WAG SERVICES, INC.
ARTICLES OF INCORPORATION OF WAG Services, Inc.
Pursuant to §10-201, et seq., of the Arizona Revised Statutes, the undersigned hereby adopts the following Articles of Incorporation.
ARTICLE I The name of the Corporation shall be WAG Services, Inc., and the initial place of business shall be 8121 W. Harrison St., Tolleson, AZ 85353-3328.
ARTICLE II The purposes for which this Corporation is organized is the transaction of any or all kind of lawful business for which corporations may be incorporated under the laws of the State of Arizona, and this Corporation shall be deemed for all purposes to have the authority and power to transact all or any such matter and kind of business. The Corporation initially intends to engage in the customer service and support related to tarps, linings and covers.
ARTICLE III The Incorporators of the Corporation and their addresses are as follows: Richard L. Carter, 2040 E. Knox Rd., Tempe, AZ 85284-3505; Rodney Tuinstra, 4548 E. Carmen St., Phoenix, AZ 85044-5501.
ARTICLE IV The authorized capital stock of this Corporation shall be One Million (1,000,000) shares of common stock, having no par value. The shares of capital stock of this Corporation shall be issuable for such considerations as is specified by the Board of Directors in its sole discretion (provided the same is not inconsistent with applicable law or the express provisions of these Articles), and upon receipt by this Corporation of the consideration so specified, the shares so issued shall be deemed to be fully paid and nonassessable for all purposes. Neither the shares so issued nor their holders shall have any preferential or preemptive rights with respect to other shares of this Corporation’s capital stock except as hereinafter expressly provided or contemplated. Each share of stock shall have the voting rights (if any) hereinafter provided, and except as hereinafter contemplated or otherwise expressly required by applicable law at the time, there shall be no class voting as to any matter submitted to this Corporation’s shareholders. Of the shares of capital stock hereinafter authorized, all shares shall be designated as “Common Stock.” Except as may otherwise be required by applicable law at the time, each share thereof shall entitle its holder to one vote (or, with respect to elections of directors, so many votes as shall be required to comply with cumulative voting procedures for so long as, but no longer than, said procedures are mandatory for corporations organized under Arizona law). No stockholder of this Corporation shall have any preemptive or other similar right or option with respect to shares of capital stock proposed to be offered or issued with respect to shares of capital stock proposed to be offered or issued by this Corporation. The Board of Directors shall have the authority to create and issue rights and options entitling the holders thereof to purchase from this Corporation shares of its capital stock. Any such rights or options need not be offered or issued generally to stockholders of this Corporation and may be offered or issued to such persons (including directors, officers and/or employees of this Corporation and/or any affiliate) as the Board of Directors deems appropriate without a vote of the shareholders being required. The Board of Directors shall have the authority to effect a distribution from capital surplus of this Corporation to the holders of its outstanding capital stock, subject to the requirements of applicable law. The Board of Directors shall have the authority to effect a purchase by this Corporation of outstanding shares of its capital stock to the extent of any funds or assets legally available therefore, including unreserved and unrestricted earned surplus and/or capital surplus.
ARTICLE V This Corporation hereby appoints Richard L. Carter, 8121 W. Harrison St., Tolleson, AZ 85353-3328, as statutory agent of this Corporation. The Board of Directors may, at any time, effect the revocation of this or any other appointment of such agent.
ARTICLE VI The business and affairs of this Corporation shall be conducted by a Board of Directors, the size of which shall be established from time to time in the manner set forth in the Corporation’s Bylaws. The following named person shall constitute the initial Board of Directors: Richard L. Carter, 2040 E. Knox Rd., Tempe, AZ 85284-3505; Rodney Tuinstra, 4548 E. Carmen St., Phoenix, AZ 85044-5501; Eric Rodney Tuinstra, 2402 E. Rockledge Rd., Phoenix, AZ 85048; Shane Michael Carter, 1093 W. Dawn Dr., Tempe, AZ 85284. The Board of Directors may establish, alter, or dissolve committees from time to time in accordance with applicable law.
ARTICLE VII The private property of shareholders shall be exempt from corporate debt to the full extent allowed by law. To the fullest extend permitted by Title 10 of the Arizona Revised Statutes as the same exists or may hereafter be amended, no director shall be liable to this Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. No repeal or modification of the foregoing paragraph by the stockholders of this Corporation shall adversely affect any right or protection of a director existing at the time of such repeal or modification.
ARTICLE VIII Subject to the further provisions hereof, the Corporation shall indemnify any and all of its directors, officers, former directors and former officers to the full extent permitted under applicable law against all amounts incurred by them and each of them, including, but not limited to, expenses, legal fees, costs, judgments, fines and amounts paid in settlement which may be actually and reasonably incurred, rendered or levied in any threatened, pending or completed action, suit or proceeding brought against any of them for or on account of any action. or omission alleged to have been committed while acting within the scope of his duties as a director or officer of the Corporation. Whenever any such director or officer shall report to the President of the Corporation or the Board of Directors that he has incurred or may incur such amounts, the Corporation shall, within a reasonable time thereafter, determine in a manner consistent with applicable law whether, in regard to the matter involved, such person acted or failed to act in good faith and in a manner reasonably believed to be in or not opposed to the best interest of the Corporation and, with respect to any criminal action or proceeding had no reasonable cause to believe this conduct was unlawful. If the Corporation so determines that such person acted or failed to act in such a manner with regard to the matter involved, indemnification shall be mandatory and shall be automatically extended as specified herein; providing, however, that 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 not offer the Corporation the opportunity, at its own expense and through counsel of its own choosing, to defend him in the action, suit or proceeding. Nothing contained herein is intended to limit any right of indemnification or otherwise provided by applicable law.
IN WITNESS WHEREOF, the Incorporators of the Corporation, acting for and on behalf of the Corporation, have hereunto set their hands this 14 day of December, 2010. /s/ Richard L. Carter, Incorporator; /s/ Rodney Tuinstra, Incorporator. ACCEPTANCE OF APPOINTMENT BY STATUTORY AGENT. The undersigned, having been designated to act as statutory agent for the above named corporation, hereby consents to act in that capacity until removal or resignation is submitted in accordance with the Arizona Revised Statutes. Date: 12/14/10. /s/ Richard L. Carter.
1/21, 1/28, 2/4, 2011 editions Arizona Capitol Times