Exhibit 3.5
I, RALPH MUNRO, Secretary of State of the State of Washington and
custodian of its seal, hereby certify this certificate that the attached is a
true and correct copy of
ARTICLES OF INCORPORATION
of
POZZOLANIC RESOURCES, INC.
as filed in this office on December 29, 1982.
Date: February 24, 1998
Given under my hand and the Seal of the
State Of Washington at Olympia, the State
Capital
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Ralph Munro, Secretary of State
STATE OF WASHINGTON / DEPARTMENT OF STATE
I, RALPH MUNRO, Secretary of State of the State of Washington and
custodian of its seal, hereby certify that
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ARTICLES OF INCORPORATION
of POZZOLANIC RESOURCES, INC. a domestic corporation of Mercer Island,
Washington, was filed for record in this office on this date, and I further
certify that such Articles remain on file in this office.
In witness whereof I have signed and have
affixed the seal of the State of Washington
to this certificate at Olympia, the State
Capitol,
December 29, 1982
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Ralph Munro
SECRETARY OF STATE
ARTICLES OF INCORPORATION
OF
POZZOLANIC RESOURCES, INC.
KNOW ALL MEN BY THESE PRESENTS:
That GERALD A. PEABODY, Jr., being over the age of twenty-one (21) years
and for the purpose of forming a corporation under the Washington Business
Corporation Act hereby certifies and adopts in duplicate the following Articles
of Incorporation.
ARTICLE I
The name of the corporation shall be POZZOLANIC RESOURCES, INC., and its
existence shall be perpetual.
ARTICLE II
The purpose and object of this corporation shall be for a holding company,
and for all other lawful purposes under the law of the State of Washington.
PROVIDED, HOWEVER, that nothing herein contained shall be deemed to
authorize or permit the corporation to carry on any business, to exercise any
power or to do any act which a corporation formed under the Uniform Business
Corporation Act of the State of Washington, or any amendment thereto or
substitute therefore, may not at the time lawfully carry on or do.
ARTICLE III
The holders of each class of shares shall have pre-emptive rights to
acquire additional shares of the same class offered by the corporation.
ARTICLE IV
1. The location and post office address of the registered office of the
corporation in
this State shall be 2448 76th Avenue Southeast, Suite 222; Mercer Island,
Washington 98040.
2. The registered agent of the corporation shall be Gerald A. Peabody,
Jr., whose address is 2448 76th Avenue Southeast, Suite 222; Mercer Island,
Washington 98040.
ARTICLE V
The aggregate number of shares which the corporation shall have authority
to issue is 50,000 shares as follows:
1. Class A: Voting Shares: The corporation shall be Authorized to issue
1,000 shares of "Voting Shares" with a par value of $1.00 each.
These shares shall not be entitled to any rights or privileges
except the power to vote, which right shall be exclusively vested in
these shares, each issued share being entitled to one (1) vote.
Upon liquidation, these shares shall participate to the extent of
par value only.
2. Class B: Regular Dividend Shares: The corporation shall be
authorized to issue 19,000 shares of "Regular Dividend Shares" with
a par value of $1.00 each.
These shares shall be entitled to dividends when and as declared by
the Board of Directors. These shares shall not be entitled to any
voting rights.
Each Class B share shall receive liquidating distributions equal to
those paid on Class C and Class D shares.
3. Class C: Special Dividend Shares: The corporation shall be
authorized to issue 15,000 shares of "Special Dividend Shares" with
a par value of $1.00 each.
These shares shall be entitled to dividends only when and as
declared by the Board of Directors with the unanimous approval of
all voting shares. These shares shall not be entitled to any voting
rights.
Each Class C share shall receive liquidating distributions equal to
those paid on Class B and Class D shares.
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4. Class D: Special Dividend Shares: The corporation shall be
authorized to issue 15,000 shares of "Special Dividend Shares" with
a par value of $1.00 each.
These shares shall be entitled to dividends only when and as
declared by the Board of Directors with the unanimous approval of
all voting shares. These shares shall not be entitled to any voting
rights.
Each Class D share shall receive liquidating distributions equal to
those paid on Class B and Class C shares.
The corporation will not commence business until consideration of the
value of at least five hundred dollars has been received for the issuance of
shares.
The corporation reserves the right to amend, alter, change or repeal any
provisions contained in its Articles of Incorporation in any manner now or
hereafter prescribed or permitted by statute. All rights of stockholders of the
corporation are granted subject to this reservation.
ARTICLE VI
1. The number of directors of this corporation shall be fixed as provided
in the By-Laws as therein provided, but the number of directors shall not be
less than two (2) or more than five (5).
2. The first directors of this corporation shall be two (2) in number and
their post office addresses are as follows:
Gerald A. Peabody, Jr. 2448 76th Avenue S.E., Suite 222
Mercer Island, Washington 98040
Terrance E. Peabody 2448 76th Avenue S.E., Suite 222
Mercer Island, Washington 98040
The term of the directors shall be until the first annual meeting of the
stockholders of the corporation, to be held on the second Wednesday in April
1983, and until their successors are elected and qualified.
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ARTICLE VII
The name and post office address of the incorporator is:
Gerald A. Peabody, Jr.
2448 76th Avenue, S.E., Suite 222
Mercer Island, Washington 98040
IN WITNESS WHEREOF, the incorporator hereinabove named as hereunto set his
hand, in duplicate, this 29th day of December, 1982.
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Gerald A. Peabody, Jr.
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CONSENT TO SERVE AS REGISTERED AGENT
I, GERALD A. PEABODY, JR., hereby consent to serve as Registered Agent, in
the State of Washington, for the following corporation: POZZOLANIC RESOURCES,
INC.
I understand that as agent for the corporation, it will be my
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 my resignation, or of any changes in the
registered office address of the corporation for which I am agent.
DATED this 29th day of December, 1982.
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Gerald A. Peabody, Jr.
2448 76th Avenue S.E., Suite 222
Mercer Island, WA. 98040
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