ARTICLES OF INCORPORATION
OF
PATS AIRCRAFT AND ENGINEERING CORPORATION
approved and received for record by the State Department of Assessments and
Taxation of Maryland February 23, 1977 at 8:30 o'clock A.M. as in conformity
with law and ordered recorded.
A 58872
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Recorded in Liber 2370, folio 174, one of the Charter Records of the
State Department of Assessments and Taxation of Maryland.
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Bonus tax paid $150.00 Recording fee paid $15.00
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To the clerk of the Circuit Court of Howard County
IT IS HEREBY CERTIFIED, that the within instrument, together with all
indorsements thereon, has been received, approved and recorded by the State
Department of Assessments and Taxation of Maryland.
AS WITNESS my hand and seal of the said Department at Baltimore.
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[SEAL]
ARTICLES OF INCORPORATION
OF
PATS AIRCRAFT AND ENGINEERING CORPORATION
WE, the undersigned HARVEY C. PATRICK, whose post office address is 5229
Windmill Lane, Columbia, Maryland 21044, RICHARD L. SCOTT, whose post office
address is 103 Talloway Court, Sykesville, Maryland 21784 and EDWARD G.
TINDELL, whose post office address is 566 Shipley Road, Linthicum, Maryland
21090, each being at least twenty-one years of age, do hereby associate
ourselves as incorporators with the intention of forming a corporation under
and by virtue of the general laws of the State of Maryland.
ARTICLE I - NAME
The name of the Corporation, hereinafter called the Corporation, is:
PATS AIRCRAFT AND ENGINEERING CORPORATION.
ARTICLE II - PURPOSES
The general nature of its business, and the purposes for which the
Corporation is formed, are as follows:
FIRST: The specific business in which the corporation is primarily to
engage is the manufacture, purchasing, sale and service of aircraft parts and
equipment.
SECOND: To engage in the manufacture, purchase and sale of aircraft
parts and equipment, and as such to service, manufacture, hold, purchase or
otherwise acquire, buy and sell both retail and wholesale, produce, secure,
receive, procure, make or otherwise dispose of, and generally deal in
aircraft equipment and supplies of all types and to conduct such business
either for its own account or as agent, factor, broker, middleman, commission
man or representative of others.
THIRD: To apply for, obtain purchase, or otherwise acquire any patents,
copyrights, licenses, trademarks, tradenames, rights, processes, formulae and
the like which might be used for any of the purposes of the Corporation; and
to use, exercise, develop, grant licenses in respect of, sell and otherwise
turn to account the same.
FOURTH: To purchase, lease or otherwise acquire, all or any part of the
property, rights, businesses, contracts, goodwill, franchise and assets of
every kind of any corporation, co-partnership or individual (including the
estate of a decedent), carrying on or having carried on in whole or in part
any of the aforesaid business or any other business that the Corporation may
be authorized to carry on, and to undertake, guarantee, assume and pay the
indebtedness and liabilities thereof, and to pay for any such property,
rights, business, contracts, goodwill, franchises or assets by the issue, in
accordance with the laws of Maryland of stock, bonds or other securities of
the Corporation or otherwise.
FIFTH: To acquire by purchase, or lease, or otherwise, lands and
interests in lands and to own, hold, improve, develop, and manage any real
estate so acquired and to erect or cause to be erected on any lands owned,
held or occupied by the Corporation buildings or other structures with their
appurtenances and to rebuild, enlarge, alter or improve any buildings or
other structures now or hereafter erected on any lands so owned, held or
occupied and to mortgage, sell, lease or otherwise dispose of any lands or
interests in lands and in buildings or other structures and any stores,
shops, suites, rooms or parts of any buildings or other structures at any
time owned or held by the Corporation.
SIXTH: To manage, sell, assign, transfer, lease, mortgage, pledge or
otherwise dispose of or turn to account or deal with all or any part of the
property of the Corporation, and from time to time to vary any investment or
employment of capital of the Corporation.
SEVENTH: To carry on and transact for itself or for account of others
the business of general merchants, general agents, manufacturers, buyers and
sellers of or dealers in natural products, raw materials, manufactured
products, marketable goods, wares and merchandise of every description.
EIGHTH: To purchase or otherwise acquire, hold and reissue shares of its
capital stock of any class; and to purchase, hold, sell, assign, transfer,
exchange, lease, mortgage, pledge or otherwise dispose of any shares of stock
or of voting trust certificates for any shares of stock of or any bonds or
other securities or evidences of indebtedness issued or created by any other
corporation or association organized under the laws of the State of Maryland
or of any other state, territory,
district, colony or dependency of the United States of America or of any
foreign country and while the owner or holder of any such shares of stock,
voting trust certificates, bonds or other obligations to possess and exercise
in respect thereof any and all rights, powers and privileges of ownership
including the right to vote on any shares of stock so held or owned and upon
a distribution of the assets or a division of the profits of this
Corporation, to distribute any such shares of stock, voting trust
certificates, bonds or other obligations or the proceeds thereof among the
stockholders of this Corporation.
NINTH: To carry out all or any part of the aforesaid purposes and to
conduct its business in all or any of its branches in any or all states,
territories, districts, colonies and dependencies of the United States of
America and in foreign countries and to maintain offices and agencies in any
or all states, territories, districts, colonies and dependencies of the
United States of America and in foreign countries.
The aforegoing enumeration of the purposes, objects and business of the
Corporation is made in furtherance and no in limitation of the powers
conferred upon the Corporation by law and is not intended by the mention of
any particular purpose, object or business in any manner to limit or restrict
the generality of any other purpose, object or business mentioned or to limit
or restrict any of the powers of the Corporation. The Corporation is formed
upon the articles, conditions and provisions herein expressed and subject
in all particulars to the limitations relative to corporations which are
contained in the general laws of this State.
ARTICLE III - ADDRESS AND RESIDENT AGENT
The post office address of the principal office of the Corporation in
Maryland is 7190 Oakland Hills Road, Columbia, Maryland 21046, and the name
and post office address of the resident agent of the Corporation in Maryland
is RICHARD L. SCOTT of 103 Talloway Court, Sykesville, Maryland, County of
Carroll, 21784. The resident agent is a citizen of Maryland and actually
resides therein.
ARTICLE IV - STOCK
The total number of shares of stock which the Corporation has authority
to issue is Five Hundred Thousand Shares at a par value of One Dollar ($1.00)
each of common voting stock, and Two Hundred Fifty Thousand Shares of One
Dollar ($1.00) par value Class A preferred non voting stock, non cumulative.
ARTICLE V - DIRECTORS
The number of directors of the Corporation shall be three (3), which
number may be increased or decreased pursuant to the by-laws of the
Corporation but shall never be less than three. The names of the directors
who shall act until the first meeting or until their successors are duly
chosen and take office are HARVEY O. PATRICK, RICHARD D. SCOTT and EDWARD C.
TINDELL.
The Directors of the Corporation shall be elected annually by the
stockholders at the regular annual meeting, and each stockholder will be
entitled to cast as many votes as shall equal the number of his shares of
stock; cumulative voting shall be allowed at all meetings of stockholders.
Stockholders may vote by proxy. The Board of Directors of the Corporation
shall have such powers as are necessary and incidental to carrying out the
purposes of the Corporation, except as otherwise limited by the by-laws of
the Corporation.
ARTICLE VI - OFFICERS
The executive officers of the Corporation shall be a president, a
vice-president, a secretary and a treasurer and any two of three offices may
be held by the same person except that the offices of president and
vice-president may not be held by the same person. Additional officers may be
appointed in the discretion of the Board of Directors. Executive officers
shall be elected by the Board of Directors by majority vote at the annual
meeting of the stockholders. The Officers of the Corporation shall have only
such powers as are granted to them by the by-laws of the Corporation or by
the Board of Directors by action taken at any regular or special meeting
thereof.
ARTICLE VII - BY-LAWS
The by-laws of the Corporation shall be made and enacted by the
stockholders at their first annual meeting, and no additions or amendments
thereto shall thereafter be made except by majority vote of the stockholders
at any annual or special meeting.
-4-
ARTICLE VIII - DURATION
The duration of the Corporation shall be perpetual.
IN WITNESS WHEREOF, we have hereunto affixed our hands and seals this
16th day of February, 1997.
WITNESS:
/s/ Richard L. Scott /s/ Harvey O. Patrick (SEAL)
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HARVEY O. PATRICK
/s/ Roy P. Abernathy /s/ Richard L. Scott (SEAL)
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RICHARD L. SCOTT
/s/ Richard L. Scott /s/ Edward C. Tindell (SEAL)
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EDWARD C. TINDELL
STATE OF MARYLAND, COUNTY OF HOWARD, TO WIT.
I HEREBY CERTIFY that on this 16th day of February, 1997, before me, the
Subscriber, a Notary Public of the State of Maryland, in and for the County
aforesaid, personally appeared HARVEY O. PATRICK, RICHARD L. SCOTT and EDWARD
G. TINDELL and they actually acknowledged the aforegoing ARTICLES OF
INCORPORATION to be their act.
AS WITNESS my hand and Notarial Seal.
/s/ Edna L. Fulton
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NOTARY PUBLIC
MY COMMISSION EXPIRES:
July 1, 1978