of directors, a committee
thereof, or the shareholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the board of directors or
of a committee which authorizes, approves or ratifies the conflicting interest
transaction.
(b) Loans and Guaranties for the Benefit of Directors. Neither the
board of directors nor any committee thereof shall authorize a loan by the
corporation to a director of the corporation or to an entity in which a director
of the corporation is a director or officer or has a financial interest, or a
guaranty by the corporation of an obligation of a director of the corporation or
of an obligation of an entity in which a director of the corporation is a
director or officer or has a financial interest, until at lease ten days after
written notice of the proposed authorization of the loan or guaranty has been
given to the shareholders who would be entitled to vote thereon if the issue of
the loan or guaranty were submitted to a vote of the shareholders. The
requirements of this paragraph (b) are in addition to, and not in substitution
for, the provisions of paragraph (a) of Article SEVENTH.
(c) Indemnification. The corporation shall indemnify, to the maximum
extent permitted by law, any person who is or was a director, officer, agent,
fiduciary or employee of the corporation against any claim, liability or expense
arising against or incurred by such person made party to a proceeding because he
is or was a director, officer, agent, fiduciary or employee of the corporation
or because he is or was serving another entity as a director, officer, partner,
trustee, employee, fiduciary or agent at the corporation's request. The
corporation shall further have the authority to the maximum extent permitted by
law to purchase and maintain insurance providing such indemnification.
(d) Limitation on Director's Liability. No director of this
corporation shall have any personal liability for monetary damages to the
corporation or its shareholders for breach of his fiduciary duty as a director,
except that this provision shall not eliminate or limit the personal liability
of a director to the
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corporation or its shareholders for monetary damages 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) voting for or assenting to a distribution in violation
of Colorado Revised Statutes ss. 7-106-401 or the articles of incorporation if
it is established that the director did not perform his duties in compliance
with Colorado Revised Statutes ss. 7-108-401, provided that the personal
liability of a director in this circumstance shall be limited to the amount of
the distribution which exceeds what could have been distributed without
violation of Colorado Revised Statutes ss. 7-106-401 or the articles of
incorporation; or (iv) any transaction from which the director directly or
indirectly derives an improper personal benefit. Nothing contained herein will
be construed to deprive any director of his right to all defenses ordinarily
available to a director nor will anything herein be construed to deprive any
director of any right he may have for contribution from any other director or
other person.
(e) Negation of Equitable Interests in Shares or Rights. Unless a
person is recognized as a shareholder through procedures established by the
corporation pursuant to Colorado Revised Statutes ss. 7-107-204 or any similar
law, the corporation shall be entitled to treat the registered holder of any
shares of the corporation as the owner thereof for all purposes permitted by the
Colorado Business Corporation Act, including without limitation all rights
deriving from such shares, and the corporation shall not be bound to recognize
any equitable or other claim to, or interest in, such shares or rights deriving
from such shares on the part of any other person including without limitation, a
purchases, assignee or transferee of such shares, unless and until such other
person becomes the registered holder of such shares or is recognized as such,
whether or not the corporation shall have either actual or constructive notice
of the claimed interest of such other person. By way of example and not of
limitation, until such other person has become the registered holder of such
shares or is recognized pursuant to Colorado Revised Statutes ss.7-107-204 or
any similar applicable law, he shall not be entitled: (i) to receive notice of
the meetings of the shareholders; (ii) to vote at such meetings; (iii) to
examine a list of the shareholders; (iv) to be paid dividends or other
distributions payable to shareholders; or (v) to own, enjoy and exercise any
other rights deriving from such shares against the corporation. Nothing
contained herein will be construed to deprive any beneficial shareholder, as
defined in Colorado Revised Statutes ss. 7-113-101 (1), of any right he may have
pursuant to Article 113 of the Colorado Business Corporation Act or any
subsequent law.
EIGHTH: The name and address of the incorporator is: Peter W. Bullard, 375
East Horsetooth Road, Building 6, Suite 200, Fort Collins, Colorado 80525.
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Dated the 7th day of September, 1995
/s/ Peter W. Bullard
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Peter W. Bullard, Incorporator
Peter W. Bullard hereby consents to the appointment as the initial registered
agent for The Virtual Flyshop, Inc.
/s/ Peter Bullard
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Initial Registered Agent
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STATE OF COLORADO
DEPARTMENT OF STATE
I hereby certify that this is a true and complete copy of the document
filed in this office and admitted to record in File 951111430
DATED Mar 4 1998
/s/ Victoria Buckly
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Secretary of State
[SEAL OF COLORADO]
By /s/ [ILLEGIBLE]
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