Incorporator
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Name:
Date:
The undersigned, being a natural person of the age of eighteen years or older, acting as incorporator under and pursuant to the General Corporation Law of the State of TX, hereby adopts the following Certificate of Incorporation (these “Articles”) for the corporation named below.
The name of the corporation (the “Corporation”) is ACME Resources LLC.
The address of the Corporation’s registered office in the State of TX is . The name of its registered agent at that address is .
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of TX. The Corporation’s initial principal business is described as follows:
The total number of shares of stock the Corporation is authorized to issue is shares of Common Stock, each having a par value of per share.
Each share of Common Stock shall be entitled to one vote on each matter submitted to a vote of the stockholders. The Board of Directors is authorized, subject to any limitations prescribed by law, to fix the rights, preferences, and privileges of any series of stock and to issue shares from time to time for such consideration as the Board may determine.
The name and mailing address of the incorporator are: , . The powers of the incorporator shall terminate upon the filing of these Articles and the appointment of the initial directors by written consent of the incorporator.
The Corporation shall be managed by or under the direction of a Board of Directors. The number of directors shall be fixed by, or in the manner provided in, the Bylaws of the Corporation. Election of directors need not be by written ballot unless the Bylaws so provide.
To the fullest extent permitted by the General Corporation Law of the State of TX as it now exists or may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of this Article shall be prospective only and shall not adversely affect any limitation on the personal liability of a director existing at the time of such repeal or modification.
The Corporation shall indemnify and advance expenses to its directors and officers to the fullest extent authorized by the General Corporation Law of the State of TX, as the same exists or may hereafter be amended, against all expense, liability, and loss reasonably incurred in connection with any threatened, pending, or completed action, suit, or proceeding arising by reason of the fact that such person is or was a director or officer of the Corporation. This right to indemnification shall be a contract right and shall not be exclusive of any other right to which any person may be entitled.
The Corporation reserves the right to amend, alter, change, or repeal any provision contained in these Articles in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. The Board of Directors is expressly authorized to make, alter, amend, or repeal the Bylaws of the Corporation.
The Corporation is to have perpetual existence. These Articles shall be effective upon filing with the Secretary of State of the State of TX.
IN WITNESS WHEREOF, the undersigned incorporator has executed these Articles of Incorporation as of .
Name:
Date: