Exhibit 3.22
ARTICLES OF INCORPORATION
OF
EVERGREEN HOLDINGS, INC.
The undersigned natural person of the age of eighteen years or more, acting
as incorporator of a corporation under the Oregon Business Corporation Act,
adopts the following Articles of Incorporation:
ARTICLE 1. NAME
The name of the corporation is EVERGREEN HOLDINGS, INC.
ARTICLE 2. DURATION
The period of the corporation's duration shall be perpetual.
ARTICLE 3. PURPOSES AND POWERS
The purpose for which the corporation is organized is to engage in any
business, trade or activity which may lawfully be conducted by a corporation
organized under the Oregon Business Corporation Act.
The corporation shall have the authority to engage in any and all such
activities as are incidental or conducive to the attainment of the purposes of
the corporation and to exercise any and all powers authorized or permitted
under any laws that may be now or hereafter applicable or available to the
corporation.
ARTICLE 4. SHARES
The corporation shall have authority to issue 10,000,000 shares of voting
common stock, no par value.
ARTICLE 5. REGISTERED OFFICE AND AGENT
The name of the initial registered agent of the corporation and the address
of its registered office are as follows:
Glenn L. Albus
3850 Three Mile Lane
McMinnville, OR 97128
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ARTICLE 6. LIMITATION OF DIRECTOR LIABILITY
To the fullest extent that the Oregon Business Corporation Act, as it
exists on the date hereof or may hereafter be amended, permits the limitation or
elimination of the liability of directors, a director of the corporation shall
not be liable to the corporation or its shareholders for any monetary damages
for conduct as a director. Any amendment to or repeal of this Article or
amendment to the Oregon Business Corporation Act shall not adversely affect any
right or protection of a director of the corporation for or with respect to any
acts or omissions of such director occurring prior to such amendment or repeal.
ARTICLE 7. INDEMNIFICATION
To the fullest extent not prohibited by law, the corporation: (i) shall
indemnify any person who is made, or threatened to be made, a party to an
action, suit or proceeding, whether civil, criminal, administrative,
investigative, or otherwise (including an action, suit or proceeding by or in
the right of the corporation), by reason of the fact that the person is or was a
director of the corporation, and (ii) may indemnify any person who is made, or
threatened to be made, a party to an action, suit or proceeding, whether civil,
criminal, administrative, investigative, or otherwise (including an action, suit
or proceeding by or in the right of the corporation), by reason of the fact that
the person is or was an officer, employee or agent of the corporation, or a
fiduciary (within the meaning of the Employee Retirement Income Security Act of
1974), with respect to any employee benefit plan of the corporation, or serves
or served at the request of the corporation as a director or officer of, or as a
fiduciary (as defined above) of an employee benefit plan of, another
corporation, partnership, joint venture, trust or other enterprise. This Article
shall not be deemed exclusive of any other provisions for the indemnification of
directors, officers, employees, or agents that may be included in any statute,
bylaw, agreement, resolution of shareholders or directors or otherwise, both as
to action in any official capacity and action in any other capacity while
holding office, or while an employee or agent of the corporation. For purposes
of this Article, "corporation" shall mean the corporation incorporated hereunder
and any successor corporation thereof.
ARTICLE 8. INCORPORATOR
The name and address of the incorporator are:
Glenn L. Albus
3850 Three Mile Lane
McMinnville, OR 97128
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ARTICLE 9. NOTICES
The address where the State of Oregon Corporation Division may mail notices
to the corporation is:
Glenn L. Albus
3850 Three Mile Lane
McMinnville, OR 97128
The undersigned incorporator has executed these Articles of Incorporation
this 14th day of April, 1997.
/s/ Glenn L. Albus
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Glenn L. Albus, Incorporator
The name and telephone number of the person to contact about this filing
are:
Karen M. Dodge
(503) 727-2000
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