EXHIBIT NO. 3.15
ARTICLES OF INCORPORATION
OF
MISSION SUPPLY COMPANY
The undersigned natural person of the age of eighteen (18) years or more
for the purpose of forming a corporation under the "General Corporation Code of
Kansas," adopts the following Articles of Incorporation.
ARTICLE I
The name of the corporation is:
MISSION SUPPLY COMPANY
ARTICLE II
The address of the corporation's initial registered office in the State of
Kansas is 10990 Roe Avenue, Overland Park, Johnson County, Kansas 66207; and the
name of said corporation's initial registered agent at such address is Philip B.
Green.
ARTICLE III
The aggregate number of shares, including all classes of stock, which the
corporation shall have authority to issue is Ten Thousand (10,000) shares, all
of which shall be common stock of $1.00 par value.
ARTICLE IV
No holder of common shares of this corporation shall be entitled as of
right to subscribe for, purchase, or receive any part of any new or additional
issue of stock of any class, whether now or hereafter authorized, or of any
bonds, debentures, or other securities convertible into stock of any class, and
all such additional shares of stock, bonds, debentures or other securities
convertible into stock may be issued and disposed of by the Board of Directors
to such person or persons and on such terms and for such consideration (so far
as may be permitted by law) as the Board of Directors, in their absolute
discretion, may deem advisable.
ARTICLE V
The names and places of residence of the incorporator is as follows:
NAME MAILING ADDRESS
- ---- ---------------
Philip B. Green 10990 Roe Avenue
Overland Park, Kansas 66207
ARTICLE VI
The Board of Directors of the corporation shall consist of four (4)
persons.
ARTICLE VII
The duration of the corporation is perpetual.
ARTICLE VIII
The nature of the business and the objects and purposes for which the
corporation is formed is to engage in any lawful act or activity for which
corporation may be organized under the General Corporation Code, including by
way of elaboration and not of limitation, all of the hereinafter mentioned
things, to-wit:
(1) To buy or otherwise acquire, own, hold, develop, lease, sell,
operate, or otherwise dispose of and to mortgage or otherwise encumber real
property and personal property of all kinds, and without limitation
thereon.
(2) To borrow money and for such purpose, to execute notes, bonds,
debentures, or any other form of evidence of indebtedness and to secure the
payment of the same by mortgage, deed of trust, or other form of
encumbrance, pledge or other form of hypothecation.
(3) To purchase, acquire, own, hold, sell, assign, transfer or
otherwise dispose of, mortgage, pledge or otherwise encumber, shares of
stock of this corporation or any other corporation.
(4) To purchase or otherwise acquire, lease, assign, grant, issue,
pledge, mortgage, or otherwise dispose of, deal in, and make contracts
regarding licenses, franchises, trade-names, trademarks, concessions,
inventions, formulae, improvements, processes of any nature whatsoever,
copyrights and letters patent of the United States or any foreign
countries, and to accept, grant and revoke licenses or franchises granted
thereunder.
(5) To purchase, or otherwise acquire, sell, transfer, mortgage,
pledge, in any manner dispose of, or deal and trade in, or to manufacture
or prepare for market, goods, wares, merchandise, materials, supplies,
foodstuffs, beverages and other personal property of all kinds.
(6) To acquire the business, good will, rights and property, permits
and licenses, and the whole or any part of the assets and liabilities of
any person, firm,
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association or corporation; to pay for the same in cash or in stocks or
bonds of this corporation, and to conduct in any lawful manner the whole or
any part of the business so acquired; and to exercise all powers necessary
or convenient in and about the conduct and management of such business.
(7) To acquire by purchase or subscription or in exchange for shares
of its own stock or otherwise, and to own, hold, hold for investment, deal
in or with, guarantee, secure the payment and satisfaction of, endorse,
assign, transfer in trust, pledge, hypothecate, mortgage, or otherwise
dispose of shares of stock, voting trust certificates for shares of stock,
bonds, coupons, debentures, debenture stock, notes, trust receipts,
mortgages, deeds of trust, or any other securities or other obligations or
evidences of indebtedness of any person, or of any corporation,
organization, firm or association to aid in any manner or any way, any such
person, corporation, organization, firm or association whose shares of
stock, bonds, coupons, debentures, debenture stock, notes, trust receipts,
mortgages, deeds of trust, or any other securities or other obligations or
evidences of indebtedness are so held, or in any manner guaranteed by the
corporation or otherwise, and to do any other acts or things for the
preservation or protection, improvement or enhancement of the value of any
such shares of stock, voting trust certificates for shares of stock, bonds,
coupons, debentures, debenture stock, notes, trust receipts, mortgages,
deeds of trust, and other securities and obligations and evidences of
indebtedness or otherwise.
(8) To draw, make, accept, endorse, discount, guarantee, execute and
issue promissory notes, bills of exchange, checks, drafts, warrants, bills
of lading, warehouse receipts, and all kinds of obligations and
certificates of negotiable or transferable instruments.
(9) To issue shares of any class of the capital stock, voting trust
certificates for shares of stock, bonds, coupons, debentures, debenture
stock, notes, trust receipts, and any other securities and other
obligations and evidences of indebtedness of the corporation, for cash, for
labor costs, for property, real or personal, or for leases or rentals
thereof, or for any combination of any of the foregoing, or in exchange for
the stock, voting trust certificates for shares of stock, bonds, coupons,
debentures, debenture stock,
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notes, trust receipts, or any other securities or other obligations or
evidences of indebtedness of any person, firm, association, corporation or
organization.
(10) To loan money, and to take notes, trust receipts or other
obligations or evidences of indebtedness therefor either without security
or secured by debentures, bonds, mortgages, deeds of trust, pledges or
otherwise.
(11) To organize or cause to be organized in any state, territory,
dependency, province or nation, a corporation or corporations for the
purpose of accomplishing any or all of the objects for which the
corporation is organized, and to wind up, liquidate, merge, consolidate or
dissolve any such corporation or corporations or to cause the same to be
wound up, liquidated, merged, consolidated or dissolved.
(12) To enter into, make, perform and carry out contracts of every
kind, for any lawful purpose, with any person, corporation, organization,
firm or association.
(13) To procure the prosecution, defense and settlement of actions at
law or in equity.
(14) To have one or more offices to carry on any or all of its
operations and businesses.
(15) To do any and all things hereinbefore set forth, and, in
addition, such other acts and things as are necessary convenient or proper
for, or incidental to, the attainment of the purposes of the corporation,
or any of them; to carry on any other business which can be conveniently
carried on in connection with the foregoing; to purchase or otherwise
acquire and undertake, all or any part of the business, property, and
liability of any persons or corporations carrying on any kind of business
which this corporation is authorized to carry on; to enter into
partnership, joint enterprise, or into any arrangement for sharing profits,
or otherwise cooperate with any person or corporation carrying on, or about
to carry on, or any business or transaction capable of being conducted so
as, directly or indirectly, to benefit this corporation.
To the end of the foregoing, to have and to exercise all of the powers
which may be had and exercised by corporations organized under the "General
Corporation Code of Kansas."
(16) The foregoing clauses shall be construed both as objects and
powers; and it is hereby expressly provided that the foregoing enumeration
of specific powers shall
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not be held to limit or restrict in any manner the powers of the
corporation; and it is intended that the purposes, objects and powers
specified in each of the clauses of this Article VIII of these Articles of
Incorporation shall, except as otherwise expressly provided, in no way be
limited to, restricted by reference to, or inference under the terms of any
other clause of this Article or of any other Article of these Articles of
Incorporation, but that, except as otherwise expressly provided, each of
the purposes, objects and powers specified in this Article and eace of the
Articles of or clauses of these Articles of Incorporation shall be regarded
as independent purposes, objects and powers.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 27th day
of October, 1980.
/s/ PHILIP B. GREEN
------------------------
PHILIP B. GREEN
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STATE OF KANSAS )
) ss.
COUNTY OF JOHNSON )
On this 27th day of October, 1980, before me, Marie N. McMeans, a Notary
Public, personally appeared Philip B. Green, to me known to be the person
described in and who executed the foregoing instrument, and acknowledged that he
executed the same as his free act and deed.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year last above written.
/s/ MARIE N. MCMEANS
------------------------
Notary Public in and for
Said County and State
My appointment expires:
9/1/81
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CHANGE OF LOCATION OF REGISTERED OFFICE
AND/OR
CHANGE OF RESIDENT AGENT
We, Lloyd C. Brandt Executive Vice President and Philip B. Green Assistant
Secretary of MISSION SUPPLY COMPANY a corporation organized and existing under
and by virtue of the laws of the State of KANSAS do hereby certify that at a
Special meeting of the Board of Directors of said corporation held
(Regular or Special)
on the 30th Day of March 1981 the following resolution was duly adopted.
Be it resolved that the Registered Office in the State of Kansas of said
corporation be changed from
10990 Roe Ave., Overland Park Johnson Kansas 66207
(Street and Number) (Town or City) (County) (State) (Zip Code)
the same being of record in the office of the Secretary of State of Kansas to
First National Bank Building, c/o The Corporation Company, Inc., Topeka Shawnee Kansas 66603
(Street and Number) (Town or City) (County) (State) (Zip Code)
Be it further resolved that the Resident Agent of said corporation in the
State of Kansas be changed from Philip B. Green
(Individual or Corporation)
10990 Roe Ave., Overland Park Johnson Kansas 66207
(Street and Number) (Town or City) (County) (State) (Zip Code)
the same being of record in the office of the Secretary of State of Kansas to
THE CORPORATION COMPANY, INC.
(Individual or Corporation)
First National Bank Building Topeka Shawnee Kansas 66603
(Street and Number) (Town or City) (County) (State) (Zip Code)
The President and Secretary are hereby authorized to file and record the
same in the manner as required by law.
/s/ LLOYD C. BRANDT
-----------------------------------------
Lloyd C. Brandt, Executive Vice-President
/s/ PHILIP B. GREEN
-----------------------------------------
Philip B. Green, Asst. Secretary
STATE OF KANSAS
COUNTY OF JOHNSON ss.
Be it remembered, that before me, Carol J. Douglas, a Notary Public in and for
(Name of Notary)
the County and State aforesaid, came Lloyd C. Brandt, Executive Vice President
and Philip B. Green Assistant Secretary of MISSION SUPPLY COMPANY a corporation,
personally known to me to be the persons who executed the foregoing instrument
of writing as Executive Vice President and Assistant Secretary respectively, and
duly acknowledged the execution of the same this 30th day of March 1981.
/s/ CAROL J. DOUGLAS
----------------------------------
Notary Public
My commission or appointment expires April 24, 1981.
PLEASE NOTE: This form must be filed in duplicate.
Address of Resident
Agent and Registered Office, as set forth above, must be the
same.
The statutory fee for filing is $20.00 and must accompany this
form.
Mail this document, with payment, to:
SECRETARY OF STATE
Capitol, 2nd Floor
Topeka, KS 66612