EXHIBIT 3.11
ARTICLES OF INCORPORATION
OF
BARNES MACHINE, INC.
I, the undersigned person, of the age of eighteen years or more, as
incorporator of a corporation under the Washington Business Corporation Act,
adopt the following Articles of Incorporation for such corporation:
ARTICLE 1. NAME
The name of this corporation is BARNES MACHINE, INC.
ARTICLES 2. DURATION
The period of its duration is perpetual.
ARTICLE 3. PURPOSES
The corporation is organized for the following purposes:
(a) To operate a general machine shop and small manufacturing business for
the public and other businesses.
(b) To engage in any other business, trade or activity which may lawfully
be conducted by a corporation organized under the Washington Business
Corporation Act.
(c) To engage in all activities and to exercise any and all powers
authorized or permitted to be done by a corporation under any laws that may be
now or hereafter applicable or available to this corporation.
The foregoing clauses of this Article 3 shall each be construed as purposes
and powers, and the matters expressed in each clause shall be in no way limited
or restricted by reference to or inference from the terms of any other clauses,
but shall be regarded as independent purposes and powers; and nothing contained
in these clauses shall be deemed in any way to limit or exclude any power, right
or privilege given to this corporation by law or otherwise.
ARTICLE 4. SHARES
This corporation shall have authority to issue 50,000 shares of common
stock, and each share shall have a par value of $1.00.
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ARTICLES 5. DIRECTORS
The number of directors of this corporation shall be fixed by the bylaws
and may be increased or decreased from time to time in the manner specified
therein. The initial Board of Directors shall consist of two directors, and the
names and addresses of the persons who shall serve as directors until the first
annual meeting of shareholders and until their successors are elected and
qualify unless they resign or are removed are:
ROBERT E. BARNES E. 161 Woodland Dr.
Shelton, WA 98584
J. JOY BARNES E. 161 Woodland Dr.
Shelton, WA 98584
ARTICLE 6. CONTRACTS IN WHICH DIRECTORS HAVE INTEREST
Any contract or transaction between this corporation and one or more of its
directors or any corporation, firm, association or other entity of which one or
more of its directors are stockholders, members, directors, officers or
employees or in which they are interested, shall be valid for all purposes,
notwithstanding the presence of such director or directors at the meeting of the
Board of Directors which acts in reference to such contract or transaction and
notwithstanding his or their participation in such action, by voting or
otherwise, even though his or their presence or vote, or both, might have been
necessary to obligate this corporation upon such contract or transaction;
provided, that the fact of such interest shall be disclosed to or known by the
Directors acting on such contract or transaction.
ARTICLE 7. BYLAWS
The Board of Directors shall have the power to adopt, amend or repeal the
bylaws for this corporation, subject to the power of the shareholders to amend
or repeal such bylaws.
ARTICLE 8. REGISTERED OFFICE AND AGENT
The address of the initial registered office of this corporation is E. 161
Woodland Drive, Shelton, Mason County, WA 98584, and the name of its initial
registered agent at the same address is ROBERT E. BARNES.
ARTICLE 9. PREEMPTIVE RIGHTS
Preemptive rights shall not exist with respect to shares of stock or
securities convertible into shares of stock of this corporation.
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ARTICLE 10. CUMULATIVE VOTING
The right to cumulate votes in the election of directors shall not exist
with respect to shares of stock of this corporation.
ARTICLE 11. AMENDMENTS OF ARTICLES OF INCORPORATION
The corporation reserves the right to amend or repeal any provisions
cotnained in these Articles of Incorporation in any manner now or hereafter
prescribed by law and the rights of the shareholders of this corporation are
granted subject to this reservation.
ARTICLE 12. INCORPORATORS
The name and address of the incorporator is as follows:
J. JOY BARNES E. 161 Woodland Drive
Shelton, WA 98584
IN WITNESS WHEREOF, the incorporator has signed these Articles of
Incorporation this 19 day of JANUARY, 1982.
J. JOY BARNES /s/ J. JOY BARNES
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STATE OF WASHINGTON )
COUNTY OF MASON ) SS.
On this day personally appeared before me J. JOY BARNES, to me known to be
the individual described in and who executed the within and foregoing instrument
and acknowledged that she signed the same as her free and voluntary act and
deed, for the uses and purposes therein mentioned.
GIVEN UNDER MY HAND AND OFFICIAL SEAL THIS 19TH day of JANUARY, 1982.
/s/ CONNIE L. BEIN
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Notary Public in and for the State of Washington,
residing at Shelton.
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