EXHIBIT 3.1
Published on August 4, 2000
ARTICLES OF INCORPORATION
OF
PACIFIC CIRCUITS, INC.
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, Lewis 0. Coley, III, being of legal age, for
the purpose of forming a corporation under the laws of the State of Washington,
and in pursuance thereof hereby signs and acknowledges the following Articles
of Incorporation in triplicate originals and states as follows:
I. NAME
The name of this corporation shall be:
PACIFIC CIRCUITS, INC.
II. PURPOSES AND POWERS
This corporation is organized for the following purposes and with
the following powers:
(a) To take, receive, buy, sell, own, manage, develop,
construct, lease, operate and engage in the business of the manufacture and sale
of circuit boards and related products.
(b) To take, receive, buy, sell, own, manage, develop,
construct, lease, operate and engage in any trade, business or activity which
may be lawfully conducted by a corporation organized under the Washington
Business Corporation Act.
(c) To act as a general partner or one of several general
partners in any limited partnership.
(d) To enter into and make all necessary contracts for its
business with any person, entity, partnership, association, corporation,
domestic or foreign, or with any domestic or foreign state, government or
government authority, or with the political administrative subdivision or
department thereof, and to perform and carry out, assign, cancel or rescind any
such contracts.
(e) To have a corporate seal which may be altered at pleasure,
and to use the same by causing it, or a facsimile thereof, to be impressed or
affixed or in any other manner reproduced.
(f) To purchase, take, receive, lease, or otherwise acquire,
own, hold, improve, use and otherwise deal in and with, real or personal
property, or any interest therein, wherever situated.
(g) To sell, convey, mortgage, pledge, lease, exchange,
transfer and otherwise dispose of all or any part of its property and assets.
(h) To lend money to its employees other than its officers and
directors, and otherwise assist its employees, officers and directors.
(i) To purchase, take, receive, subscribe for, or otherwise
acquire, own, hold, vote, use, employ, sell,
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mortgage, lend, pledge or otherwise dispose of, and otherwise use and deal in
and with, shares or other interest in, or obligations of, other domestic or
foreign corporations, associations, partnerships or individuals, or direct or
indirect obligations of the United States or of any other government, state,
territory, governmental district or municipality or of any instrumentality
thereof.
(j) To make contracts and guarantees and incur liabilities,
borrow money at such rates of interest as the corporation may determine, issue
its notes, bonds and other obligations, and secure any of its obligations by
mortgage or pledge of all or any of its property, franchises and income.
(k) To lend money for its corporate purposes, invest and
reinvest its funds, and take and hold real and personal property as security for
the payment of funds so loaned or invested.
(l) To conduct its business, carry on its operations, and have
offices and exercise the powers granted by this title in any state, territory,
district or possession of the United States, or in any foreign country.
(m) To make donations for the public welfare or for charitable,
scientific or educational purposes; and in time of war to make donations in aid
of war activities.
(n) In time of war to transact any lawful business
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in aid of the United States in the prosecution of the war.
(o) To pay pensions and establish pension plans, pension
trusts, profit-sharing plans, stock bonus plans, stock option plans and other
incentive plans for any or all of its directors, officers and employees.
(p) To indemnify, to the full extent permitted by the
Washington Business Corporation Act, any person who was or is a party or is
threatened to be made a party to any civil, criminal, administrative or
investigative action, suit or proceeding, whether brought by or in the right of
the corporation or otherwise, by reason of the fact that he is or was a director
or officer of the corporation, or is or was serving at the request of the
corporation as a director or officer of another corporation, against expenses,
including attorneys' fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding; and the Board of Directors may, at any time, approve indemnification
of any other person which the corporation has the power to indemnify under the
Washington Business Corporation Act. The indemnification provided by this clause
shall not be deemed exclusive of any other rights to which a person may be
entitled as a matter of law or by contract.
(q) To do everything necessary, proper, advisable or convenient
for the accomplishment of any of the purposes,
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or the attainment of any of the objects, or the furtherance of any of the powers
herein set forth, either alone or associated with others and incidental or
pertaining to, or growing out of, or connected with its business or powers.
The foregoing purposes and powers shall not be construed as a
limitation of any purposes or powers granted or authorized by the laws of the
State of Washington. Each clause of this Article II shall be construed as
purposes and powers, and the matters expressed herein shall be in no way limited
or restricted by reference to inference from the terms of any other clauses, but
shall be regarded as independent purposes and powers.
III. DURATION
This corporation shall continue perpetually.
IV. SHARES
This corporation shall have authority to issue 100,000 shares of
capital stock divided into two classes, namely 50,000 shares of Class A voting
common stock, all of no par value, and 50,000 shares of Class B non-voting
common stock, all of no par value.
Capital stock may be issued from time to time for such
consideration, including without limitation, services, money or property as may
be fixed by resolution of the Board of Directors from time to time.
V. COMMENCEMENT OF BUSINESS
This corporation will not commence business until
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consideration of the value of at least $500.00 has been received for the
issuance of its shares.
VI. INITIAL REGISTERED OFFICE AND AGENT
The address of the initial registered office of this corporation
is 16408 N.E. 104th, Redmond, Wa. 98052, and the name of the initial registered
agent at such address is Lewis 0. Coley, III.
VII. DIRECTORS
The number of directors of this corporation shall be fixed by the
by-laws and may be increased or decreased from time to time in the manner
specified therein, subject to the limitation that the number of directors shall
not be less than three (3) unless there are fewer than three stockholders, in
which case the minimum number of directors shall equal the number of
stockholders. The initial Board of Directors shall consist of three (3)
directors, and the names and addresses of the persons who shall serve as
directors until the first annual meeting of the shareholders and until their
successors are elected and qualify unless they resign or are removed are:
Lewis 0. Coley, III, 16408 N.E. 104th, Redmond, Wa. 98052
Juliane J. Coley, 16408 N.E. 104th, Redmond, Wa. 98052
Melissa Lou Coley, 1431 Kingman, San Jose, Ca. 95128.
VIII. BY-LAWS
The Board of Directors shall have the power to adopt, alter, amend
or repeal the by-laws for this corporation or to adopt new by-laws.
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IX. PREEMPTIVE RIGHTS
The shareholders of the corporation shall not have preemptive
rights to acquire additional shares or securities convertible into shares
offered for sale or otherwise issued by the corporation.
X. INCORPORATOR
The name and address of the incorporator is:
Lewis 0. Coley, III, 16408 N.E. 104th, Redmond, Wa. 98052.
XI. CUMULATIVE VOTING
No shareholder will be entitled to cumulate his votes at any
election of directors.
XII. AMENDMENTS
This corporation reserves the right to amend or repeal, by the
affirmative vote of the holders of two-thirds of the shares entitled to vote
thereon, any of the provisions contained in these Articles of Incorporation, and
the rights of the shareholders of this corporation are granted subject to this
reservation.
XIII. CONTRACTS IN WHICH DIRECTORS HAVE INTEREST
Any contract or other transaction between this corporation and one
or more of its directors, or between this corporation and any corporation, firm,
association or other entity of which one or more of its directors are
stockholders, members, directors, officers or employees or in which they are
interested, shall be valid for all purposes, notwithstanding the presence of
such director or directors at the meeting of the Board of Directors which
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acts upon or in reference to such contract or transaction and notwithstanding
his or their participation in such action, by voting or otherwise, even though
his or their presence or vote, or both, might have been necessary to obligate
this corporation upon such contract or transaction; provided that the fact of
such interest shall be disclosed to or known by the directors acting on such
contract or transaction.
IN WITNESS WHEREOF, the incorporator has hereunto set his hand and
seal this 20 day of March, 1978.
/s/ Lewis O. Coley
-----------------------------------------
STATE OF WASHINGTON)
)ss:
COUNTY OF K I N G )
THIS IS TO CERTIFY that on the 20 day of March, 1978, there
personally appeared before me LEWIS 0. COLEY, III, to me known to be the person
described in and who executed the foregoing Articles of Incorporation, and he
did acknowledge and declare to me that he executed the same freely and
voluntarily for the uses and purposes therein mentioned.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal
the day and year first above written.
/s/ Milan Gail Ryder
-----------------------------------------
Notary Public in and for the State of
Washington, residing at Redmond
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STATEMENT OF VALUE OF NONPAR STOCK OF
PACIFIC CIRCUITS, INC.
STATE OF WASHINGTON)
) ss:
COUNTY OF K I N G )
The undersigned, being first duly sworn, on oath deposes and says:
That he is the incorporator or an authorized representative of the
corporation; that to the best of his knowledge and belief the value of the
assets received and to be received by such corporation, in return for the
issuance of its nonpar value stock, does not and will not exceed the sum of
$50,000.00.
/s/ Lewis O. Coley III
-----------------------------------------
Corporate Representative
SUBSCRIBED AND SWORN TO before me this 20 day of March, 1978.
/s/ [Illegible]
-----------------------------------------
Notary Public in and for the State of
Washington, residing at Redmond
FILED
ARTICLES OF AMENDMENT TO STATE OF WASHINGTON
ARTICLES OF INCORPORATION OF MAY 4 1995
PACIFIC CIRCUITS, INC. RALPH MUNRO
SECRETARY OF STATE
Pursuant to the provisions of the Washington Business Corporation Act RCW
23B.10.030 and 23B.10.060, the following Articles of Amendment to the Articles
of Incorporation are hereby submitted for filing.
ARTICLE I
The name of record of the corporation is: PACIFIC CIRCUITS, INC.
ARTICLE II
The amendments to the Articles of Incorporation as adopted are as
follows:
IV. SHARES
This corporation shall have authority to issue 10,000,000 shares
of voting common stock, all of no par value.
Capital stock may be issued from time to time for such
consideration including, without limitation, services, money or
property as may be fixed by resolution of the Board of Directors
from time to time.
ARTICLE III
The date of the adoption of the amendment was: April 3, 1995.
ARTICLE IV
The amendments were adopted by both the Board of Directors and
Shareholders in accordance with 23B.10.030. and RCW 23B.10.040
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ARTICLE V
The number of shares of the corporation outstanding at the time of such
adoption was 5,600; and the number of shares entitled to vote thereon was 5,600.
ARTICLE VI
The number of shares that voted for the amendment was 5,600, and the
number of shares that voted against the amendment was -0-.
ARTICLE VII
The manner in which any exchange, reclassification or cancellation of
issued shares shall be effect, is as follows:
1. Increase authorized shares from 100,000 to 10,000,000.
2. Eliminate Class B non-voting common stock.
I certify that I am an officer of the above-named corporation and am
authorized to execute these Articles on behalf of the corporation.
DATED: April 3, 1995 .
----------------------------------
/s/ Lewis 0. Coley
--------------------------------------
Lewis 0. Coley, III (Trey)
President, Director and Co-Shareholder
/s/ Julaine J. Coley
--------------------------------------
Julaine J. Coley
Secretary, Director and Co-Shareholder
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[STAMP]
ARTICLES OF AMENDMENT TO
ARTICLES OF INCORPORATION OF
PACIFIC CIRCUITS, INC.
Pursuant to the provisions of the Washington Business Corporation Act RCW
23B.10.030 and 23B.10.060, the following Articles of Amendment to the Articles
of Incorporation are hereby submitted for filing.
ARTICLE I
The name of record of the corporation is: PACIFIC CIRCUITS, INC.
ARTICLE II
The amendments to the Articles of Incorporation as adopted are as
follows:
VII. DIRECTORS
The number of directors of this corporation shall be fixed by the
by-laws and may be increased or decreased from time to time in the
manner specified therein.
ARTICLE III
The date of the adoption of the amendment was: December 26, 1996.
ARTICLE IV
The amendments were adopted by both the Board of Directors and
Shareholders in accordance with 23B.10.030. and RCW 23B.10.040.
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ARTICLE V
The number of shares of the corporation outstanding at the time of such
adoption was 5,600,000; and the number of shares entitled to vote thereon was
5,600,000.
ARTICLE VI
The number of shares that voted for the amendment was 5,600,000, and the
number of shares that voted against the amendment was -0-.
I certify that I am an officer of the above-named corporation and am
authorized to execute these Articles on behalf of the corporation.
DATED: December 26, 1996.
/s/ Don E. Dascenzo /s/ Lewis O. Coley
- --------------------------------- --------------------------------------
Don E. Dascenzo Lewis 0. Coley, III (Trey)
Director President, Director and Co-Shareholder
COLLEEN BECKDOLT TRUST NO. 2 - IAN LEWIS COLEY TRUST NO. 2 -
Shareholder Shareholder
By: /s/ Melissa L. Hirsch By: /s/ Melissa L. Hirsch
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Melissa L. Hirsch, Trustee Melissa L. Hirsch, Trustee
Dated: 7-9-98 Dated: 7-9-98
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By: /s/ Simon Dadoun By: /s/ Simon Dadoun
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Simon Dadoun, Trustee Simon Dadoun, Trustee
Dated: 6-30-98 Dated: 6-30-98
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[STAMP]
ARTICLES OF AMENDMENT OF ARTICLES OF INCORPORATION
OF
PACIFIC CIRCUITS, INC.
ARTICLES OF AMENDMENT of the Articles of Incorporation of Pacific
Circuits, Inc. (the "Corporation") are herein executed by said Corporation,
pursuant to the provisions of RCW 23B.10.020 and 23B.10.060, as follows:
FIRST: The name of the Corporation is Pacific Circuits, Inc.
SECOND: Article I of the Articles of Incorporation is amended to read
as follows:
THE NAME OF THE CORPORATION TTM TECHNOLOGIES, INC.
THIRD: This amendment does not provide for an exchange,
reclassification or cancellation of issued shares.
FOURTH: The date of the adoption of said Amendment by the Directors of
said Corporation was the 27 day of October, 1999.
FIFTH: The amendment was adopted by resolution of the Board of
Directors without shareholder action. Pursuant to RCW 23B.10.020(5), shareholder
action is not required.
The foregoing is executed under penalty of perjury by the undersigned,
who is authorized to do so on behalf of the Corporation.
DATED this 13 day of December, 1999.
PACIFIC CIRCUITS, INC.
By: /s/ Kent Alder
-----------------------------
Kent Alder, President and CEO