Articles of Incorporation成立公司协议.doc

Articles of Incorporation成立公司协议 RESTATED ARTICLES OF INCORPORATIONOFAAA, INC. Pursuant to RCW 23B.10.070, the following constitutes Restated Articles of Incorporation of AAA, Inc., a _________(STATE) corporation. ARTICLE INAME The name of this Corporation is AAA, Inc. ARTICLE IIDURATION This Corporation is organized under the Washington Business Corporation Act (the Act) and shall have perpetual existence. ARTICLE IIIPURPOSE AND POWERS The purpose and powers of this Corporation are as follows: (a) to engage in any lawful business; (b) to engage in any and all activities that, in the judgment of the Board of Directors, may at any time be incidental or conducive to the attainment of the foregoing purpose; and (c) to exercise any and all powers that a corporation formed under the Act, or any amendment thereto or substitute therefor, is entitled at the time to exercise. ARTICLE IVCAPITAL STOCK 4.1 AUTHORIZED CAPITAL. The aggregate number of shares of capital stock which this Corporation shall be authorized to issue shall be _________ (_________), divided into two classes as follows: _________ (_________) shares of common stock, $,_________ par value per share (the Common Stock), and _________ (_________) shares of preferred stock, $.par value per share (the Preferred Stock). 4.2 SPECIAL COMMON STOCK. 4.2.1 DESIGNATION. _________ (_________) shares of Common Stock shall be designated and known as Special Common Stock. 4.2.2 RECLASSIFICATION OF SPECIAL COMMON STOCK. (a) If any shares of Special Common Stock are sold in a Qualified Sale (as defined in Section 4.2.2(b)), then, effective immediately upon such sale (A) the number of authorized but undesignated shares of Common Stock of the Corporation shall be increased by the number of shares of Special Common Stock so sold; (B) each share of Special Common Stock so sold shall thereafter constitute one (1) share of Common Stock, the holder of which shall be entitled to one (1) vote upon all matters submitted