{"id":41623,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/certificate-of-incorporation-schuff-international-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"certificate-of-incorporation-schuff-international-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/certificate-of-incorporation-schuff-international-inc.html","title":{"rendered":"Certificate of Incorporation &#8211; Schuff International Inc."},"content":{"rendered":"<pre>                               State of Delaware\n\n                        Office of the Secretary of State\n\n                       ----------------------------------\n\n     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO \nHEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF \nINCORPORATION OF \"SCHUFF INTERNATIONAL, INC.\", FILED IN THIS OFFICE ON THE \nTWENTY-NINTH DAY OF JUNE, A.D. 2001, AT 8:30 O'CLOCK A.M.\n\n     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE \nCOUNTY RECORDER OF DEEDS.\n\n\n\n                         [SEAL OF THE DELAWARE   \/s\/HARRIET SMITH WINDSOR\n                         SECRETARY'S OFFICE]     ------------------------\n                                                 Harriet Smith Windsor, \n 3399749 8100                                    Secretary of State\n 010316290\n                                                 AUTHENTICATION: 1220361\n                                                          DATE: 06-29-01\n\n                          CERTIFICATE OF INCORPORATION\n                                       OF\n                           SCHUFF INTERNATIONAL, INC.\n\n\n                                   ARTICLE ONE\n\n     The name of the Corporation is SCHUFF INTERNATIONAL, INC.\n\n                                   ARTICLE TWO\n\n     The address of the Corporation's registered office in the State of Delaware\nis 1209 Orange Street, in the City of Wilmington, County of New Castle. The name\nof its registered agent at such address is Corporation Trust Company.\n\n                                  ARTICLE THREE\n\n     The purpose of the Corporation is to engage in any lawful act or activity\nfor which corporations may be organized under the General Corporation Law of the\nState of Delaware.\n\n                                  ARTICLE FOUR\n\n     The Corporation shall have perpetual existence.\n\n                                  ARTICLE FIVE\n\n     The total number of shares of stock which the Corporation shall have\nauthority to issue is Twenty-One Million (21,000,000), consisting of One Million\n(1,000,000) shares of Preferred Stock, par value $0.001 per share (hereinafter\nreferred to as \"Preferred Stock\"), and Twenty Million (20,000,000) shares of\nCommon Stock, par value $0.001 per share (hereinafter referred to as \"Common\nStock\").\n\n     The Preferred Stock may be issued from time to time in one or more series.\nThe Board of Directors is hereby authorized to provide for the issuance of\nshares of Preferred Stock in series and, by filing a certificate pursuant to the\napplicable law of the State of Delaware (hereinafter referred to as a \"Preferred\nStock Designation\"), to establish from time to time the number of shares to be\nincluded in each such series, and to fix the designation, powers, preferences\nand rights of the shares of each such series and the qualifications, limitations\nand restrictions thereof. The authority of the Board of Directors with respect\nto each series shall include, but not be limited to, determination of the\nfollowing:\n\n          A. The designation of the series, which may be by distinguishing\n     number, letter or title.\n\n\n                                       1\n\n          B. The number of shares of the series, which number the Board of\n     Directors may thereafter (except where otherwise provided in the Preferred\n     Stock Designation) increase or decrease (but not below the number of shares\n     thereof then outstanding).\n\n          C. The amounts payable on, and the preferences, if any, of shares of\n     the series in respect of dividends, and whether such dividends, if any,\n     shall be cumulative or noncumulative.\n\n          D. Dates at which dividends, if any, shall be payable.\n\n          E. The redemption rights and price or prices, if any, for shares of\n     the series.\n\n          F. The terms and amount of any sinking fund provided for the purchase\n     or redemption of shares of the series.\n\n          G. The amounts payable on, and the preferences, if any, of shares of\n     the series in the event of any voluntary or involuntary liquidation,\n     dissolution or winding up of the affairs of the Corporation.\n\n          H. Whether the shares of the series shall be convertible into or\n     exchangeable for shares of any other class or series, or any other\n     security, of the Corporation or any other corporation, and, if so, the\n     specification of such other class or series of such other security, the\n     conversion or exchange price or prices or rate or rates, any adjustments\n     thereof, the date or dates at which such shares shall be convertible or\n     exchangeable and all other terms and conditions upon which such conversion\n     or exchange may be made.\n\n          I. Restrictions on the issuance of shares of the same series or of any\n     other class or series.\n\n          J. The voting rights, if any, of the holders of shares of the series.\n\n     The Common Stock shall be subject to the express terms of the Preferred\nStock and any series thereof. Except as may be provided in this Certificate of\nIncorporation or in a Preferred Stock Designation, the holders of shares of\nCommon Stock shall be entitled to one vote for each such share upon all\nquestions presented to the stockholders. Except as may be provided in this\nCertificate of Incorporation or in a Preferred Stock Designation, the Common\nStock shall have the exclusive right to vote for the election of directors and\nfor all other purposes, and holders of Preferred Stock shall not be entitled to\nreceive notice of any meeting of stockholders at which they are not entitled to\nvote.\n\n     The Corporation shall be entitled to treat the person in whose name any\nshare of its stock is registered as the owner thereof for all purposes and shall\nnot be bound to recognize any\n\n\n                                       2\n\nequitable or other claim to, or interest in, such share on the part of any other\nperson, whether or not the Corporation shall have notice thereof, except as\nexpressly provided by applicable law.\n\n                                  ARTICLE SIX\n\n     Except as otherwise provided in this Certificate of Incorporation, the\nBoard of Directors of the Corporation shall have the power to make, alter or\nrepeal the Bylaws of the Corporation. With respect to the power of the\nstockholders of the Corporation to make, alter or repeal the Bylaws of the\nCorporation, notwithstanding anything contained in this Certificate of\nIncorporation or any provision of law that might otherwise require a lessor\nvote, the Bylaws may not be made, altered or repealed by the stockholders, and\nno provision inconsistent therewith shall be adopted by the stockholders,\nwithout the affirmative vote of the holders of at least seventy-five percent\n(75%) of the voting power of all of the shares of the Corporation entitled to\nvote generally in the election of directors, voting together as a single class.\n\n                                  ARTICLE SEVEN\n\n     Election of members to the Board of Directors need not be by written ballot\nunless the Bylaws of the Corporation shall so provide.\n\n     Meetings of the stockholders of the Corporation may be held within or\nwithout the State of Delaware, as the Bylaws may provide. The books of the\nCorporation may be kept (subject to any provision contained in the Delaware\nGeneral Corporation Law) outside the State of Delaware at such place or places\nas may be designated from time to time by the Board of Directors or in the\nBylaws of the Corporation.\n\n                                  ARTICLE EIGHT\n\n     A director of the Corporation shall not be personally liable to the\nCorporation or its stockholders for monetary damages for breach of fiduciary\nduty as a director, except for liability (i) for any breach of the director's\nduty of loyalty to the Corporation or its stockholders; (ii) for acts or\nomissions not in good faith or which involve intentional misconduct or a knowing\nviolation of law; (iii) under Section 174 of the Delaware General Corporation\nLaw; or (iv) for any transaction from which the director derived an improper\npersonal benefit. If the Delaware General Corporation Law is amended to\nauthorize corporate action further eliminating or limiting the personal\nliability of directors, then the liability of a director of the Corporation\nshall be eliminated or limited to the fullest extent permitted by the Delaware\nGeneral Corporation Law, as so amended. Any repeal or modification of this\nprovision shall not adversely affect any right or protection of a director of\nthe Corporation existing at the time of such repeal or modification. The\nlimitation of liability provided herein shall continue after a director has\nceased to occupy such position as to acts or omissions occurring during such\ndirector's term of terms of office.\n\n\n                                       3\n\n                                  ARTICLE NINE\n\n     A. The Corporation shall to the fullest extent authorized by the Delaware\nGeneral Corporation Law, as the same exists or may hereafter be amended (but, in\nthe case of any such amendment, only to the extent that such amendment permits\nthe Corporation to provide broader indemnification rights than such law\npermitted the Corporation to provide prior to such amendment), indemnify and\nhold harmless any person who was or is a party, or is threatened to be made a\nparty to or is otherwise involved in any threatened, pending or completed\naction, suit or proceeding, whether civil, criminal, administrative or\ninvestigative by reason of the fact that such person is or was a director or\nofficer of the Corporation, or is or was serving at the request of the\nCorporation as a director, officer, employee or agent of another corporation,\npartnership, joint venture, trust or other enterprise, including service with\nrespect to an employee benefit plan (hereinafter an \"Indemnitee\") against\nexpenses, liabilities and losses (including attorneys' fees, judgments, fines,\nexcise taxes or penalties paid in connection with the Employee Retirement Income\nSecurity Act of 1974, as amended, and amounts paid in settlement) reasonably\nincurred or suffered by such Indemnitee in connection therewith; provided,\nhowever, that except as provided in this section with respect to proceedings to\nenforce rights to indemnification, the Corporation shall indemnify any such\nIndemnitee in connection with a proceeding (or part thereof) initiated by such\nIndemnitee only if such proceeding or part thereof was authorized by the Board\nof Directors of this Corporation.\n\n     B. The right to indemnification conferred in this section shall include the\nright to be paid by the Corporation the expenses (including attorneys' fees)\nincurred in defending any such proceeding in advance of its final disposition;\nprovided, however, that, if the Delaware General Corporation Law requires, an\nadvancement of expenses incurred by an Indemnitee in his capacity as a director\nor officer (and not in any other capacity in which service was or is rendered by\nsuch Indemnitee, including, without limitation, service to an employee benefit\nplan) shall be made only upon delivery to the Corporation of an undertaking, by\nor on behalf of such Indemnitee, to repay all amounts so advanced if it shall\nultimately be determined by final judicial decision from which there is not\nfurther right to appeal that such Indemnitee is not entitled to be indemnified\nfor such expenses under this section or otherwise. The rights to indemnification\nand to the advancement of expenses conferred in this section shall be contract\nrights and such rights shall continue as to an Indemnitee who has ceased to be a\ndirector, officer, employee or agent and shall inure to the benefit of the\nIndemnitee's heirs, executors and administrators.\n\n     C. If a claim under the two preceding paragraphs of this section is not\npaid in full by the Corporation within sixty (60) days after a written claim has\nbeen received by the Corporation, except in the case of a claim for an\nadvancement of expenses, in which case the applicable period shall be twenty\n(20) days, the Indemnitee may at any time thereafter bring suit against the\nCorporation to recover the unpaid amount of the claim. If successful in whole or\nin part in any such suit, or in a suit brought by the Corporation to recover an\nadvancement of expenses pursuant to the terms of an undertaking, the Indemnitee\nshall be entitled to be paid also the expense of prosecuting or defending such\nsuit. In (i) any suit brought by the Indemnitee to enforce a right to\nindemnification hereunder (but not in a suit brought by the Indemnitee to\nenforce a right to an advancement of expenses) and (ii) in any suit brought by\nthe Corporation to recover an advancement of expenses pursuant to the terms of\nan undertaking, the Corporation shall be entitled to recover such expenses upon\na final\n\n\n                                       4\n\nadjudication that the Indemnitee has not met any applicable standard for\nindemnification set forth in the Delaware General Corporation Law. Neither the\nfailure of the Corporation (including its Board of Directors, independent legal\ncounsel, or its stockholders) to have made a determination prior to the\ncommencement of such suit that indemnification of the Indemnitee is proper in\nthe circumstances because the Indemnitee has met the applicable standard of\nconduct set forth in the Delaware General Corporation Law, nor an actual\ndetermination by the Corporation (including its Board of Directors, independent\nlegal counsel, or its stockholders) that the Indemnitee has not met such\napplicable standard of conduct, shall create a presumption that the Indemnitee\nhas not met the applicable standard of conduct or, in the case of such a suit\nbrought by the Indemnitee, be a defense to such suit. In any suit brought by the\nIndemnitee to enforce a right to indemnification or to an advancement of\nexpenses hereunder, or brought by the Corporation to recover an advancement of\nexpenses pursuant to the terms of an undertaking, the burden of proving that the\nIndemnitee is not entitled to be indemnified, or to such advancement of expenses\nunder this section or otherwise, shall be on the Corporation.\n\n     D. The rights to indemnification and advancement of expenses conferred in\nthis section shall not be exclusive of any other rights which any person may\nhave or hereafter acquire under any statute, this Corporation's Certificate of\nIncorporation, as it may be amended or restated from time-to-time, any\nagreement, vote of stockholders or disinterested directors, or otherwise. No\namendment or repeal of this Article Nine shall apply to or have any effect on\nany right to indemnification provided hereunder with respect to any acts or\nomissions occurring prior to such amendment or repeal.\n\n     E. The Corporation shall have the power to purchase and maintain insurance,\nat its expense, to protect itself and any director, officer, employee or agent\nof the Corporation or another corporation, partnership, joint venture, trust or\nother enterprise (including an employee benefit plan) against any expense,\nliability or loss, whether or not the Corporation would have the power to\nindemnify such person against such expense, liability or loss under the Delaware\nGeneral Corporation Law. The Corporation may also create a trust fund, grant a\nsecurity interest and\/or use other means (including, but not limited to, letters\nof credit, surety bonds and\/or similar arrangements), as well as enter into\ncontracts providing indemnification to the full extent authorized or permitted\nby law and including as part thereof provisions with respect to any or all of\nthe foregoing, to ensure the payment of such amounts as may become necessary to\neffect indemnification as provided therein, or elsewhere.\n\n     F. For purposes of this section, references to the \"Corporation\" shall\ninclude any subsidiary of this Corporation from and after the acquisition\nthereof by this Corporation, so that any person who is a director, officer,\nemployee or agent of such subsidiary after the acquisition thereof by this\nCorporation shall stand in the same position under the provisions of this\nsection as such person would have had had such person served in such position\nfor this Corporation.\n\n     G. The Corporation may, to the extent authorized from time to time by the\nBoard of Directors, grant rights to indemnification and to the advancement of\nexpenses to any employee or agent of the Corporation to the fullest extent of\nthe provisions of this section with respect to the indemnification and\nadvancement of expenses of directors and officers of the Corporation.\n\n\n                                       5\n\n                                  ARTICLE TEN\n\n     The name and mailing address of the incorporator is Michael R. Hill, 1841\nWest Buchanan Street, Phoenix, Arizona 85009.\n\n                                 ARTICLE ELEVEN\n\n     The number of directors constituting the initial Board of Directors of the\nCorporation is six (6). The size of the Board of Directors may be increased or\ndecreased in the manner provided in the Bylaws of the Corporation. All corporate\npowers of the Corporation shall be exercised by or under the direction of the\nBoard of Directors except as otherwise provided herein or by law. The name and\naddress of the persons who are to serve as directors until the first annual\nmeeting of stockholders or until their successors are elected and qualified are:\n\n       Name                      Address\n\n       Scott A. Schuff           1841 West Buchanan Street\n                                 Phoenix, Arizona 85009\n\n       David A. Schuff           1841 West Buchanan Street\n                                 Phoenix, Arizona 85009\n\n       Edward M. Carson          1841 West Buchanan Street\n                                 Phoenix, Arizona 85009\n\n       Dennis DeConcini          1841 West Buchanan Street\n                                 Phoenix, Arizona 85009\n\n       H. Wilson Sundt           1841 West Buchanan Street\n                                 Phoenix, Arizona 85009\n\n       Michael R. Hill           1841 West Buchanan Street\n                                 Phoenix, Arizona 85009\n\n                                 ARTICLE TWELVE\n\n     A director may only be removed by the stockholders for cause at a special\nmeeting of stockholders duly called for such purpose and only by the affirmative\nvote of at least two-thirds (2\/3) of the stock of this Corporation issued and\noutstanding and entitled to vote thereon, notwithstanding that a lesser\npercentage may be specified by law. As used herein, \"cause\" for the removal of a\ndirector shall be deemed to exist (i) if there has been a finding by not less\nthan a majority of the disinterested directors not subject to the action that\ncause exists and such disinterested directors have recommended removal to the\nstockholders, or (ii) as otherwise provided by law. A director may not be\nremoved from office prior to the expiration of his term except as provided\nherein.\n\n\n                                       6\n\n                                ARTICLE THIRTEEN\n\n     Special meetings of the stockholders of the Corporation, for any lawful\npurpose or purposes, may be called only by the Chairman of the Board or the\nPresident, and shall be called by the Chairman of the Board or the President at\nthe written request, or by resolution adopted by the affirmative vote of a\nmajority of the Board of Directors. Such request shall state the purpose or\npurposes of the proposed meeting. Stockholders of the Corporation shall not be\nentitled to request a special meeting of the stockholders.\n\n                                ARTICLE FOURTEEN\n\n     Subject to any conditions imposed by law, the Corporation expressly denies\nthe application of the Arizona Corporate Takeover Laws, Arizona Revised Statutes\nSections 10-2701 et seq., or any successor thereto.\n\n                                 ARTICLE FIFTEEN\n\n     The Corporation reserves the right to amend, alter, change, or repeal any\nprovision contained in this Certificate of Incorporation, in the manner now or\nhereafter prescribed by the Delaware General Corporation Law.\n\n     I, THE UNDERSIGNED, for the purposes of forming a Corporation under the\nlaws of the State of Delaware, do make, file and record this Certificate, and do\ncertify that the facts herein stated are true.\n\nDATED this 28th day of June, 2001.\n\n                                                   \/s\/ Michael R. Hill\n                                                   -----------------------------\n                                                   Michael R. Hill, Incorporator\n\n                                       7\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8773],"corporate_contracts_industries":[9481],"corporate_contracts_types":[9573,9575],"class_list":["post-41623","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-schuff-international-inc","corporate_contracts_industries-construction__specialty","corporate_contracts_types-formation","corporate_contracts_types-formation__incorporation"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41623","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41623"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41623"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41623"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41623"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}