EXACT COPY
FILED
STATE OF WASHINGTON
SEP 22 1992
RALPH MUNRO
SECRETARY OF STATE
ARTICLES OF INCORPORATION
OF
STRATFORD SOFTWARE CORPORATION, USA
ARTICLE I
NAME
The name of this corporation is Stratford Software Corporation, USA.
ARTICLE II
DURATION
This corporation is organized under the Washington Business Corporation
Act and shall have perpetual existence.
ARTICLE III
PURPOSE
This corporation is organized for the purpose of engaging in any
business, trade or activity which may be conducted lawfully by a corporation
formed under the Washington Business Corporation Act.
ARTICLE IV
CAPITAL STOCK
4.1 The corporation shall have authority to issue in the aggregate
50,000,000 shares of common stock.
4.2 The Board of Directors shall have the authority to issue shares of
this corporation's capital stock and the certificates therefor, subject to such
transfer restrictions and other limitations as it may deem necessary to promote
compliance with applicable federal and state securities laws, and to regulate
the transfer thereof in such manner as may be calculated to promote such
compliance.
ARTICLE V
CUMULATIVE VOTING
Shareholders entitled to vote at any election of directors shall have the
right to vote, in person or by proxy, the number of shares they are entitled to
cast for as many persons as there are directors to be elected. No cumulative
voting for directors shall be permitted.
ARTICLE VI
PREEMPTIVE RIGHTS
No shareholder of this corporation shall have, as such holder, any
preemptive or preferential right or subscription right to any stock of this
corporation or to any obligations convertible into stock of this corporation, or
to any warrant or option for the purchase thereof, except to the extent provided
by resolution or resolutions of the Board of Directors establishing a series of
preferred stock or by written agreement with this corporation.
ARTICLE VII
SHAREHOLDER VOTING REQUIREMENTS FOR CERTAIN TRANSACTIONS;
TRANSACTIONS WITH INTERESTED SHAREHOLDERS
7.1 To be adopted by the shareholders, the following actions must be
approved by each voting group of shareholders entitled to vote thereon by
two-thirds (2/3rds) of all the votes entitled to be cast by that voting group;
(a) Amendment of the Articles of Incorporation;
(b) A plan of merger or share exchange;
(c) The 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
(d) Dissolution of the corporation.
7.2 This corporation elects to be covered by the provisions of Section
23B.17.020 of the Washington Business Corporation Act concerning transactions
with interested shareholders, as therein defined, and as such Section may be
amended or replaced, whether or not this corporation may at any time have fewer
than three hundred (300) holders of record of its shares.
ARTICLE VIII
DIRECTORS
8.1 The number of directors of the corporation shall be fixed as
provided in the Bylaws and may be changed from time to time by amending the
Bylaws.
8.2 The Board of Directors is expressly authorized to make, alter, and
repeal the Bylaws of the corporation, subject to the power of the shareholders
of the corporation to change or repeal such Bylaws.
8.3 Any vacancy occurring in the Board of Directors (whether caused by
resignation, death, an increase in the number of directors, or otherwise) may be
filled as specified in the Bylaws.
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8.4 To the fullest extent permitted by the Washington Business
Corporation Act, as it exists on the date hereof or may hereafter be amended, a
director of this corporation shall not be personally liable to the corporation
or its shareholders for monetary damages for conduct as a director. Any
amendment to or repeal of this Article shall not adversely affect a director of
this corporation with respect to any conduct of such director occurring prior to
such amendment or repeal.
ARTICLE IX
INDEMNIFICATION
9.1 RIGHT TO INDEMNIFICATION. Each individual (hereinafter an
"indemnitee") who was or is made a party or is threatened to be made a party to
or is otherwise involved (including, without limitation, as a witness) in any
actual or threatened action, suit or proceeding, whether civil, criminal,
administrative or investigative and whether formal or informal (hereinafter a
"proceeding"), by reason of the fact that he or she is or was a director or
officer of the corporation or, that while serving as a director or officer of
the corporation, he or she is or was also serving at the request of the
corporation as a director, officer, partner, trustee, employee or agent of
another foreign or domestic corporation or of a foreign or domestic partnership,
joint venture, trust, employee benefit plan or other enterprise, whether the
basis of the proceeding is alleged action in an official capacity as such a
director, officer, employee, partner, trustee, or agent or in any other capacity
while serving as such director, officer, employee, partner, trustee, or agent,
shall be indemnified and held harmless by the corporation to the full extent
permitted by applicable law as then in effect, against all expense, liability
and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts to be paid in settlement) incurred or suffered by such
indemnitee in connection therewith, and such indemnification shall continue as
to an indemnitee who has ceased to be a director, officer, employee, partner,
trustee, or agent and shall inure to the benefit of the indemnitee's heirs,
executors and administrators; provided, however, that no indemnification shall
be provided to any such indemnitee if the corporation is prohibited by the
Washington Business Corporation Act or other applicable law as then in effect
from paying such indemnification; and provided, further, that except as provided
in Section 9.2 of this Article with respect to proceedings seeking to enforce
rights to indemnification, the corporation shall indemnify any such indemnitee
in connection with a proceeding (or part thereof) initiated by such indemnitee
only if a proceeding (or part thereof) was authorized or ratified by the Board
of Directors. The right to indemnification conferred in this Section 9.1 shall
be a contract right and shall include the right to be paid by the corporation
the expenses incurred in defending any proceeding in advance of its final
disposition (hereinafter an "advancement of expenses"). Any advancement of
expenses shall be made only upon delivery to the corporation of a
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written undertaking (hereinafter an "undertaking"), by or on behalf of such
indemnitee, to repay all amounts so advanced if it shall ultimately be
determined by final judicial decision from which there is no further right to
appeal that such indemnitee is not entitled to be indemnified for such expenses
under this Section 9.1 and upon delivery to the corporation of a written
affirmation (hereinafter an "affirmation") by the indemnitee of his or her good
faith belief that such indemnitee has met the standard of conduct necessary for
indemnification by the corporation pursuant to this Article.
9.2 RIGHT OF INDEMNITEE TO BRING SUIT. If a written claim for
indemnification under Section 9.1 of this Article is not paid in full by the
corporation within sixty days after the corporation's receipt thereof, except in
the case of a claim for an advancement of expenses, in which case the applicable
period shall be twenty days, the indemnitee may at any time thereafter bring
suit against the corporation to recover the unpaid amount of the claim. If
successful in whole or in part, in any such suit or in a suit brought by the
corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the indemnitee shall be entitled to be paid also the expense of
prosecuting or defending such suit. The indemnitee shall be presumed to be
entitled to indemnification under this Article upon submission of a written
claim (and, in an action brought to enforce a claim for an advancement of
expenses, where the required undertaking and affirmation have been tendered to
the corporation) and thereafter the corporation shall have the burden of proof
to overcome the presumption that the indemnitee is so entitled. Neither the
failure of the corporation (including the Board of Directors, independent legal
counsel or the shareholders) to have made a determination prior to the
commencement of such suit that indemnification of the indemnitee is proper in
the circumstances nor an actual determination by the corporation (including the
Board of Directors, independent legal counsel or the shareholders) that the
indemnitee is not entitled to indemnification shall be a defense to the suit or
create a presumption that the indemnitee is not so entitled.
9.3 NONEXCLUSIVITY OF RIGHTS. The right to indemnification and the
advancement of expenses conferred in this Article IX shall not be exclusive of
any other right which any person may have or hereafter acquire under any
statute, provision of the Articles of Incorporation or Bylaws of the
corporation, general or specific action of the Board of Directors, contract or
otherwise.
9.4 INSURANCE, CONTRACTS AND FUNDING. The corporation may maintain
insurance, at its expense, to protect itself and any individual who is or was a
director, officer, employee or agent of the corporation or who, while a
director, officer, employee or agent of the corporation, is or was serving at
the request of the corporation as a agent of another foreign or domestic
corporation,
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partnership, joint venture, trust, employee benefit plan or other enterprise
against any expense, liability or loss asserted against or incurred by the
individual in that capacity or arising from the individual's status as a
director, officer, employee or agent, whether or not the corporation would have
the power to indemnify such person against such expense, liability or loss under
the Washington Business Corporation Act. The corporation may enter into
contracts with any director, officer, employee or agent of the corporation in
furtherance of the provisions of this Article and may create a trust fund, grant
a security interest or use other means (including, without limitation, a letter
of credit) to ensure the payment of such amounts as may be necessary to effect
indemnification as provided in this Article.
9.5 INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE CORPORATION. The
corporation may, by action of the Board of Directors, grant rights to
indemnification and advancement of expenses to employees and agents of the
corporation with the same scope and effect as the provisions of this Article
with respect to the indemnification and advancement of expenses of directors and
officers of the corporation or pursuant to rights granted pursuant to, or
provided by, the Washington Business Corporation Act or otherwise.
9.6 PERSONS SERVING OTHER ENTITIES. Any individual who is or was a
director, officer or employee of the corporation who, while a director, officer
or employee of the corporation, is or was serving (a) as a director or officer
of another foreign or domestic corporation of which a majority of the shares
entitled to vote in the election of its directors is held by the corporation,
(b) as a trustee of an employee benefit plan and the duties of the director
or officer to the corporation also impose duties on, or otherwise involve
services by, the director or officer to the plan or to participants in or
beneficiaries of the plan or (c) in an executive or management capacity in a
foreign or domestic partnership, joint venture, trust or other enterprise of
which the corporation or a wholly owned subsidiary of the corporation is a
general partner or has a majority ownership or interest shall be deemed to be
so serving at the request of the corporation and entitled to indemnification
and advancement of expenses under this Article.
ARTICLE X
OTHER MATTERS
10.1 The initial Board of Directors of this corporation shall
consist of the following person:
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Name Address
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Tom McKie c/o Michael Varabioff
999 Canada Place, Suite 500
Vancouver, B.C., Canada V6C 3C8
10.2 The initial registered office of the corporation shall be 1011
Western Avenue, 10th Floor, Seattle, Washington, 98104-1023; and the registered
agent at such address shall be Keven J. Davis.
10.3 The incorporator is Keven J. Davis, whose address is 1011 Western
Avenue, 10th Floor, Seattle, Washington, 98104-1023. The powers and liabilities
of the incorporator shall terminate upon the filing of these Articles of
Incorporation.
10.4 Except as otherwise provided in these Articles, as amended from
time to time, the corporation reserves the right to amend, alter, change, or
repeal any provision contained in these Articles in any manner now or hereafter
prescribed or permitted by statute. All rights of shareholders of the
corporation are subject to this reservation.
Executed this 21st day of September, 1992.
/s/ Keven J. Davis
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Keven J. Davis, Incorporator
CONSENT TO SERVE AS REGISTERED AGENT
I hereby consent to serve as Registered Agent in the State of Washington
for the above-named corporation. 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 immediately to notify
the office of the Secretary of State in the event of my resignation or of any
change in the registered office address of the corporation for which I am agent.
/s/ Keven J. Davis
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Keven J. Davis, Registered Agent
1011 Western Avenue, 10th Floor
Seattle, WA 98104-1023
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