EXHIBIT 3.7
ARTICLES OF INCORPORATION
OF
BRITTAIN MACHINE, INC.
We, the undersigned incorporators, hereby associate ourselves together to
form and establish a corporation FOR PROFIT under the laws of the State of
Kansas , and hereby make and issue these Articles of Incorporation this day and
year last below written.
FIRST: The name of the corporation is:
BRITTAIN MACHINE, INC.
SECOND: The location of its principal place
of business is:
5211 East Pawnee
Wichita, Sedgwick County, Kansas.
THIRD: The location of its registered
office in this state is :
1041 North Waco
Wichita, Sedgwick County, Kansas.
FOURTH: The name and address of its resident
agent in this state is:
Richard H. Rumsey
1041 North Waco
Wichita, Sedgwick County, Kansas.
FIFTH: The corporation is organized FOR
PROFIT and the nature of its business is :
To manufacture, fabricate, buy, sell, process, exchange, trade, adapt,
alter, prepare and deal in and with any and all wares and merchandise of any
kind. This corporation may acquire,
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buy, sell, trade, rent, deal or process all such merchandise, supplies,
materials and other articles as shall be necessary and incidental to such
business.
To purchase, contract for, acquire , sell , convey, lease , mortgage,
dispose of, and otherwise deal in and with, within or outside the State of
Kansas, property, real or personal, tangible or intangible, or any interest
therein, for investment or otherwise, and to purchase, erect and maintain
buildings or other improvements, including the real estate upon which the same
are or may be situated.
To lease, rent, buy, sell , transfer and otherwise use and deal in and with
real and personal property of any and all kinds and natures.
To improve, manage, develop, 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, vary any investment
or employment of capital of the corporation.
To engage in the loan and investment business. Without limitation of the
foregoing, the corporation shall have the power to borrow and loan money,
secured or unsecured, and to take and give notes, open accounts, debentures and
other evidences of debt, or property, real or personal, tangible or intangible,
or rights, interests or shares therein, as collateral security therefor. The
corporation may buy, sell, hold, and deal in and with all types of notes,
mortgages and other documents of any kind.
To buy, sell, deal in and with real estate of all kinds and natures, both
directly and indirectly, and as broker and agent.
To apply for, obtain, register, purchase, lease or otherwise to hold, use,
develop, operate, introduce and to sell, assign, grant licenses or territorial
rights in respect to, or to otherwise turn
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to account or dispose of or deal in copyrights, trade names, trademarks, brands,
labels, patent rights of the United States Government or of any other country or
government, inventions, improvements, designs, proceeds licenses and privileges
of any kind or nature. This corporation may engage, without limitation, in the
buying, selling and holding of any and all kinds of insurance and any and all
acts related or incidental thereto.
To have one or more offices, and to exercise any or all of its corporate
powers and rights, in the State of Kansas and in the various other states ,
territories , colonies and dependencies of the United States, in the District of
Columbia, and in all or any foreign countries.
The enumeration herein of the objects and purposes of this corporation
shall be construed as powers as well as objects and purposes, and shall not be
deemed to exclude by inference any powers, objects or purposes which this
corporation is empowered to exercise, whether expressly or by force of the laws
of the State of Kansas, now or hereafter in effect, or implied by the reasonable
construction of laws.
To do all and every thing necessary, suitable and proper for the
accomplishment of any of the business or any of the objects, or the furtherance
of any of the powers herein set forth, either alone or in association with any
other corporations, firms or individuals, and to do every other act or acts,
thing or things, incident or appurtenant to, or growing out of or connected with
the aforesaid business or powers or any part or parts thereof provided the same
be not inconsistent with the laws under which this corporation is organized.
In addition, the purpose of the corporation is to engage in any lawful act
or activity for which the corporation may be organized under the Kansas
Corporation Code.
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SIXTH: The total amount of capital of this corporation is Three Hundred
Thousand Dollars ($300,000.00) , and is divided into three hundred thousand
(300,000) shares, at One Dollar ($1 .00) per share.
STATEMENT OF THE POWERS, PREFERENCES, RIGHTS AND QUALIFICATIONS,
LIMITATIONS OR RESTRICTIONS IN RESPECT TO ANY CLASS OF STOCK:
(a) Any and all dividends shall be based upon the corporation's net profits
as determined by the Board of Directors, and may be paid within sixty (60) days
after the end of each fiscal year, and at such other times as the Board of
Directors may direct.
(b) The voting power of the capital stock of the corporation shall be
vested wholly in the holders of the shares of common capital stock. Each
common stockholder shall, except as herein specifically provided, at every
meeting of the stockholders be entitled to one vote, in person or by proxy,
for each full share of eligible voting capital stock held by such stockholder.
(c) The rules, regulations, forms and limitations relating to proxies, the
closing of stock transfer books, fixing of record dates, and notice and voting
lists may be determined by the Board of Directors.
(d) Unless specifically waived by the directors at either a special or
annual meeting, in the event any stockholder desires to dispose of any of his
stock during his lifetime, he shall first give written notice to that effect to
the other stockholders and to the corporation. Thereafter, the stockholders
shall have twenty-five (25) days after receipt of such notice to purchase such
stock. Each stockholder shall have the right within such time to purchase such
portion of the stock offered for sale as the number of shares owned by him at
such time shall bear to the total number
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of shares owned by all of the other stockholders; provided, however, that if any
stockholder does not purchase his full proportionate allotment of the stock, the
unaccepted stock may be purchased by the other stockholders. If all of the
offered stock is not purchased before the expiration of the said period, the
offering stockholder may dispose of any remaining offered shares in any lawful
manner, except that he shall not sell any such shares to any other person
without first giving the corporation and the other stockholders the right to
purchase them at the price and on the terms offered by such other person. Any
shares not purchased within the above period by the stockholders shall be
offered to the corporation at the price established by the directors, and the
corporation shall have the right within thirty days thereafter to purchase such
stock.
(e) The private property of the stockholders shall not be subject to the
payment of debts of this corporation.
(f) The stockholders may approve stock option purchase plans, stock
incentive or investment plans or other like arrangements for existing
stockholders, officers or any other persons, and upon such terms and with such
rights and subject to such limitations as the stockholders, in their absolute
discretion, may determine to be fair. Once such a plan has been approved by the
stockholder, paragraph SIXTH (d) shall not apply to stock issued under said
plan.
(g) Whenever a compromise or arrangement is proposed between this
corporation and its creditors, or any class of them, secured or unsecured, or
between this corporation and its stockholders, or any class of them, any Court,
State or Federal, of competent jurisdiction within the State of Kansas may, on
the application (in a summary way) of this corporation, or of any creditors,
secured or unsecured, or stockholders thereof, or upon the application of
trustees in
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dissolution, or on the application of any receiver or receivers appointed for
this corporation by any Court, State or Federal, of competent jurisdiction,
order a meeting of the creditors, or class of creditors, secured or unsecured,
or of the stockholders, or class of stockholders of this corporation, as the
case may be, to be summoned in such manner as said Court directs. If a majority
in number representing three-fourths in value of the creditors, or class of
creditors or of the common stockholders, or class of stockholders, of this
corporation, as the case may be, agree to any compromise or arrangement, the
said compromise or arrangement and the said reorganization shall, if sanctioned
by the Court to which the application has been made, be binding on all of the
creditors, or class of creditors, or on all the stockholders, or class of
stockholders, of this corporation, as the case may be, and also on this
corporation.
AUTHORITY GIVEN TO THE BOARD OF DIRECTORS:
(a) All elections of directors may be had by ballot or by viva voce, or by
the showing of hands, as the Board of Directors may by resolution, from time to
time, determine, unless a stockholder requests in writing at least five (5) days
prior to the date of any meeting for the election of directors that the election
be held by written ballot.
(b) All meetings of stockholders may be held within or outside the State of
Kansas, as the Board of Directors may from time to time determine, unless
otherwise fixed by the bylaws.
(c) The power to amend, alter, or repeal the bylaws shall be vested, in the
Board of Directors. In addition, the Board of Directors may and they are hereby
authorized to place such qualifications, restrictions and limitations upon
voting powers and upon stock to be issued hereunder as the Board, in its
absolute discretion, may consider to be in the best interests of the existing
stockholders and the corporation.
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(d) The Board of Directors is empowered to authorize issuance of the stock
as set forth in paragraph numbered SIXTH at any time, and from time to time, in
such amounts and for such consideration and in such series and subject to the
limitations, herein contained, and with such special rights and qualifications,
limitations or restrictions thereof as shall by resolution of the Board of
Directors be adopted.
(e) The Board of Directors may enter into such agreements, hire such
employees and agents and approve, ratify and take such action, not specifically
limited herein, as may, in their absolute discretion, be necessary to manage,
operate, run, and further the purposes of this corporation. Directors and
officers of this corporation may act in a like capacity with any other
corporation.
SEVENTH: The amount of capital with which this corporation shall commence
business is a sum in excess of TEN THOUSAND DOLLARS ($10,000.00).
EIGHTH: The names and addresses of the incorporators are:
Dewey L. Brittain
1815 Anita
Wichita, Sedgwick County, Kansas;
Charles D. Brittain
3402 Everett
Wichita, Sedgwick County, Kansas.
NINTH: The number of directors shall be not less than two nor more than
fifteen (15).
IN TESTIMONY WHEREOF, we have hereunto subscribed our names of these
Articles of Incorporation this 28th day of June, 1974.
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/s/ DEWEY L. BRITTAIN
---------------------------
Dewey L. Brittain
/s/ CHARLES D. BRITTAIN
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Charles D. Brittain
STATE OF KANSAS )
) ss.
SEDGWICK COUNTY )
BE IT REMEMBERED, that on this 28th day of June, 1974, before me, a Notary
Public in and for the county and state aforesaid, personally appeared Dewey L.
Brittain and Charles D. Brittain, known to me to be the same persons who
executed the above and foregoing Articles of Incorporation of Brittain Machine,
Inc., and such persons duly acknowledged the execution of the same as their free
and voluntary act and deed for the uses and purposes therein set forth.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my
notarial seal the day and year last above written.
/s/ NOTARY PUBLIC
---------------------------
Notary Public
My commission expires:
8/28/77
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