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ARTICLES OF INCORPORATION tO

a
OF

- INHNHE COMPUtiNG SYSTEMSe DC.

TO TILE SECRETARY OF STATE OF THE STATE OF iOWA:

Pursuant to Section 202 of the Iowa Business Corporation Act, the undersigned, acting
as incorporator of a corporation, adopts the following Articles of Incorporation for the
corporation.

1. The name of the corporation is Infinite Computing Systems, Inc.

2. The number of shares the corporation is authorized to issue is 5,000 shares of a


single class.

3. The street address of the corporation’s initial registered office in Iowa and the
name of its initial registered agent at that office is: 1913 13th Street, Coralville, Iowa 52241;
Nita Inani.

4. The name and address of the incorporator is NIta Inani, 1913 13th Street,
Coralville, Iowa 52241.

5. The corporation shall have unlimited poWer to engage and to do any lawful act
concerning any and a)! lawfuL businesses for which corporations may be organized under this,
Act.

6. At all meetings of the stockholders, each shareholder shall be entitled to one (1)
vote for each share of stock held by each shareholder which may be cast by the shareholder in
person or by proxy. -

7. The corporation shall indemnify each past, present, and future director and
officer of the corporation against all judgments, penalties, fines, settlements, and expenses
(including attorney’s fees) reasonably incurred by him or her in connection with or arising out
of any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, in which he or she may be involved by~reason of his or her
being or having been a director or officer of the corporation or of any corporation,
partnership, joint venture, trust, or enterprise which he or she serves as a director or officer at
the request of the corporation. Such indemnity shall be made by the corporation only if such
director or officer acted in good faith, and (a) in the case of his or her conduct in his or her
official capacity with the corporation, in its best interests, or (b) in all other cases, at least not
opposed to its best interests, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. Such indemnity shall in no event

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include any such amounts incurred by any such director or officer (a) in respect of matters as
to which he or she shall be finally adjudged in any such action, suit, or proceeding to have
been liable on the basis that personal benefit was improperly received by said director or
officer, or (b) inIeSp.~t of any manner in which any settlement is effected, to an amount in
excess of the amount of expenses which thightreAsOflablY llá~e been incurred by such director
or officer in conducting such litigation to a final conclusion, or Cc) in respect to any
proceeding in which the director or officer was adjudged to be liable to the corporation. Any
indemnifiCation hereunder shall be made by the corporation only as authorized in the specific
case upon a determination that the indemnification of the director or officer is proper in the
circumstances because he or she has met the applicable standard of conduct set forth herein.
Such determination shall be made (a) by the board of directors by a majority vote of a quorum
consisting of directors not at the time parties to the proceeding, or (b) by special legal counsel
selected by the board of directors by majority vote of a quorum consisting of directors not at
the time parties to the proceeding, or if the requisite quorum of the full board cannot be
obtained therefore by a majority vote of the full board, in which directors who are parties to
the proceeding may participate, or (c) by the shareholders. Reasonable expenses incurred by a
director or officer who is a party to a proceeding may be paid or reimbursed by the
corporation in advance of the final disposition of such proceedin& upon receipt by the
corporation of a written affirmation by the director or officer of the director or officer’s good
faith belief that the director or officer has met the standard of conduct necessary for
indemniticatiofl, and a written undertaking by or on behalf of the director Ot officer to repay
such amount if it shalt ultimately be determined that the director or officer has not met such
standard of conduct, and after determination that the facts then known to those making the
determination would not preclude indemnification hereunder. ~0~withstanding anything
herein, the corporation shall have the power to purchase and maintain insurance on behalf of
any person who is or was a director or officer of the Eorporation or who while a director or
officer of the corporation is or was serving at the request of the corporation as a director,
officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture,
crust, other enterprise, or employee benefit plan, against any liability asserted against the
person and incurred by the person in any such capacity or arising out of the person’s status as
such, regardless whether the corporation would have the power to indemnify the person against
such liability under the provisions of this paragraph. The foregoing right of indemnification
shall inure ~ the benefit of the heirs, executors, and administrators of each such director or
officer and shall be in addition to all other rights to which such director or officer may be
entitled as a matter of law.

~. No contract or other transaction between the corporation and any other


corporation shall be affected or invalidated by the fact that any one (1) or more of the directors
of this corporation is or are interested in, or is a director or officer, or are directors or officers
of such other corporations and any director or directors, individually or jointly, may be a party
or parties to or may be interested in any contract or transaction of this corporation with any
person or persons, firm, or association, shall be affected or invalidated by the fact that any
director or directors of this corporation is a party, or are parties to, or interested in, such
contract, act, or transaction, or in any way connected with such person or persons, firm, or
association and each and every person who may become a director of this corporation is
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hereby relieved from any liability that might otherwise exist contracting with the corporation
for the benefit of himself or any firm or corporation in which he may be in any way interested.

9. Deeds, mortgages, and leases for an initial-stated term of five (5) years or more
shall be executed by the president or a vice president and shall be countersigned or attested by
the secretary or an assistant secretary. Mortgage releases, leases for an initial-stated term of
less than five (5) years, and other instruments affecting or relating to reai estate but not
amounting to a conveyance or mortgage thereof may be executed by any one (1) or more of
the officers of the corporation.

Dated this ____ day of M~AY , 1995.

~g.es,pe?qV OP ,~,p,rCC42KP0??t~ 5qs~gMS,2t’

STATE OF IOWA
SS.
COUNTY OF JoHNSON

On this_____ day of _, 199_, before rn5~41≤ undersigned, a Notary Public in


and for the State of Iowa, personally appeared /‘ —, to me personally known to
be the identical person whose name is subscribed,)04fld who executed the foregoing Articles
of Jncorporation and acknowledged the execution thereof to be his free and voluntary act and
deed.

Notary Public, State of Iowa

PAUL D.PAT~E~
Secretary of State
FILED
Date:
rime: c4q-9 01564
R~eipt:\jg ~IOL9

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