Exhibit 3.14
ARTICLES OF INCORPORATION
OF
EVERGREEN EQUITY, INC.
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned do hereby
associate ourselves into a corporation under and pursuant to the provisions and
by virtue of the laws of the State of Nevada, as provided in the Corporation Act
of 1925, and all acts amendatory and supplemental thereto, and for that purpose
do hereby make, subscribe, acknowledge, certify and set forth as follows:
FIRST: That the name of the corporation shall be;
EVERGREEN EQUITY, INC.
SECOND: The principal office or place of business of the corporation
shall be located at One East First Street, Reno, Nevada, 89501, but the
corporation may maintain offices, agencies and places of business in any other
state in the United States and in foreign countries without restriction as to
place; and the corporation may keep such books, papers and records of the
corporation as are not required by law to be kept within the State of Nevada,
and as the Directors may find convenient, in such offices, agencies and places
of business.
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THIRD: The nature of the business to be transacted and the objects and
purposes to be promoted and carried on by the corporation shall be as follows:
(a) To engage generally in real estate development business; to
receive, manage, sell, improve and develop real property; to erect dwellings, or
other buildings, private or public, of all kinds and to sell or rent the same;
to buy, sell, mortgage, exchange, lease, let, hold for investment or otherwise,
use and operate real estate of all kinds, improved and unimproved, and any right
or interest therein; and to undertake and carry on any business transaction or
operation commonly undertaken or carried on by real estate developers. The
provisions in the clauses contained in this Article are to be construed both as
purposes and powers and shall, except when otherwise expressed in this Article
be in no wise limited or restricted by reference to or inference from the terms
of any clause of this, or of any other Article of these Articles, but each of
the purposes and powers specified in this Article shall be regarded as
independent purposes and powers; and the specification herein contained of
particular powers is not intended to be, and shall not be held to be, in
limitation of the general powers herein contained, or in limitation of the
powers granted to corporations under the laws of the State of Nevada, but is
intended to be, and shall be held to be, in furtherance thereof.
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(b) To perform services of every kind and nature authorized by law for
any person, firm, association or corporation. To enter into, make, perform and
carry out contracts of every kind and character with any person, firm,
association or corporation.
(c) To engage in and conduct every type of building and/or
construction and/or contracting work in the State of Nevada and in every state
and territory of the United States, and/or in any foreign country, including,
but not limited to the construction of all types of buildings, highways, mining
developments, irrigation works, naval and military installations, docks, piers,
airports, ranching and farming projects, and also to engage in every type and
manner of activity incidental thereto; and in connection with or independently
of the above, to own, lease and rent and/or in any manner deal with and trade in
every type and manner of motor vehicles, machinery, equipment, merchandise and
supplies, and to manage, operate and conduct every type and manner of business
in which such may be employed; to enter into every kind and manner of contract
and agreement concerning such work; to give and post bond for the faithful
performance thereof; and without limitation, except as may be imposed by law; to
do every act and thing necessary and/or required in the carrying on, operating
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and conducting of a general contracting business; to engage in the
transportation of passengers and commodities both intrastate and interstate, and
within the State of Nevada, and in any other state and territory in the United
States and/or in any foreign country; to build, rent, lease, buy, sell, own,
operate and manage machine shops, foundries, garages, service stations, depots,
hotels, restaurants, taxi cabs, stages, bus lines, freight lines, passenger and
transportation lines, railroads and steamships, and airlines.
(d) To manufacture, purchase, sell and deal in, export and import
personal property of all kinds other than and in addition to goods, wares and
merchandise hereinbefore set forth and described, and to pledge, hypothecate, or
to otherwise encumber the same in any manner whatsoever, or to borrow thereon,
in such ways and to such extent as may be prescribed or required by the laws of
any state of the United states or any other country.
(e) To mortgage, pledge, hypothecate and trade in all manner of goods,
wares, merchandise, commodities and products, including machinery and mechanical
appliances of every description.
(f) To acquire by purchase, lease or otherwise, the good will,
business, property, assets, franchises and rights, in whole or in part of any
person, firm, association or corporation; and to assume all or any of the
liabilities thereof and to pay for the same in cash, with the stock of this
corporation or its debentures, or bonds, of otherwise, and to
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hold, maintain, operate and conduct, as well as in any manner to dispose of, the
whole or any part of the property so acquired, but always in accordance with,
and subject to, the laws of the State of Nevada.
(g) To borrow money and contract debts when necessary for the
transaction of the business of the corporation, for the exercise of its
corporate rights, privileges or franchises, or for any other purpose of its
incorporation; also to issue bonds, promissory notes, bills of exchange,
debentures and other obligations and also evidences of indebtedness, payable at
specified time or times, or payable upon the happening of a specified event or
events, and when necessary to secure the same by mortgage, pledge or otherwise,
for money borrowed or goods purchased or for payment of property bought or
acquired or for any other lawful obligation; also to issue, sell and dispose of
certificates of investment or participation certificates, upon such terms and
under such conditions as are or may be prescribed by the laws of the State of
Nevada, or by the by-laws of the corporation.
(h) To loan the funds of the corporation upon notes, bonds, mortgages,
deeds of trust, debentures or other securities, or property, real, personal or
mixed, or otherwise.
(i) To receive, collect and dispose of principal and interest,
dividends, income, increment end profits upon or form all or any notes, stocks,
bonds, deeds of trust, debentures, securities, obligations and other property
held, owned or possessed by the corporation, or any other person, firm or
corporation an escrow or trustee or for the use and benefit of
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the corporation and to exercise in respect of all such stocks, bonds, mortgages,
deeds of trust, notes, debentures, obligations, securities and all other
property and any and all bonds, any and all rights of individual ownership
thereof.
(j) To purchase, acquire and to hold, use, operate, introduce, sell,
assign or otherwise dispose of, hire, let or license, any patents, patent
rights, licenses, trademarks, trade names, privileges, formulas, secret
processes, and any and all inventions, improvements and processes used in
connection with or secured under letters patent and grants of the United States
of America or any other country or government, and which may appear likely to be
advantageous or useful to the corporation, and to use, exercise, develop, and
grant licenses in respect of and to turn to account, manufacture, build and
construct under such patents, licenses, processes and the like, inventions and
improvements with the view of working and developing the same and effectuating
the foregoing objects or any thereof.
(k) To act as agent, attorney in fact, trustee, or in any other
representative capacity for other persons, firms or corporations.
(l) To guarantee, purchase, hold, sell, transfer, assign, mortgage,
pledge or otherwise dispose of the shares of the capital stock, or of any bonds,
securities or evidences of indebtedness, created by any other corporation or
corporations of the State of Nevada, or of any other state or government, and
while owner of such stocks to exercise all rights, powers and privileges of
ownership, including the right to vote thereon.
(m) To purchase, hold, sell, transfer and re-issue
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shares of its own stock, but always in accordance with, and as permitted by, the
laws of the State of Nevada, and the by-laws of the corporation.
(n) To enter into, make and perform contracts of every kind with any
person, firm, association or corporation, public private or municipal; or
anybody politic, and with any state or with the government of the United States
of any dependency thereof, as well as any foreign government; and in general to
carry on and conduct and engage in any business in connection with the
foregoing, either as manufacturer, dealer, principal, agent, or otherwise
permitted to corporations organized under the laws of Nevada.
(o) To establish, maintain, operate, conduct and carry on in the State
of Nevada and in any or all of the several states, territories, possessions and
dependencies of the United States, the District of Columbia, and in any foreign
country, its business or any part or parts thereof, and as many other
businesses, stores, plants, factories, mills, warehouses, offices, and agencies
as may be necessary or deemed expedient for the corporation and its business, as
well as for the extension, expansion and exploitation of the affairs, operation
and benefit of the corporation.
(p) And generally to do all and everything necessary, suitable,
convenient or proper for the accomplishment of any of the purposes or the
attainment of any of the objects or the furtherance of any of the powers
hereinbefore set forth, either alone of in association with other corporation,
firms, or individuals, and to do every other act or thing incidental or
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pertaining to or growing out of the aforesaid purposes or powers, and/or any of
them, provided the same be not inconsistent with the laws of the State of
Nevada; and also to exercise any and all of the powers conferred upon
corporations by the laws of the State of Nevada which now exist or which may be
hereafter conferred upon or granted to corprations by the laws of the said State
of Nevada.
(q) In furtherance and not in limitation of the powers conferred by
the laws of the State of Nevada, the Board of Directors is expressly authorized
from time to time to determine whether and to what extent and at what times and
places and under what conditions and regulations the books and accounts of this
corporation, or any of them other than the stock ledger, shall be open to
inspection of the stockholders, and no stockholder shall have the right to
inspect any account or book or document of the corpration, except as conferred
by law or authorized by Resolution of the Directors or of the Stockholders.
FOURTH: This corporation will issue one class of stock to be
designated as "non par"; there will be 2,500 shares issued without nominal or
par value. All or any part of the shares of the capital stock may be issued by
the corporation from time to time and for such consideration as may be
determined upon and fixed by the Board of Directors as provided by law. The
corporation shall have the first right to purchase any of the issued stock at a
value determined by the most recent year end
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accounting at book value per share.
FIFTH: The members of the governing board shall be known as Directors
and the number thereof shall be not less than Three (3), nor more than Nine (9),
the exact number to be fixed by the Bylaws of the corporation; provided, that
the number so fixed by the Bylaws may be increased or decreased within the
limit above specified from time to time by the Bylaws.
The names and post office addresses of the First Board, consisting of
Three (3) Directors, are as follows:
DELFORD M. SMITH 3850 Three Mile Lane
McMinnville, Oregon 97128
WARD R. EASON 3850 Three Mile Lane
McMinnville, Oregon 97128
WILLIAM V. SPICER 3850 Three Mile Lane
McMinnville, Oregon 97128
SIXTH: The capital stock, after the value thereof has been paid in,
shall be subject to no further assessment to pay debts of the corporation.
SEVENTH: The names and post office addresses of each of the
incorporators signing these Articles of Incorporation are as follows:
PAUL J. HOGAN 333 East 5th St., _207
Carson City, NV 89701
LORRAINE LEAHY 333 East 5th St., _207
Carson City, NV 89701
MARY JEAN GOWEN 333 East 5th St., _207
Carson City, NV 89701
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EIGHTH: This corporation is to have perpetual existence.
NINTH: In furtherance, and not in limitation of the powers conferred
by statute, the Board of Directors is expressly authorized:
Subject to the Bylaws, if any, adopted by the stockholders, to make,
alter or amend the Bylaws of the corporation;
To fix the amount to be reserved as working capital over and above its
capital stock paid in; to authorize and cause to be executed mortgages
and liens upon the real and personal property of this corporation;
From time to time, to determine whether, and to what extent, and at
what times and places, and under what conditions and regulations, the
accounts and books of this corporation (other than the original or
duplicate stock ledger), or any of them, shall be open to inspection
of stockholders, and no stockholder shall have any right of inspecting
any account, book or document of this corporation except as conferred
by statute, unless authorized by a Resolution of the stockholders or
directors;
By Resolution, or Resolutions, passed by a majority of the whole
board, to designate one or more committees, each committee to consist
of two or more of the directors of the corporation, which, to the
extent provided in said Resolution, or Resolutions, or in the Bylaws
of the corporation, shall have, and may exercise the powers of the
Board of Directors in the management of the business affairs of the
corporation, and may have power to authorize the seal of the
corporation to be affixed to all papers which may require it. Such
committee, or committees, shall have such name, or names, as may be
stated in the Bylaws of the corporation, or as may be determined by
resolution adopted by the Board of Directors;
Pursuant to the affirmative vote of the stockholders, of at least a
majority of the stock issued and outstanding, having voting power,
given at a stockholders' meeting duly called for that purpose, or when
authorized by the written consent of the holders of at least a
majority of the voting stock issued and outstanding, the Board of
Directors shall have power and authority,
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at any meeting, to sell, lease or exchange all of the property and
assets of this corporation, including its good will and its corporate
franchises, upon such terms and conditions as its Board of Directors
deem expedient and for the best interests of the corporation.
This corporation may, in its Bylaws, confer powers upon its Directors
in addition to the foregoing, and in addition to the powers and authorities
expressly conferred upon them by statute.
TENTH: Both Stockholders and Directors shall have power, if the Bylaws
so provide, to hold their meetings, and to have one or more offices within or
without the State of Nevada, and to keep the books of this corporation (subject
to the requirements of the statutes) outside the State of Nevada at such places
as may from time to time be designated by the Board of Directors.
ELEVENTH: This corporation reserves the right to amend, alter, change
or repeal any provision contained in these Articles of Incorporation, in the
manner now or hereafter prescribed by statute or by these Articles of
Incorporation, and all rights conferred upon stockholders herein are granted
subject to this reservation.
WE, THE UNDERSIGNED, being each of the original incorporators
hereinbefore named for the purpose of forming a corporation to do business both
within and without the State of Nevada, and in pursuance of the Corporation
Laws of the State of Nevada, being Chapter 177 of the Laws of 1925, and the acts
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amendatory thereof and supplemental thereto, do make and file this Certificate,
hereby declaring and certifying that the facts herein stated are true.
IN WITNESS WHEREOF, we accordingly have hereunto set our hands and
seals this 27th day of February, 1984.
/s/ Paul J. Hogan
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PAUL J. HOGAN
/s/ Lorraine Leahy
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LORRAINE LEAHY
/s/ Mary Jean Gowen
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MARY JEAN GOWEN
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