Exhibit 3.35
ARTICLES OF INCORPORATION
OF
CHAMPAGNE INDUSTRIES, INC.
I, the undersigned, a natural person more than eighteen years of age,
of Morrato, Bieging, Burrus & Colantuno, P.C., 5350 South DTC Parkway, Building
52, Englewood, Colorado 80111, acting as an incorporator in order to organize
and establish a corporation under and pursuant to the Colorado Corporation Code,
hereby adopt the following Articles of Incorporation:
ARTICLE I
NAME
The name of the corporation is: Champagne Industries, Inc.
ARTICLE II
TERM OF EXISTENCE
The period of duration of the corporation shall be perpetual.
ARTICLE III
PURPOSE
The purpose for which the corporation is organized is the transaction
of all lawful business for which corporations may be incorporated pursuant to
the Colorado Corporation Code.
ARTICLE IV
POWERS
In furtherance of the purposes set forth in Article III of these
Articles of Incorporation, the corporation shall have and may exercise all of
the rights, powers, and privileges now or hereafter conferred upon corporations
organized under and pursuant to the laws of the State of Colorado, including,
but not limited to, the power to enter into general partnerships, limited
partnerships (whether the corporation be a limited or general partner), joint
ventures, syndicates, pools, associations and other arrangements for carrying on
the
purposes set forth in Article III of these Articles of Incorporation, jointly
or in common with others. In addition, the corporation may do everything
necessary, suitable or proper for the accomplishment of its corporate
purposes.
ARTICLE V
CAPITAL STOCK
A. AUTHORIZED SHARES. The aggregate number of shares which the
corporation shall have authority to issue is 50,000 shares of common stock,
all of which shall be without par value. All shares of common stock shall be
fully paid stock and not liable to any call of assessment.
B. TRANSFER RESTRICTIONS. The corporation shall have the right by
appropriate action to impose restrictions upon the transfer of any shares of
its common stock, or any interest therein, from time to time issued, provided
that such restrictions as may from time to time be so imposed or notice of
the substance thereof shall be set forth upon the face or back of the
certificates representing such shares of common stock.
C. PREEMPTIVE RIGHTS. The holders of the shares of the common stock
of the corporation shall not be entitled as of right to purchase or subscribe
for any unissued or treasury shares of any class, or any additional shares of
any class to be issued by reason of any increase of the authorized shares of
the corporation of any class, or any bonds, certificates of indebtedness,
debentures, or other securities, rights, warrants or options convertible into
shares of the corporation or carrying any right to purchase shares of any
class in accordance with their proportionate equity in the corporation.
D. CUMULATIVE VOTING. The cumulative system of voting for directors
or for any other purpose shall not be allowed.
ARTICLE VI
BOARD OF DIRECTORS
The Board of Directors of the corporation shall consist of not less
than three (3) members who need not be shareholders of the corporation nor
residents of the State of Colorado; except that there need be only as many
directors as there are shareholders in the event that the outstanding shares
are held of record by fewer than three (3) shareholders.
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The names and addresses of the persons who are to serve as the initial
Board of Directors of the corporation until the first annual meeting of
shareholders, and until their successors shall be elected and shall qualify, are
as follows:
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Donald A. Sloane David Hilliard
5380 East Sanford 5350 South DTC
Circle Parkway
Englewood, CO 80112 Englewood, CO 80111
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Joseph McAdams Thomas Bowen
5350 South DTC 5350 South DTC
Parkway Parkway
Englewood, CO 80111 Englewood, CO 80111
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Steve Dobler
5350 South DTC
Parkway
Englewood, CO 80111
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ARTICLE VII
BYLAWS
The Board of Directors or shareholders shall have the power to make and
adopt such prudent Bylaws for the government of the corporation not inconsistent
with the laws of the State of Colorado or with these Articles for the purpose of
regulating and carrying on the business of the corporation. The Board of
Directors or shareholders, from time to time, may change, alter or amend the
same as may be beneficial to the interests of the corporation.
ARTICLE VIII
CONTRACTS
A. No contract or other transaction between the corporation and one or
more of its directors or any other corporation, firm, association, or entity in
which one or more of its directors are directors or officers or are financially
interested shall be either void or voidable solely because of such relationship
or interest, or solely because such directors are present at the meeting of the
board of directors or a committee thereof which authorizes, approves, or
ratifies such contract or transaction, or solely because their votes are counted
for such purpose if:
1. The fact of such relationship or interest is disclosed or
known to the board of directors or committee which authorizes,
approves, or ratifies the contract or transaction by a vote or consent
sufficient for the purpose without counting the votes or consents of
such interested directors;
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2. The fact of such relationship or interest is disclosed or
known to the shareholders entitled to vote and they authorize, approve,
or ratify such contract or transaction by vote or written consent; or
3. The contract or transaction is fair and reasonable to the
corporation.
B. Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the board of directors or a committee
thereof which authorizes, approves, or ratifies such contract or transaction.
ARTICLE IX
INDEMNIFICATION OF DIRECTORS
Any person made a party to any civil action, suit or proceeding by
reason of the fact that he or his predecessors- in-interest is or was an officer
or director of the corporation shall be indemnified by the corporation against
judgment, fines or penalties, amounts paid in settlement, and reasonable
expenses, including attorney's fees, actually and necessarily incurred by him in
connection with the defense of such action, suit or proceeding or in connection
with any appeal therein, except in relation to matters as to which it shall be
adjudged in such action, suit or proceeding that such director or officer is
liable for gross negligence or intentional or reckless misconduct in the
performance of his duties. Indemnification is not available to an officer or
director if, under the circumstances, it would be contrary to public policy,
federal or state statute, or any governmental rule, regulation or policy.
ARTICLE X
CORPORATE ASSETS
In addition to the other powers now or hereafter conferred upon the
Board of Directors by these Articles of Incorporation, the Bylaws of the
corporation, or by the laws of the State of Colorado, the Board of Directors
may from time to time distribute to the shareholders in partial liquidation,
out of the stated capital or the capital surplus of the corporation, a
portion of the corporate assets, in cash or in kind; subject, however, to the
limitations contained in the Colorado Corporation Code.
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ARTICLE XI
REGISTERED OFFICE
The address of the initial registered office of the corporation is 5380
East Sanford Circle, Englewood, CO 80112, and the name of the initial registered
agent of the corporation at such address is Donald A. Sloane.
ARTICLE XII
AMENDMENTS
The corporation reserves the right to amend, alter, change or repeal
any provision contained in, or to add any provision to, its Articles of
Incorporation from time to time, in any manner now or hereafter prescribed or
permitted by the Colorado Corporation Code, and all rights and powers conferred
upon directors and shareholders hereby are granted subject to this reservation.
ARTICLE XIII
VOTING REQUIREMENTS
When, with respect to any action to be taken by the shareholders of
this corporation, the Colorado Corporation Code requires the vote or concurrence
of the holder of two-thirds of the outstanding shares, or the shares entitled to
vote thereon, such action may be taken by a majority of such outstanding shares,
or shares entitled to vote thereon.
ARTICLE XIV
INCORPORATOR
The name and address of the incorporator of the corporation is as
follows:
Jeffrey H. Katz
5350 South DTC Parkway
Englewood, CO 80111
IN WITNESS WHEREOF, I, the undersigned, being the sole incorporator
designated in Article XIII of these Articles of Incorporation, have executed
these Articles of Incorporation as of the 11th day of March, 1986.
/s/ Jeffrey H. Katz
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Jeffrey H. Katz
STATE OF COLORADO )
) ss.:
COUNTY OF ARAVANOE )
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I, Brenda L. Beck, a Notary Public, hereby certify that Jeffrey H.
Katz, known to me to be the person whose name is subscribed to the annexed
and foregoing Articles of Incorporation, appeared before me this day in
person and each being by me first duly sworn, acknowledged and declared that
he signed said Articles of Incorporation as his free and voluntary act and
deed for the uses and purposes therein set forth and that the statements
contained are true.
My Commission Expires: January 8, 1990
WITNESS my hand and official seal this 11th day of March, 1986.
/s/ Brenda L. Beck
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NOTARY PUBLIC
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