Exhibit 3.3
ARTICLES OF INCORPORATION
FOR
THE COMPUTER PLACE, INC.
We, the undersigned, have associated ourselves for the purpose of
forming a corporation under the laws of the State of Arizona, and hereby adopt
the following Articles of Incorporation:
ARTICLE I - NAME
The name of this corporation shall be THE COMPUTER PLACE, INC.
ARTICLE II - PURPOSE
The purpose for which this corporation is organized is the transaction
of any and all lawful business for which corporations may be incorporated under
the laws of the State of Arizona, as they may be amended from time to time.
ARTICLE III - INITIAL BUSINESS
The corporation initially intends to conduct the business of the
wholesale and retail marketing of computer hardware, software and related
products and the furnishing of computer programming, and systems analysis and
consulting services.
ARTICLE IV - AUTHORIZED CAPITAL
The corporation shall have authority to issue a total of 400,000 shares
of common stock at a par value of One Dollar {$1.00) per share.
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ARTICLE V - PREEMPTIVE RIGHTS
The holders from time to time of the capital stock of the corporation
shall have preemptive rights, provided, however, that no resolution of the Board
of Directors authorizing the issuance of stock to which preemptive rights shall
attach may require such rights to be exercised within less than sixty (60) days.
ARTICLE VI - KNOWN PLACE OF BUSINESS
The known place of business of the corporation shall be 1550 East
University Drive, Suite F-1, Mesa, Arizona 85203.
ARTICLE VII - STATUTORY AGENT
The name and address of the initial statutory agent of the corporation
is J. Stanley Martineau, P.C., 650 West Southern, Suite Nine, Mesa, Arizona
85202.
ARTICLE VIII - BOARD OF DIRECTORS
The business and affairs of this corporation shall be conducted by a
Board of Directors consisting of one or more members. The initial Board shall
consist of one director whose name and address is as follows:
Joseph Dean McLarney
16533 E. Tremaine Street
Gilbert, Arizona 85234
Thereafter, the Board shall be elected at the regular annual meeting of
the shareholders. The Board of Directors, in addition to their general powers,
and without any action on the part of the shareholders, shall have power to
increase or decrease the number of directors and shall have the power to make,
amend or substitute Bylaws governing the corporation.
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ARTICLE IX - INCORPORATORS
The names and addresses of the incorporators of this corporation are as
follows:
Joseph Dean McLarney
16533 E. Tremaine Street
Gilbert, Arizona 85234
J. Stanley Martineau
650 W. Southern, Suite 9
Mesa, Arizona 85202
ARTICLE X - REPURCHASE OF SHARES
The Board of Directors may, from time to time, cause the corporation to
purchase its own shares to the extent of the unreserved and unrestricted earned
and capital surplus of the corporation.
ARTICLE XI - PERSONAL LIABILITY
The incorporators, shareholders, subscribers for shares, directors and
officers of this corporation shall be under no obligation to the corporation or
its creditors, and their personal property shall be forever exempt from the
debts and obligations of the corporation.
ARTICLE XII - DIVIDENDS
The Board of Directors may authorize the payment of dividends to the
shareholders of any class of stock and may authorize payment in the shares of
the same of any other class of stock.
ARTICLE XIII - DISTRIBUTIONS FROM CAPITAL SURPLUS
The corporation shall indemnify any person who incurs expenses by
reason of the fact that he or she was or is an offi-
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cer, director, employee or agent of the corporation. This indemnification shall
be mandatory in all circumstances in which indemnification is permitted by law.
Provided, however, the corporation shall have the right to refuse
indemnification in any instance in which the person to whom indemnification
would otherwise have been applicable shall have unreasonably refused to permit
the corporation, at its own expense and through counsel of its own choosing, to
defend him or her in connection with any such claim or action.
ARTICLE XV - DURATION
After proper qualification of the corporation in Arizona, its existence
shall be perpetual.
ARTICLE XVI - SMALL BUSINESS CORPORATION
This corporation shall be a small business corporation as defined in
Section 1244(c)(2) of the Internal Revenue Code of 1954 as amended.
IN WITNESS WHEREOF, We, the undersigned, have hereunto signed our names
and set forth our addresses this 23 day of May, 1983.
/s/ Joseph Dean McLarney
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Joseph Dean McLarney
/s/ J. Stanley Martineau
-------------------------
J. Stanley Martineau
"Incorporators"
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