Killerton Enterprises: Articles of Incorporation, 15th June 1874

ARTICLES OF INCORPORATION

OF

KILLERTON ENTERPRISES

Filed in the Office of the County Clerk of the City and County of San Francisco, State of California, this Fifteenth Day of June, in the Year of Our Lord One Thousand Eight Hundred and Seventy-Four, pursuant to the provisions of the Civil Code of the State of California.

We, the undersigned, being persons desirous of forming a corporation for the purposes hereinafter stated, pursuant to the laws of the State of California, do hereby certify as follows:

ARTICLE I — Corporate Name

The name of this corporation shall be KILLERTON ENTERPRISES.

ARTICLE II — Purpose

The purposes for which this corporation is formed are:

I. To engage in the business of architectural design, civil engineering, and construction of every kind and description, including the planning, design, erection, alteration, repair, and superintendence of buildings, structures, bridges, public works, and all other improvements, whether of a public or private character, within the State of California and elsewhere as the business of the corporation may require.

II. To purchase, acquire, hold, lease, mortgage, sell, and otherwise deal in and dispose of real property, building materials, equipment, and all other property, real and personal, as may be necessary or convenient for the conduct of the corporation's business.

III. To enter into contracts and agreements of every kind and nature in connection with or incidental to the foregoing purposes, including contracts for the supply of labour, materials, and professional services.

IV. To borrow money and to issue bonds, notes, debentures, and other evidences of indebtedness, and to secure the same by mortgage, deed of trust, pledge, or other encumbrance upon the property of the corporation, as may be authorised by the Board of Trustees.

V. To do and perform all other acts and things, and to exercise all other powers, which may be necessary, convenient, or incidental to the carrying out of the foregoing purposes, and which are not prohibited by the laws of the State of California.

It is hereby expressly declared that the foregoing statement of purposes shall be construed as a statement of both purposes and powers, and that the purposes and powers stated in each clause shall, except where otherwise expressed, be in no wise limited or restricted by reference to or inference from the terms of any other clause, but shall each be regarded as independent purposes and powers.

ARTICLE III — Principal Place of Business

The principal place of business of this corporation shall be situate in the City and County of San Francisco, State of California.

The corporation shall maintain at its principal place of business a registered office at which process may be served upon it, and shall keep at such office the books and records required by law to be there maintained. The corporation may, as determined by the Board of Trustees, establish and maintain such branch offices, agencies, and places of business within or without the State of California as the business of the corporation may from time to time require.

ARTICLE IV — Duration

The term for which this corporation is to exist shall be FIFTY YEARS from and after the date of filing of these Articles of Incorporation with the County Clerk of the City and County of San Francisco, being until the Fifteenth Day of June, in the Year of Our Lord One Thousand Nine Hundred and Twenty-Four, unless sooner dissolved according to law; provided always that at or before the expiration of the said term, the corporation may, by resolution of its Board of Trustees and with the approval of its shareholders in accordance with the laws of California then in force, extend the duration of its corporate existence for such further period as may be permitted by law.

ARTICLE V — Capital Stock

I. The total authorised capital stock of this corporation shall be TWO HUNDRED AND FIFTY THOUSAND DOLLARS ($250,000), divided into two thousand five hundred (2,500) shares of the par value of One Hundred Dollars ($100.00) each, all of which shall be of one class and designated as Common Stock.

II. Of the said two thousand five hundred (2,500) authorised shares, the following shares shall be issued and subscribed upon the formation of the corporation, in consideration of the capital contributions made by the respective subscribers as set forth herein:

To FRANCIS CHARLES KILLERTON, one thousand and fifty shares (1,050 shares), in consideration of his contribution of Sixty Thousand Dollars ($60,000) to the capital of the corporation, the balance of Forty-Five Thousand Dollars ($45,000) between such contribution and the par value of said shares being credited to the surplus account of the corporation;

To THEODORE JAMES CARTWRIGHT, four hundred and fifty shares (450 shares), in consideration of his contribution of Thirty Thousand Dollars ($30,000) to the capital of the corporation, the balance of Fifteen Thousand Dollars ($15,000) between such contribution and the par value of said shares being credited to the surplus account of the corporation;

To EMILY MARGARET STANTON, three hundred and twenty-five shares (325 shares), in consideration of her contribution of Twenty Thousand Dollars ($20,000) to the capital of the corporation, the balance of Twelve Thousand Five Hundred Dollars ($12,500) between such contribution and the par value of said shares being credited to the surplus account of the corporation;

To SAMUEL ELIAS HOLLOWAY, three hundred and seventy-five shares (375 shares), in consideration of his contribution of Twenty-Five Thousand Dollars ($25,000) to the capital of the corporation, the balance of Twelve Thousand Five Hundred Dollars ($12,500) between such contribution and the par value of said shares being credited to the surplus account of the corporation.

III. The remaining three hundred shares (300 shares) of the authorised capital stock, representing a total par value of Thirty Thousand Dollars ($30,000), shall remain unissued and shall be held in reserve by the corporation, to be issued at such time and upon such terms and conditions as the Board of Trustees may by resolution determine, subject always to the provisions of the laws of the State of California and such further restrictions as may be set forth in the Bylaws of the corporation.

IV. No share of the capital stock of this corporation shall be transferred upon the books of the corporation without the prior approval of the Board of Trustees, and any purported transfer made in contravention of this provision shall be null and void and of no effect.

V. The Board of Trustees shall have authority to accept subscriptions for and to issue the unissued shares of capital stock of the corporation to such persons, at such times, and upon such terms and conditions as the Board shall determine to be in the best interests of the corporation, including the issuance of shares to persons providing capital, professional services, or other consideration of value to the corporation.

ARTICLE VI — Board of Trustees

I. The business and affairs of this corporation shall be managed and controlled by a Board of Trustees, which shall consist of not fewer than three (3) nor more than seven (7) persons. The exact number of Trustees within the said limits shall be fixed and determined from time to time by resolution of the shareholders or, between meetings of shareholders, by resolution of the Board of Trustees.

II. The initial Board of Trustees of this corporation, to serve until the first annual meeting of shareholders or until their successors are duly elected and qualified, shall consist of five (5) persons, whose names and places of residence are as follows:

FRANCIS CHARLES KILLERTON, City and County of San Francisco, State of California;

THEODORE JAMES CARTWRIGHT, City and County of San Francisco, State of California;

EMILY MARGARET STANTON, City and County of San Francisco, State of California;

SAMUEL ELIAS HOLLOWAY, City and County of San Francisco, State of California;

LAWRENCE WILLIAM CHAMBERS, City and County of San Francisco, State of California.

III. At the first annual meeting of shareholders and at each annual meeting thereafter, Trustees shall be elected by the holders of shares entitled to vote thereon, to hold office until the next succeeding annual meeting of shareholders and until their successors are duly elected and qualified. Should any vacancy occur in the Board of Trustees by reason of death, resignation, removal, or otherwise, such vacancy may be filled by the affirmative vote of a majority of the remaining Trustees then in office, though less than a quorum, and the Trustee so appointed shall hold office until the next annual meeting of shareholders.

IV. The Board of Trustees shall have power to make, alter, amend, and repeal the Bylaws of this corporation, subject to the power of the shareholders to alter or repeal any Bylaws made by the Board.

V. Meetings of the Board of Trustees may be held at such place within or without the State of California as the Board may from time to time determine. Regular meetings of the Board shall be held at least quarterly. Special meetings of the Board may be called by the President or by any two Trustees upon not less than five days' written notice to each Trustee.

ARTICLE VII — Officers

I. The officers of this corporation shall consist of a President, a Vice President, a Secretary, and a Treasurer, and such additional officers as the Board of Trustees may from time to time by resolution appoint.

II. The initial officers of the corporation, to serve at the pleasure of the Board of Trustees, shall be as follows:

President: FRANCIS CHARLES KILLERTON;

Vice President: THEODORE JAMES CARTWRIGHT;

Secretary: EMILY MARGARET STANTON;

Treasurer: SAMUEL ELIAS HOLLOWAY.

III. The President shall be the chief executive officer of the corporation and shall, subject to the direction and control of the Board of Trustees, have general supervision, direction, and control of the business and officers of the corporation. The President shall preside at all meetings of the shareholders and at all meetings of the Board of Trustees. The President shall have such other powers and duties as may from time to time be prescribed by the Board of Trustees or the Bylaws.

IV. The Vice President shall, in the absence or disability of the President, perform all the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall have such other powers and duties as may from time to time be prescribed by the Board of Trustees or the Bylaws.

V. The Secretary shall keep or cause to be kept a book of minutes at the principal office of the corporation, or such other place as the Board of Trustees may order, of all meetings of Trustees and shareholders, with the time and place of holding, whether regular or special, and if special, how authorised, the notice thereof given, the names of those present at Trustees' meetings, the number of shares present or represented at shareholders' meetings, and the proceedings thereof. The Secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the Board of Trustees required by the Bylaws or by law to be given, and shall have such other powers and duties as may be prescribed by the Board of Trustees or the Bylaws.

VI. The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus, and shares. The books of account shall at all reasonable times be open to inspection by any Trustee. The Treasurer shall deposit all monies and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board of Trustees, and shall have such other powers and duties as may be prescribed by the Board of Trustees or the Bylaws.

ARTICLE VIII — Shareholders' Meetings

I. The annual meeting of the shareholders of this corporation shall be held at the principal place of business of the corporation in the City and County of San Francisco, or at such other place within the State of California as may be designated by the Board of Trustees, on the second Monday of January in each year, commencing with the year 1875, or on such other day in such month as the Board of Trustees shall designate, for the purpose of electing Trustees and for the transaction of such other business as may properly come before the meeting.

II. Special meetings of the shareholders may be called at any time by the Board of Trustees, the President, or by the holders of shares representing not less than one-fifth of the voting power of the corporation, upon written notice specifying the purpose of the meeting, given not less than ten days before the date of such meeting.

III. At every meeting of the shareholders, each holder of record of shares of Common Stock shall be entitled to one vote for each share of stock standing in his or her name on the books of the corporation. A majority of the shares of the issued and outstanding capital stock of the corporation entitled to vote, represented in person or by duly authorised proxy, shall constitute a quorum for the transaction of business at any meeting of shareholders.

ARTICLE IX — Liability of Shareholders

The private property of the shareholders of this corporation shall not be subject to the payment of the corporate debts to any extent whatsoever, it being the intent hereof that the liability of each shareholder shall be limited to the amount unpaid upon the shares held by him or her.

ARTICLE X — Amendments

These Articles of Incorporation may be amended in the manner provided by the laws of the State of California. Any amendment altering the corporate name, the purposes of the corporation, or the authorised capital stock shall require the affirmative vote of shareholders holding not less than two-thirds of the issued and outstanding shares of capital stock of the corporation entitled to vote thereon at a duly convened meeting of shareholders, of which not less than twenty days' notice shall have been given.

ARTICLE XI — Dissolution

The corporation may be dissolved and its affairs wound up voluntarily upon the affirmative vote of shareholders holding not less than two-thirds of the issued and outstanding shares of capital stock of the corporation at a duly convened meeting of shareholders called for that purpose, of which not less than thirty days' notice shall have been given to all shareholders of record. Upon such vote, the Board of Trustees shall proceed to wind up and settle the affairs of the corporation, pay and discharge all its liabilities, and distribute the remaining assets, if any, among the shareholders in proportion to their respective holdings, in accordance with the laws of the State of California then in force.

ARTICLE XII — Governing Law

This corporation is organised under and pursuant to the laws of the State of California, and all matters relating to the formation, governance, and dissolution of the corporation, and all rights and duties of the Trustees, officers, and shareholders, shall be governed by and construed in accordance with the laws of the State of California as they may from time to time be in force.

IN WITNESS WHEREOF, we, the undersigned incorporators, have executed these Articles of Incorporation this Fifteenth Day of June, in the Year of Our Lord One Thousand Eight Hundred and Seventy-Four.

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Francis Charles Killerton

City and County of San Francisco, California

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Theodore James Cartwright

City and County of San Francisco, California

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Emily Margaret Stanton

City and County of San Francisco, California

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Samuel Elias Holloway

City and County of San Francisco, California

STATE OF CALIFORNIA,CITY AND COUNTY OF SAN FRANCISCO.

On this Fifteenth Day of June, in the Year of Our Lord One Thousand Eight Hundred and Seventy-Four, before me, the undersigned, a Notary Public in and for the said City and County, personally appeared FRANCIS CHARLES KILLERTON, THEODORE JAMES CARTWRIGHT, EMILY MARGARET STANTON, and SAMUEL ELIAS HOLLOWAY, known to me to be the persons whose names are subscribed to the within instrument, and acknowledged to me that they executed the same for the purposes therein contained.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

___________________________________

Notary Public in and for the City and Countyof San Francisco, State of California.

[NOTARIAL SEAL]

Filed and recorded in the Office of the County Clerk of the City and County of San Francisco, State of California, this Fifteenth Day of June, 1874.

Filing fee received: Ten Dollars ($10.00).

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County Clerk,City and County of San Francisco.