EX-3.1 4 exhibit31.htm AOI MAY 26, 1981 exhibit31.htm
      
Exhibit 3.1
 
ARTICLES OF INCORPORATION
 
OF
 
TECHNOLOGY RESEARCH COPORATION
 

 
ARTICLE I
 
Name
 
The name of this corporation is:  TECHNOLOGY RESEARCH CORP.
 

 
ARTICLE II
 
Duration
 
The term of existence of this corporation shall be perpetual.
 

 
ARTICLE III
 
Purpose
 
This corporation is organized of the purpose of manufacturing and supplying electrical and electronic high-technology products used in a broad range of government and industrial applications. In addition thereto, the corporation may transact any and all lawful business.
 
ARTICLE IV
 
Capital Stock
 
This corporation is authorized to issue 500,000 shares of $1.00 par value common stock, which shall be designated “common shares”. The consideration to be paid for each share shall be fixed by the Board of Directors.  Common stock of the corporation may be issued as “small business corporation” stock in accordance with a plan or plans under the provisions of Section 1244 of the Internal Revenue Code of 1954.
 
All voting powers of this corporation shall be vested in the common stock above-designated.
 
ATTICLE V
 
Preemptive Rights
 
Any shareholder, upon the sale, by the corporation, for cash of any new stock of this corporation shall have the right to purchase his pro rate share thereof (as nearly as may be done without issuance of fractional shares) at the price at which it is offered to others.
 
ARTICLE VI
 
Initial Registered Office and Agent
 
Street address of the initial registered office of this corporation is 2101,D.D., Sunnydale Boulevard, Clearwater, Florida 33515, and the name of the initial registered agent of this corporation at that address is Raymond H. Legatti
 
ARTICLE VII
 
Initial Board of Directors and Officers
 
This corporation shall have three (3) directors and/or officers initially.  The number of directors and/or officers may be either increased or diminished from time to time by the By-Laws, but shall never be less than three (3). The names and addresses of the initial directors and officers of this corporation are:
 
Raymond H. Legatti                                         1567 Alexander Road, Belleair FL 33516            President/Director
 
Theodore M. Sway                                         487 Harbor Drive So, Indian Rocks Beach, FL  Vice President/Secretary/Director
 
Raymond B. Wood                                         1513 Beverly Drive, Clearwater FL                      Vice President/Director
 
ARTICLE VIII
 
The name and address of the person signing these Articles is:
 
Raymond H. Legatti                                         1567 Alexander Road, Belleair, FL 33516           President/Director
 
ARTICLE IX
 
By-Laws
 
The power to adopt, alter, amend, or repeal By-Laws shall be vested in the  Board of Directors and the shareholders.
 
ARTICLE X
 
Powers
 
This corporation shall have all of the corporate powers enumerated in the Florida General Corporation Act, and, in addition to and not in limitation thereof, this corporation shall have the power to guarantee the performances of obligations of other persons, partnerships, corporations, or other entities.
 
ARTICLE XI
 
Indemnification
 
The corporation shall indemnify any officer or director, or any former officer or director, to the full extent permitted by law.
 
ARTICLE XII
 
Amendment
 
This corporation reserves the right to amend or repeal any provision contained in these Articles of Incorporation, or any amendment hereto, and any right conferred upon the shareholders is subject to this reservation.
 
IN WITNESS WHEREOF, the undersigned Incorporator has executed these Articles of Incorporation this 26th day of May, 1981.
 
RAYMOND H. LEGATTI
 
/s/ Raymond H. Leggati
Incorporator