EX-3.1 2 f10q0619ex3-1_arcimotoinc.htm ARCIMOTO, INC. SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION (AS AMENDED THROUGH JUNE 30, 2019)

Exhibit 3.1 

 

ARTICLES OF INCORPORATION

OF

WTP INCORPORATED

 

The undersigned person age 18 years or more, acting as incorporator of the corporation under the Oregon Business Corporation Act, adopts the following Articles of Incorporation:

 

Article I. Name. The name of the corporation is WTP Incorporated (the “Company”).

 

Article II. Oregon Domestic Corporation. The company is organized pursuant to the Oregon Business Corporation Act (the “Act”) under Chapter 60 of the Oregon Revised Statutes.

 

Article III. Best Interests of the Company. In all matters, including, but not limited to, the day-to-day operation and management of the Company, the best interests of the Company shall include due consideration of (a) the Company’s social, legal and economic effects on its employees and on the communities and geographic areas in which the Company operates; (b) the long-term as well as short-term interests of the Company and its shareholders; and (c) the Company’s effects on the environment. Nothing in this Article III, express or implied, is intended to create or grant any right(s) in or for any person or any cause(s) of action by or for any person. Notwithstanding the preceding sentence, any shareholder of the Company is entitled to rely on the definition of “best interests” in this Article III in enforcing his/her or its rights under the Act.

 

Article IV. Authorized Shares. The Company is authorized to issue 100,000 shares of Common Stock, without par value.

 

Article V. Registered Agent and Office. The name and address of the Company’s initial registered agent and office are:

 

Mark Frohnmayer 1263 West 5th Avenue  
  Eugene, OR 97402  

 

 

Article VI. Mailing Address. The address to which notices to the Company may be mailed is 1263 West 5th Avenue, Eugene, OR 97402.

 

Article VII. Incorporator. The name and address of the Company’s incorporator are:

 

Mark Frohnmayer 1263 West 5th Avenue  
  Eugene, OR 97402  

  

Article VIII. Board of Directors. The name and address of the Company’s initial director are:

 

Mark Frohnmayer 1263 West 5th Avenue  
  Eugene, OR 97402  

 

Articles of Incorporation–Page 1

 

 

 

 

Article IX. Director Liability. No director of the Company shall be personally liable to the Company or its shareholders for monetary damages arising out of conduct as a director, except for:

 

A.Any breach of the director’s duty of loyalty to the Company or its shareholders;

 

B.Acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

 

C.Any unlawful distribution under ORS 60.367; or

 

D.Any transaction from which the director derived an improper personal benefit.

 

Article X. Shareholder Action without a Meeting by less than Unanimous Consent.

Any action required or permitted by law to be taken at a shareholders’ meeting may be taken without a meeting if the action is taken by shareholders having not less than the minimum number of votes that would be necessary to take the action at a meeting at which all shareholders entitled to vote on the action were present and voted. Any shareholder action taken under this Article X must be evidenced by one or more written consents describing the action taken, signed by the shareholders taking the action and delivered to the Company for inclusion in the minutes or filing with the corporate records. Action taken under this Article X is effective when the consent or consents bearing sufficient signatures are delivered to the Company, unless the consent or consents specify an earlier or later effective date. If action is taken without a meeting by less than unanimous consent under this Article X, the Company must give written notice of the action, promptly after the action is taken, to shareholders who did not consent in writing to the action. The notice given must contain or be accompanied by the same material that would have been required to be sent to those shareholders in a notice of meeting at which the proposed action would have submitted to those shareholders for action.

 

Article XI. Shareholder Agreement Inconsistent with the Act. To the extent any provisions of these Articles of Incorporation are inconsistent with the Act, the inconsistent provisions of these Articles shall (a) be considered a shareholder agreement under Section 60.265 of the Act and (b) be valid for so long as the Company remains in existence or until those provisions are amended by the shareholders. Pursuant to Sections 60.265 and 60.952(3) of the Act, and as part of the shareholder agreement described in the preceding sentence, all remedies provided for in Section 60.952(2) of the Act are hereby eliminated with the exception of subsections (e), (h), (j) and (m).

 

Dated: November 20 , 2007. A close up of a device

Description automatically generated  
  Mark Frohnmayer, Incorporator  
     
     
     

 

 

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