NOTE-ARTICLES MAY BE PREPARED INDEPENDENTLY OF THIS FORM.
THIS FORM TO BE USED IF SPACE IS ADEQUATE.
ARTICLES OF INCORPORATION
We, the undersigned, incorporation, hereby associate ourselves together to
form and establish a corporation FOR profit under the laws of the State of
Kansas.
FIRST: The Name of the Corporation is Precision Pattern Incorporated
SECOND: The Location of its Principal Place of Business in this state is
607 South Tracy, Wichita, Kansas
*THIRD: The location of its Registered Office in this State is
607 South Tracy Wichita Sedgwick
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(Number) (Street) (Town or City) (County)
*FOURTH: The Name and Address of its Resident Agent in this State is
H. Russell Bomhoff
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(Individual or Corporation)
607 South Tracy Wichita Sedgwick
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(Number) (Street) (Town or City) (County)
FIFTH: This Corporation is organized FOR profit and the nature of its
business is:
(a) To operate what is commonly known as a pattern shop connected with the
aircraft industry.
(b) To manufacture, buy, acquire, own, lease, sell, import, export, or
otherwise deal in, either at wholesale or retail, either upon consignment or
otherwise, generally, goods, wares, commodities, merchandise and property of
every kind and description.
(c) To enter into, maintain operate or carry on in all of its branches the
business of mining and of drilling, exploring for, producing, refining,
treating, distilling, manufacturing, handling, and dealing in, buying and
selling petroleum, oil, natural gas, and any and all other mineral and
hydrocarbon substances and any and all products or by-products which may be
derived therefrom.
(d) To transact a general investment business and without limiting the
generality of the foregoing, to buy, sell, lease, rent, subdivide, develop,
alter, improve, operate and manage real property, and to acquire by purchase or
otherwise, and to invest, receive, hold, own deal in, sell, exchange, assign,
transfer, mortgage, pledge or otherwise dispose of all forms of securities
including stocks, bonds, debentures, notes, evidences of indebtedness and other
similar instruments and rights issued or created by corporations, domestic
or foreign, associations, firms, trustees, syndicates and individuals, either as
principal, agent or factor.
(e) To buy, exchange, contract, lease, and in any and all other ways
acquire take, hold, own, and deal in, sell, mortgage, lease or otherwise dispose
of lands, mining claims, mineral rights, leasehold rights, oil wells, gas wells,
oil lands, gas lands and other real property and the rights and interests in and
to real property and to manage, operate, maintain, improve and develop the said
properties and each and all of them.
(f) To engage in and carry on and undertake any other lawful business
and to do any lawful act concerning any and all businesses for which
corporations may be organized for profit under the laws of the State of
Kansas; to contract accordingly and to exercise and have all powers conferred
upon corporations organized for profit under the laws of the State of Kansas,
now or hereafter in effect; provided, however, the corporation shall not in
any state, territory, district, possession or country, carry on any business,
or exercise any powers which a corporation organized under the laws thereof
could not carry on or exercise.
(g) To do everything necessary and proper, advisable, or convenient for
the accomplishment of the foregoing purposes, and to do all other things
incidental to them or connected with them that are not forbidden by the laws
of the State of Kansas or by these Articles of Incorporation.
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Address of Resident Agent and Registered Office, as set forth in the
above THIRD and FOURTH paragraphs of Articles of Incorporation must be
the same. (Cla. 17, Art. 44. 1959 Supp.)
SIXTH: The total amount of capital of this corporation is $300,000.00 and
the total number of shares into which it is divided is as follows: (Describe
fully the class or classes of stock and the value of each.)
30,000 shares of common stock, class_______par value of $10.00 dollars each
__________shares of__________stock, class_______par value of________dollars each
__________shares of__________stock, class_______without nominal or par value and
consideration thereof $_________________________________________________________
__________shares of__________stock, class_______without nominal or par value and
consideration thereof $_________________________________________________________
Statement of all or any of the designations and the powers, preferences and
rights and the qualifications, limitations or restrictions thereof, in respect
to any class____________________________________________________________________
Stockholders owning stock in this corporation after said stock has been
issued and fully paid for shall not be liable personally or individually for
the payment of corporate debts, stockholders shall have all powers and rights
that are available to stockholders under the laws of the State of Kansas.
There shall be reserved to the corporation the first right to purchase and
acquire the stock of a selling stockholder before sale to a stockholder or
non-stockholder of the corporation. If the corporation does not desire to
purchase stock then the stock shall be offered to existing stockholders on
pro-rata basis. Should any stockholder decide not to take any such stock
then the stock may be pro-rated between the stockholders desiring to purchase
the stock.
Statement of Grant of Authority, as may be desired to be given to the Board
of Directors, if given.
The Board of Directors shall have all the usual and customary powers of the
Board of Directors of a Kansas Corporation only as restricted and defined by the
By-laws of this Corporation.
SEVENTH: The Amount of Capital with which this Corporation will commence
business is
One Thousand ($1,000.00) Dollars
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(Not less Than One Thousand Dollars ($1,000)
EIGHTH: The Names and Places of Residence (P.O. Address) of each of the
INCORPORATIONS:
H. Russell Bomhoff 607 S. Tracy Wichita, Kansas
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Elgeva I. Bomhoff 607 S. Tracy Wichita, Kansas
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Janice L. Bomhoff 607 S. Tracy Wichita, Kansas
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NINTH: The Term for which this Corporation is to exist is ONE HUNDRED
YEARS.
TENTH: The Number of Directors shall be not less than three nor more than
ten.
IN TESTIMONY WHEREOF, We have hereunto subscribed our names this 21st day
of October, A.D. 1968
/s/ H. Russell Bomhoff
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H. Russell Bomhoff
/s/ Elgeva I. Bomhoff
-----------------------------
Elgeva I. Bomhoff
/s/ Janice L. Bomhoff
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Janice L. Bomhoff
STATE OF KANSAS, )
)ss.
COUNTY OF SEDGWICK )
Personally appeared before me, a Notary Public in and for Sedgwick County,
Kansas, the above-named H. Russell Bomhoff, Elgeva I. Bomhoff and Janice L.
Bomhoff who are personally known to me to be the same persons who executed the
foregoing instrument of writing, and duly acknowledged the execution of the
same.
IN TESTIMONY WHEREOF, I have hereunto
subscribed my name and affixed my official
seal, this 21st day of October, A.D. 1968
/s/ Barbara Hanson
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Barbara Hanson Notary Public
My commission expires: October 20, 1970
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[SEAL]
[SEAL]
OFFICE OF SECRETARY OF STATE
Received PRECISION PATTERN INCORPORATED and deposited in the State Treasury,
fees on these Articles of Incorporation as follows:
OCTOBER 25, 1968 Application fee..................$25.00
Filing and Recording Fee.........$ 2.50
Capitalization Fee...............$ 200.00
/s/ [Illegible]
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Secretary of State
By: /s/ [Illegible]
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Assistant Secretary of State
CERTIFICATE OF AMENDMENT
OF THE ARTICLES OF INCORPORATION OF
PRECISION PATTERN INCORPORATED
------------------------------
I, Edward A. Markel, President of Precision Pattern Incorporated, a Kansas
corporation (the "Corporation"), do hereby certify that by unanimous consent in
writing on July 15, 1997, in accordance with the provisions of K.S.A. 17-6602,
the Board of Directors and the shareholders of the Corporation adopted the
following resolution setting forth the proposed Amendment to the Articles of
Incorporation and declaring its advisability:
"RESOLVED, that Articles of Incorporation of Precision Pattern Incorporated
be amended by amending the Article I to read as follows:
ARTICLE I
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NAME
----
The name of the Corporation is Precision Pattern, Inc.
IN WITNESS WHEREOF, I subscribe my name this 15th day of July, 1997.
/s/ Edward A. Markel
------------------------------
Edward A. Markel, President
ATTEST:
/s/ Bill L. Allen
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Bill L. Allen, Secretary
STATE OF KANSAS )
)ss:
COUNTY OF SEDGWICK )
Personally appeared before me, a Notary Public in and for Sedgwick County,
Kansas, Edward A. Markel, President, and Bill L. Allen, Secretary of Precision
Pattern Incorporated, 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.
/s/ Glenda Shank
------------------------------
Notary Public
My appointment expires: 7-23-2001
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[SEAL]