EXHIBIT 2.1
ARTICLES OF INCORPORATION
ARTICLES OF INCORPORATION
OF
SFG MORTGAGE AND INVESTMENT COMPANY, INC.
The undersigned, being over the age of eighteen years and acting as
incorporator of the corporation under the Washington Business Corporation Act,
RCW 23B, adopts by duplicate originals the following Articles of Incorporation
for the corporation.
ARTICLE V
CORPORATE NAME
The name of the corporation is SFG MORTGAGE AND INVESTMENT COMPANY, INC.
ARTICLE VI
TERM OF EXISTENCE
The corporation shall have perpetual existence.
ARTICLE VII
CORPORATE PURPOSE
The nature of the business of the corporation and its objects and purposes
are:
A. To engage in the business of making, acquiring, buying and selling
real estate loans, real estate contracts and other obligations secured by real
estate and to acquire, hold for investment, buy and sell real estate.
B. In general, to carry on any lawful business or trade whatsoever in
connection with the foregoing which is calculated, directly or indirectly, to
promote the interests of the corporation or to enhance the value of its
properties, and to exercise all powers granted to a corporation formed under the
Washington Business Corporation Act, RCW Chapter 23B, or any amended version of
that Act or any successor Acts.
ARTICLE VIII
CAPITAL STOCK
The corporation shall have authority to issue One Million (1,000,000)
shares of common stock. The shares of common stock shall have no par value. No
other class or shares of stock in this corporation are authorized.
ARTICLE IX
NO PREEMPTIVE RIGHTS
Except as may otherwise be provided by the Board of Directors, shareholders
of the corporation shall not be entitled to preemptive rights to subscribe for
or purchase any part of new or additional issues of shares of stock or
securities convertible into shares of stock of any class whatsoever, whether now
or hereafter authorized, and whether issued for cash, property, services, by way
of distributions, or otherwise.
ARTICLE X
NO CUMULATIVE VOTING
There shall be no cumulative voting of the shares in this corporation.
ARTICLE XI
SHAREHOLDER VOTING REQUIREMENTS FOR CERTAIN TRANSACTIONS
To be adopted by the shareholders, (1) an amendment of the Articles of
Incorporation; (2) a plan of merger or share exchange; (3) a sale, lease,
exchange, or other disposition of all, or substantially all, of the
corporation's assets, other than in the usual and regular course of business; or
(4) a dissolution of the corporation, must be approved by each voting group of
shareholders entitled to vote thereon by a two-thirds of all the votes entitled
to be cast by that voting group.
ARTICLE XII
LIMITATION OF DIRECTORS' LIABILITY
The personal liability of a director or the directors to the corporation or
its shareholders for monetary damages is hereby eliminated for any conduct as a
director except acts or omissions that involve intentional misconduct or a
knowing violation of law by a director, for conduct violating RCW 23B.08.310, or
for any transaction from which a director will personally receive a benefit in
money, property, or services to which a director is not legally entitled.
If the Washington Business Corporation Act is hereafter amended to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director shall be eliminated or
limited to the full extent permitted by the Washington Business Corporation Act,
as so amended. Any repeal or modification of this Article shall not adversely
affect any right or protection of a director of the corporation existing at the
time of such repeal or modification for or with respect to an act or omission of
such director occurring prior to such repeal or modification.
ARTICLE XIII
TRANSACTIONS WITH DIRECTORS, OFFICERS, AND SHAREHOLDERS
The corporation hereby expressly elects not to be covered by the provisions
of the Washington Business Corporation Act, RCW 23B.17.020, limiting the
counting of votes of
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interested shareholders in certain transactions. The corporation may enter into
contracts and otherwise transact business as vendor, purchaser, or otherwise,
with its directors, officers, and shareholders and with corporations,
associations, firms, and entities in which they are or may be or become
interested as directors, officers, shareholders, members, or otherwise, as
freely as though such adverse interests did not exist, even though the vote,
action, or presence of such director, officer, or shareholder may be necessary
to obligate the corporation upon such contracts or transactions.
In the absence of knowing fraud, no such contract or transaction shall be
avoided and no such director, officer, or shareholder shall be held liable to
account to the corporation, by reason of such adverse interests or by reason of
any fiduciary relationship to the corporation arising out of such office or
stock ownership, for any profit or benefit realized by him or her through any
such contract or transaction. In the case of directors and officers of the
corporation (but not in the case of shareholders who are not directors or
officers), the nature of the interest of such director or officer, though not
necessarily the details or extent thereof, shall be disclosed or made known to
the Board of Directors of the corporation at the meeting thereof at which such
contract or transaction is authorized or confirmed. A general notice that a
director or officer of the corporation is interested in any corporation,
association, firm, or entity shall be sufficient disclosure as to such director
or officer with respect to all contracts and transactions with that corporation,
association, firm, or entity.
ARTICLE XIV
INCORPORATOR
The name and mailing address of the incorporator is as follows:
Name: Address:
---- --------
Jack G. Orr 3019 Narrows Place
Tacoma, WA 98407
ARTICLE XV
REGISTERED OFFICE AND AGENT
The address of the registered office of the corporation and the name of the
registered agent of the corporation at that address are as follows:
Name: Address:
---- --------
Jack G. Orr 3019 Narrows Place
Tacoma, WA 98407
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ARTICLE XVI
DIRECTORS
The number, qualifications, terms of office, manner of election, time and
place of meetings, and powers and duties of the directors shall be prescribed in
the Bylaws, but the number of original directors shall be three (3), and they
shall serve until the first meeting of the shareholders and until their
successors are elected and qualified, and their names and post office addresses
are as follows:
Name: Address:
---- --------
John Odegard 923 Powell Avenue SW, Suite 108
Renton, WA 98057
Mark Speno 923 Powell Avenue SW, Suite 108
Renton, WA 98057
Gregory B. Elderkin 923 Powell Avenue SW, Suite 108
Renton, WA 98057
ARTICLE XVII
BYLAWS
Both the shareholders of the corporation, by a majority vote of qualified
shares issued and outstanding, and the Board of Directors, by vote of a majority
of the whole Board, shall each have the power to adopt, make, amend, alter or
repeal the Bylaws of the corporation; but any Bylaw adopted by the Board may be
amended or repealed by the shareholders.
ARTICLE XVIII
REVISION OF THE ARTICLES
The corporation reserves the right to amend, alter, change or repeal any
provision contained in these Articles of Incorporation, in the manner now or
hereafter prescribed by law, and all rights and powers conferred in these
Articles of Incorporation on shareholders and directors are subject to this
reserved power.
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IN WITNESS WHEREOF, the undersigned incorporator, for the purpose of
forming a corporation pursuant to the Washington Business Corporation Act, does
make these Articles and has affixed his signature below on this 1st day of
September, 1998.
/s/ Jack G. Orr
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Jack G. Orr, Incorporator
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CONSENT TO SERVE AS REGISTERED AGENT
I, Jack G. Orr, do hereby consent to serve as registered agent in the State
of Washington for SFG MORTGAGE AND INVESTMENT COMPANY, 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 1ST day of September, 1998.
/s/ Jack G. Orr
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Jack G. Orr
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