ARTICLES OF INCORPORATION
OF
PPI HOLDINGS, INC.
I, Tad Patton, the undersigned incorporator, hereby form and establish a
for profit corporation under the laws of the State of Kansas.
I
NAME
The name of the corporation is PPI Holdings, Inc.
II
PURPOSE
The purpose of the corporation is to engage in any lawful act or activity
for which corporations may be organized under the Kansas general corporation
code.
III
CAPITAL STOCK
The total number of shares of stock which the corporation shall have
authority to issue is 10,000,000 shares of common stock, and such shares are to
be without par value.
IV
BOARD OF DIRECTORS
The names and mailing addresses of the persons who are to serve as
directors of the corporation until the first annual meeting of stockholders or
until a successor or successors are elected and qualified are as follows:
NAME MAILING ADDRESS
---- ---------------
Bill L. Allen 1643 South Maize Road
Wichita, KS 67209-3998
Jack E. Argetsinger 1643 South Maize Road
Wichita, KS 67209-3998
Merle J. Harris 1643 South Maize Road
Wichita, KS 67209-3998
Edward A. Markel 1643 South Maize Road
Wichita, KS 67209-3998
Donald G Zerbe 1643 South Maize Road
Wichita, KS 67209-3998
Directors need not be elected by written ballot unless required by the bylaws of
the corporation.
V
BYLAWS
In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized to adopt, amend or repeal bylaws
of the corporation.
VI
REGISTERED OFFICE AND RESIDENT AGENT
The name of the corporation's resident agent, and the address of its
registered office in Sedgwick County, Kansas is:
NAME ADDRESS
---- -------
Bill L. Allen 1643 South Maize Road
Wichita, KS 67209-3998
VII
LIMITATION OF DIRECTOR LIABILITY
No director of this corporation shall be personally liable to this
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that this provision shall not eliminate or limit
the liability of a director.
A. for any breach of the director's duty of loyalty to this corporation
or its stockholders;
B. for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;
C. under the provisions of K.S.A. 17-6424 and amendments thereto; or
D. for any transaction from which the director derived an improper
personal benefit.
2
VIII
CUMULATIVE VOTING NOT PERMITTED
At all elections of directors of this corporation and for the purposes of
all other matters upon which stockholders are entitled to vote, each stockholder
shall be entitled to as many votes as shall equal the number of shares of stock
held by that stockholder. No cumulative voting shall be permitted.
IX
INCORPORATOR
The name and mailing address of the incorporator is:
NAME MAILING ADDRESS
---- ---------------
Tad Patton 151 North Main, Suite 800
Wichita, Kansas 67202-1409
IN WITNESS WHEREOF, I have hereunto set my name this 14th day of February,
1997
/s/ Tad Patton
------------------------
Tad Patton
STATE OF KANSAS )
)ss:
COUNTY OF SEDGWICK )
The foregoing instrument was acknowledged before me this 14th day of
February, 1997, by Tad Patton.
[SEAL] /s/ Darlene M. Mauldin
--------------------------
Notary Public, State of Kansas
My Appointment Expires: 10-11-97
---------------
3
CERTIFICATE OF AMENDMENT
TO THE ARTICLES OF INCORPORATION OF
PPI HOLDINGS, INC.
------------------
I, Donald G. Zerbe, President of PPI Holdings, Inc., a Kansas Corporation
(the "Corporation"), do hereby certify that by unanimous consent in writing on
April 16, 1997, the Board of Directors of the Corporation adopted the following
resolution setting forth the proposed Amendment to the Articles of Incorporation
and declaring its advisability:
"RESOLVED, that Article VIII of the Articles of Incorporation of the
Corporation be amended by deleting the present Article VIII in its entirety
and substituting the following Article VIII in lieu thereof:
ARTICLE VII
CUMULATIVE VOTING
At all elections of directors of this corporation, each holder of
stock shall be entitled to as many votes as shall equal the number of
votes which such holder would be entitled to cast for the election of
directors with respect to such holder's shares, multiplied by the
number of directors to be elected. The holder of stock may cast all
such votes for a single director or may distribute them among two or
more directors as the stockholder sees fit. The candidates for
director receiving the highest number of votes, up to the number of
directors to be elected, shall be elected.
I further certify that, pursuant to the aforesaid resolutions and in
accordance with provisions of K.S.A. 17-6602, the shareholders of the
Corporation adopted such resolution by unanimous written consent.
IN WITNESS WHEREOF, I subscribe my name this 16th day of April, 1997.
/s/ Donald G. Zerbe
--------------------------------
Donald G. Zerbe, President
ATTEST:
/s/ Bill L. Allen
- --------------------------------
Bill L. Allen, Secretary
STATE OF KANSAS )
)ss:
COUNTY OF SEDGWICK )
Personally appeared before me, a Notary Public in and for Sedgwick County,
Kansas, Donald G. Zerbe and Bill L. Allen, who are personally known to me to be
the same persons who executed the foregoing instrument in writing, and duly
acknowledged the execution of the same.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 16th day of
April, 1997.
/s/ Theron E. Fry
--------------------------------
Notary Public
My appointment expires:
--------------------
[SEAL]