EFTA01295246.pdf

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State of Delaware
Office of the Secretary of State
I, WILLIAM T. OJILLEN, SECRETARY DF STATE OF THE STATE OF
DELAWARE, DO HERESY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
LOH niCult Po RAI 3F "ZORRO DEVELOPMENT
CORP." FILED IN THIS OFFICE ON THE SEVENTEENTH DAY OF MARCH, E D.
1993, AT 9 O'CLOCK A.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO
XENT COUNTY RECORDER DF DEEDS FOR RECORDING.
• * * * * * *
2Ja.t.._ as
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William T Quillen. SecreraryofState
AUTHENTICATION' 43.324,C 2
753076077 DATE:
03/18/1993
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CERTIFICATE OF INCORPORATION
OF
ZORRO DEVELOPMENT CORP.
The undersigned, a natural person, for the purpose
of organizing a corporation for conducting the business and
promoting the purposes hereinafter stated, under the
provisions and subject to the requirements of the laws of
the State of Delaware (particularly Chapter 1, Title 8 of
s t u h p e p D l e e l m a e w n a t r a e l C t o h d e e r e a t n o d , t a h n e d k ac n t o s w n a , m e id n e d n a t t i o f r i y e d t h a e n re d o f r e a f n e d rr ed to
as the "General Corporation Law of the State of Delaware"),
hereby certifies that:
FIRST: The name of the corporation (hereinafter
called the "corporation") is
ZORRO DEVELOPMENT CORP.
SECOND: The address, including street, number,
city, and county, of the registered office of the
corporation in the State of Delaware is 32 Loockerman
S n q a u me a r o e f , S t u h i e t r e e L g - is 1 t 0 e 0 r , e C d i a t g y e o n f t D o o f v t e h r e , c C o o r u p n o t r y a o t f i o K n e n in t ; t a h n e d S t t a he t e
of Delaware is The Prentice-Hall Corporation System, Inc.
THIRD: The purpose of the corporation is to
engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of the
State of Delaware.
FOURTH: The total number of shares of stock which
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One Mil ($.001). All such shares are of one class and are
shares of Common Stock.
No holder of any of the shares of the stock of the
corporation, whether now or hereafter authorized and issued,
shall be entitled as of right to purchase or subscribe for
any unissued stock of any class, or any additional shares of
any class to be issued by reason of any increase of the
authorized capital stock of any class of the corporation, or
bonds, certificates of indebtedness, debentures, or other
securities convertible into stock of any class of the
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corporation, or carrying any right to purchase stock of any
class of the corporation, but any such unissued stock or any
such additional authorized issue of any stock or of other
securities convertible into stock, or carrying any right to
purchase stock, may be issued and disposed of pursuant to
resolution of the Board of Directors to such persons, firms,
corporations, or associations, and upon such terms, as may
be deemed advisable by the Board of Directors in the
exercise of its discretion.
FIFTH: The name and the mailing address of the
incorporator are as follows:
NAME MAILING ADDRESS
N. S. Truax 32 Loockerman Square, Suite L-100
Dover, Delaware
SIXTH: The corporation is to have perpetual
existence.
SEVENTH: Whenever a compromise or arrangement is
proposed between this corporation and its creditors or any
class of them and/or between this corporation and its
stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the
application in a summary way of this corporation or of any
creditor or stockholder thereof or on the application of any
receiver or receivers appointed for this corporation under
the provisions of section 291 of Title 8 of the Delaware
Code or on the application of trustees in dissolution or of
any receiver or receivers appointed for this corporation
under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of
creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, to be
summoned in such manner as the said court directs. If a
majority in number representing three-fourths in value of
the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this corporation,
as the case may be, agree to any compromise or arrangement
and to any reorganization of this corporation as consequence
of such compromise or arrangement, the said compromise or
arrangement and the said reorganization shall, if sanctioned
by the court to which the said application has been made, be
binding on all the creditors or class of creditors, and/or
on all the stockholders or class of stockholders, of this
corporation, as the case may be, and also on this
corporation.
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EIGHTH: For the management of the business and
for the conduct of the affairs of the corporation, and in
further definition, limitation and regulation of the powers
of the corporation and of its directors and of its
stockholders or any class thereof, as the case may be, it is
further provided:
1. The management of the business and the
conduct of the affairs of the corporation shall be
vested in its Board of Directors. The number of
directors which shall constitute the whole Board of
Directors shall be fixed by, or in the manner provided
in, the By-Laws. The phrase "whole Board" and the
phrase "total number of directors" shall be deemed to
have the same meaning, to wit, the total number of
directors which the corporation would have if there
were no vacancies. No election of directors need be by
written ballot.
2. After the original or other By-Laws of the
corporation have been adopted, amended, or repealed, as
the case may be, in accordance with the provisions of
Section 109 of the General Corporation Law of the State
of Delaware, and, after the corporation has received
any payment for any of its stock, the power to adopt,
amend, or repeal the By-Laws of the corporation may be
exercised by the Board of Directors of the corporation;
provided, however, that any provision for the
classification of directors of the corporation for
staggered terms pursuant to the provisions of
subsection (d) of Section 141 of the General
Corporation Law of the State of Delaware shall be set
forth in an initial By-Law or in a By-Law adopted by
the stockholders entitled to vote of the corporation
unless provisions for such classification shall be set
forth in this certificate of incorporation.
3. Whenever the corporation shall be authorized
to issue only one class of stock, each outstanding
share shall entitle the holder thereof to notice of,
and the right to vote at, any meeting of stockholders.
Whenever the corporation shall be authorized to issue
more than one class of stock, no outstanding share of
any class of stock which is denied voting power under
the provisions of the certificate of incorporation
shall entitle the holder thereof to the right to vote
at any meeting of stockholders except as the provisions
of paragraph (2) of subsection (b) of section 242 of
the General Corporation Law of the State of Delaware
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shall otherwise require; provided, that no share of any
such class which is otherwise denied voting power shall
entitle the holder thereof to vote upon the increase or
decrease in the number of authorized shares of said
class.
NINTH: The personal liability of the directors of
the corporation is hereby eliminated to the fullest extent
permitted by the provisions of paragraph (7) of subsection
(b) of Section 102 of the General Corporation Law of the
State of Delaware, as the same may be amended and
supplemented.
TENTH: The corporation shall, to the fullest
extent permitted by the provisions of Section 145 of the
General Corporation Law of the State of Delaware, as the
same may be amended and supplemented, indemnify any and all
persons whom it shall have power to indemnify under said
section from and against any and all of the expenses,
liabilities or other matters referred to in or covered by
said section, and the indemnification provided for herein
shall not be deemed exclusive of any other rights to which
those indemnified may be entitled under any By-Law,
agreement, vote of stockholders or disinterested directors
or otherwise, both as to action in his official capacity and
as to action in another capacity while holding such office,
and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a
person.
ELEVENTH: From time to time any of the provisions
of this certificate of incorporation may be amended, altered
or repealed, and other provisions authorized by the laws of
the State of Delaware at the time in force may be added or
inserted in the manner and at the time prescribed by said
laws, and all rights at any time conferred upon the
stockholders of the corporation by this certificate of
incorporation are granted subject to the provisions of this
Article ELEVENTH.
Signed on March 17, 1993.
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N. S. Tr a>
Incorporator
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$4ate of New /Spiro
Erto P. Sena
Crithman
Site Corporation (gottuniosion
Jerome D. Mock P.O. Oran( 1269
Commissioner Telephone (505) 827-4511
Louie E. OMMNepss CORPORATION DEPARTMENT
Santa Ye
Commissioner
87504-1269
MAY 24, 1993
HINKLE, COX, EATON,
COFFIELD AND HENSLEY
ATTORNEYS AT LAW
500 MARQUETTE NW/SUITE 800
ALBUQUERQUE ,NM 87102
RE: ZORRO DEVELOPMENT CORP.
SCCE1815137
THIS COMMISSION HAS APPROVED AND FILED THE APPLICATION FOR CERTIFICATE OF
AUTHORITY,FOR THE ABOVE REFERENCED CORPORATION, EFFECTIVE MAY 21, 1993.
THE ATTACHED CERTIFICATE OF AUTHORITY SHOULD BECOME A PERMANENT DOCUMENT OF
THE CORPORATION'S CORPORATE RECORDS.
THE ATTACHED CERTIFICATE DOES NOT CONSTITUTE AUTHORIZATION FOR THE ABOVE
REFERENCED CORPORATION TO TRANSACT ANY BUSINESS WHICH REQUIRES COMPLIANCE
'ITH OTHER APPLICABLE FEDERAL OR STATE LAWS, INCLUDING, BUT NOT LIMITED TO,
TATE LICENSING REQUIREMENTS. IT IS THE CORPORATION'S SOLE RESPONSIBLITY TO
OBTAIN SUCH COMPLIANCE WITH ALL LEGAL REQUIREMENTS APPLICABLE THERETO PRIOR
TO ENGAGING IN THE BUSINESS FOR WHICH IT HAS OBTAINED THE ATTACHED CERTIFI-
CATE OF AUTHORITY.
REQUIRED FILING INFORMATION, WITH THE COMMISSION, FOLLOWS:
THE ENCLOSED FIRST REPORT IS TO BE COMPLETED AND FILED BY JUNE 23, 1993,
WITH A FILING FEE OF $20.00. THE ORIGINAL FIRST REPORT IS TO BE FILED WITH
OUR OFFICE, THE COPY IS FOR YOUR CORPORATE RECORDS. THEREAFTER, A CORPORATE
REPORT MUST BE FILED BIENNIALLY ON OR BEFORE THE FIFTEENTH DAY OF THE THIRD
MONTH FOLLOWING THE CORPORATION'S TAXABLE YEAR END. LATE FILING PENALTY OF
$100.00 WILL BE ADDED FOR UNTIMELY FILING OF ANY REPORT. THE FIRST REPORT IS
NOT FILED IN LIEU OF ANY REQUIRED CORPORATE REPORT. THE REPORT IS REQUIRED TO
RE FILED WHETHER A CORPORATION IS ACTIVE OR INACTIVE OR UNTIL SUCH TIME THAT
THE CORPORATION IS RELIEVED FROM FILING THE REPORT AS REQUIRED BY LAW.
A SUPPLEMENTAL REPORT SHALL BE FILED WITHIN THIRTY DAYS IF, AFTER FILING OF
THE CORPORATE REPORT, A CHANGE IS MADE AFFECTING THE REPORT. PLEASE CONTACT
THIS COMMISSION FOR ADDITIONAL INFORMATION AND SUPPLEMENTAL REPORT FORMS.
YOUR CANCELLED CHECK, AS VALIDATED BY THIS COMMISSION, IS YOUR RECEIPT.
IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT THE CHARTERED DOCUMENT DIVISION AT
(505) 827-4511 FOR ASSISTANCE.
.AARTERED DOCUMENT DIVISION
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