EX-3.22 26 p16855exv3w22.htm EX-3.22 exv3w22
Exhibit 3.22
F I L E D                             
IN THE OFFICE OF THE SECRETARY   
OF STATE OF THE STATE OF OREGON.
JAN 6 1988                             
CORPORATION DIVISION                
             
Submit the Original
  STATE OF OREGON        
and One True Copy
  CORPORATION DIVISION        
331.115) $40.00
  158 12th Street NE        
 
  Salem, OR 97310        
         
Registry Number:
  ARTICLES OF INCORPORATION      
Office Use Only)
  BUSINESS CORPORATION        
 
           
PLEASE TYPE OF PRINT LEGIBLY IN BLACK INK
     
Article 1:
  Name of the corporation: Agri-Tech, Inc.
 
   
Note:
  The name must contain the word “Corporation,” “Company,” “Incorporated,” or “Limited” or an abbreviation of one of such words.
 
   
Article 2:
  Number of shares the corporation will have authority to issue: 1,000 no par value
 
   
Article 3:
  Name of the initial registered agent: Gary Barton
 
   
 
  Address of initial registered office (Must be a street address in Oregon which is identical to the registered agent’s business office):
                     
 
       744 NW 4th   Corvallis   OREGON     97330  
     
 
  Street and Number   City       Zip Code
     
 
  Mailing address of registered agent (if different from the registered office):
                 
 
       same            
     
 
  Street & Number or PO Box   City   State   Zip Code
         
 
      (C/O:)
Article 4:
  Address where the Division may mail notices:   (Attn:)
 
       
                 
 
       Same as above            
     
 
  Street & Number or PO Box   City   State   Zip Code
     
Article 5:
  Name and address of each incorporator:
         
 
  Scott A. Fewel    
 
       
 
       
 
  456 SW Monroe #101, Corvallis    
 
       
     
Article 6:
  Optional Provisions (Attach additional sheets, if necessary):
             
Execution:
  /s/ Scott A. Fewel   Scott A. Fewel   INCORPORATOR
     
 
  Signature   Printed Name  
Title
             
 
          INCORPORATOR
     
 
  Signature   Printed Name  
Title
         
Person to contact about this filing:
  Scott A. Fewel   752-5154
     
 
 
Name
  Daytime Phone Number
Submit the original and the true copy to the Corporation Division, 158 12th Street NE, Salem, Oregon 97310, with the fee of $30.00 and the surcharge of $10.00 — Total $40.00. PLEASE DO NOT SEND CASH. If you have questions, call (503) 378-4166.
AC-1 (6/87) 831.115 ($40.00)
VOID WITHOUT WATERMARK OR IF ALTERED OR ERASED

 


 

             
Submit the original
and one true copy
$10.00

Registry Number:
099555-84
  (SEAL)   SECRETARY OF STATE
Corporation Division
Business Registry
158 12th Street NE
Salem, OR 97310-0210
(503) 378-4166
  THIS SPACE FOR OFFICE USE ONLY
FILED
AUG 12 1993

Secretary of State
ARTICLES OF AMENDMENT
By Incorporators, Directors or Shareholders
PLEASE TYPE OR PRINT LEGIBLY IN BLACK INK
     
1.
  Name of the corporation prior to amendment:
 
  Aqri-Tech, Inc.
 
   
 
   
2.
  State the article number(s) and set forth the article(s) as it is amended to read or attach a separate sheet.
 
  Article # 1: Name of Corporation: Aqri-Tech, Inc. of Oregon
 
   
3.
  The amendment(s) was adopted on 7-1, 1993. (If more than one amendment was adopted, identify the date of adoption of each amendment.)
 
   
4.
  Check the appropriate statement:
  o   Shareholder action was required to adopt the amendment(s). The vote was as follows:
                             
                             
  Class or series     Number of shares     Number of votes     Number of votes     Number of votes  
  of shares     outstanding     entitled to be cast     cast for     cast against  
                             
 
 
                         
 
 
                         
 
 
                         
                             
  þ   Shareholder action was not required to adopt the amendment(s). The amendment(s) was adopted by the board of directors without shareholder action.
 
  o   The corporation has not issued any shares of stock. Shareholder action was not required to adopt the amendment(s). The amendment(s) was adopted by the incorporators or by the board of directors.
             
Execution:
  /s/ William B. Webber   William B. Webber   President
     
 
  Signature   Printed name   Title
         
Person to contact about this filing:
  Cathy Turley   (503) 757-0011
     
 
  Name   Daytime phone number
Make checks payable to the Corporation Division. Submit the completed form and fee to: Corporation Division, Business Registry, 158 12th Street NE, Salem, Oregon 97310-0210.
BC-2 (9191)
VOID WITHOUT WATERMARK OR IF ALTERED OR ERASED

 


 

     
 
  FILED
AUG 30 1999

SECRETARY OF STATE
ARTICLES OF AMENDMENT
TO ARTICLES OF INCORPORATION OF
AGRI-TECH, INC. OF OREGON
          1. The name of the corporation is Agri-Tech, Inc. of Oregon.
          2. The amendments adopted to the articles of incorporation are as follows, to add the following articles to the articles of incorporation:
“ARTICLE 6. ELIMINATION OF LIABILITY
          “A. To the fullest extent permitted by law, no director of the corporation shall be personally liable to the corporation or its shareholders for monetary damages for conduct as a director, except that this provision shall not eliminate or limit the liability of a director for any of the following:
          “1. Any act or omission occurring before the date this provision becomes effective;
          “2. Any breach of the director’s duty of loyalty to the corporation or its shareholders;
          “3. Acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
          “4. Any distribution to shareholders that is unlawful under the Oregon Business Corporation Act or successor statute; or
          “5. Any transaction from which the director derived an improper personal benefit.
          “B. Without limiting the generality of the foregoing, if the provisions of applicable law are further amended at any time, and from time to time, to authorize corporate action further eliminating the personal liability of directors and officers of the corporation, the liability of directors and officers of the corporation shall be eliminated or limited to the fullest extent permitted by applicable law, as so amended.
          “C. No amendment to or repeal of this Article 6, or adoption of any provision of these Articles of Incorporation inconsistent with this Article 6, or a change in the law, shall adversely affect any elimination or limitation of liability, or other right or protection, that is based upon this Article 6 and pertains to any
VOID WITHOUT WATERMARK OR IF ALTERED OR ERASED

 


 

act, conduct, omission, or circumstance that occurred or existed before the amendment, repeal, adoption, or change. No change in the law shall reduce or eliminate the rights and protections set forth in this Article 6 unless the change in law specifically requires the reduction or elimination. No amendment to or repeal of this Article 6 shall apply to or have any effect on the liability or alleged liability of any director or officer of the corporation for or with respect to any acts or omissions before the amendment or repeal.”
“ARTICLE 7. INDEMNIFICATION
          “D. The corporation shall indemnify, to the fullest extent permitted by law, any person who is made or threatened to be made a party to, witness in, or otherwise involved in, any action, suit, or proceeding, whether civil, criminal, administrative, investigative, or otherwise (including any action, suit, or proceeding by or in the right of the corporation) by reason of the fact that the person is or was a director or officer of the corporation or any of its subsidiaries, or a fiduciary within the meaning of the Employee Retirement Income Security Act of 1974 with respect to any employee benefit plan of the corporation or any of its subsidiaries, or served or serves at the request of the corporation as a director or officer, or as a fiduciary of an employee benefit plan, of another corporation, partnership, joint venture, trust, or other enterprise. Any indemnification provided pursuant to this Article 7 shall not be exclusive of any rights to which the person indemnified may otherwise be entitled under any provision of these Articles of Incorporation, the Bylaws, agreement, statute, policy of insurance, or otherwise.
          “E. Indemnification provided under this Article 7 shall continue to cover any director or officer after the person ceases to serve in that capacity and shall enure to the benefit of the person’s heirs, personal representatives, and administrators.
          “F. The right to indemnification conferred by this Article 7 shall be considered a contract right between the corporation and the person entitled to indemnity under this Article 7.
          “G. In addition to any rights set forth above in this Article 7, the corporation shall advance all reasonable expenses incurred by a director or officer who on behalf of the corporation is party to a proceeding, in advance of the proceeding to the fullest extent required or authorized under the law.”
          3. The date each amendment was adopted is August 18, 1999.
Page 2 — ARTICLES OF AMENDMENT
VOID WITHOUT WATERMARK OR IF ALTERED OR ERASED

 


 

          4. The amendments were approved by the shareholders. Five hundred shares of the corporation are outstanding, 500 votes are entitled to be cast on the amendments, 500 votes were cast for the amendments, and no votes were cast against the amendments.
         
  Agri-Tech, Inc. of Oregon
 
 
  By  /s/ Gary A. Barton    
    Gary A. Barton, Vice President   
     
 
Page 3 — ARTICLES OF AMENDMENT
VOID WITHOUT WATERMARK OR IF ALTERED OR ERASED