978-1133019145 Appendix Appendix Part 3

Unlock access to all the studying documents.

View Full Document

APPENDIX L

Articles of Merger and Plan of Merger

ARTICLES OF MERGER

BETWEEN

CUTTING EDGE COMPUTER REPAIR, INC.

AND

KOHLER’S COMPUTERS, INC.

Pursuant to the provisions of [cite state statute], the undersigned corporations

have adopted the following articles of merger for the purpose of combining the

undersigned corporations effective as of the day of ,20 :

The Plan of Merger that follows was approved by the stockholders of each of the

undersigned corporations in the manner prescribed by statute.

As to each of the undersigned corporations, the number of shares outstanding,

and the designation and number of outstanding shares of each class entitled to vote

as a class on such plan, are as follows:

Name Number of Number of Number of Shares

of Outstanding Shares Voted for Voted Against

Corporation Shares Plan of Merger Plan of Merger

Cutting Edge

Computer Repair, Inc. 4,000 4,000 0

Kohler’s Computers, Inc. 4,000 4,000 0

PLAN OF MERGER

1. The names of the merging corporations are:

Cutting Edge Computer Repair, Inc.

Kohler’s Computers, Inc.

Cutting Edge Computer Repair, Inc. will be the surviving corporation of the merger.

2. All of the property, rights, privileges, leases and patents of Kohler’s Computers,

Inc. shall be transferred to and become the property of Cutting Edge Computer

Repair, Inc., the surviving corporation.

3. The following individuals will constitute the board of directors of the surviving

corporation until their successors are elected and qualify:

Bradley Steven Harris Sandra Kohler

Cynthia Ann Lund Scott Kohler

4. The following individuals will hold the office in the surviving corporation set forth

opposite their name until their successors are elected and qualify:

Bradley Steven Harris Chief Executive Officer

Cynthia Ann Lund Chief Financial Officer

tnediserPeciVrelhoKardnaS

tnediserPeciVrelhoKttocS

Cynthia Ann Lund Secretary

5. The Articles of Incorporation of Cutting Edge Computer Repair, Inc., as in effect

immediately prior to the merger, will remain in full force and effect as Articles of

Incorporation of the surviving corporation.

42781_02_PT02_p083-112.indd 10342781_02_PT02_p083-112.indd 103 2/6/09 1:55:24 AM2/6/09 1:55:24 AM

in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.

PART II Appendices

6. Each issued share of Kohler’s Computers, Inc. shall be surrendered and

exchanged for one share of the surviving corporation.

IN WITNESS WHEREOF, these Articles of Merger have been executed by the

aforementioned corporations as of the day of ,20 .

[Corporate Seal] CUTTING EDGE COMPUTER REPAIR, INC.

By: ____________________________

Chief Executive Officer

By: ____________________________

Secretary

.CNI,SRETUPMOCS’RELHOK]laeSetaroproC[

By: ____________________________

Chief Executive Officer

By: ____________________________

Secretary

Cover Letter

ABRAHAMS & BENSON, PLLC

ATTORNEYS AT LAW

4759 Main Street

Pine City, [Home State] 33221

612-555-2468

[Date]

Business Services Division

Office of the Secretary of State

[Home Town], [Home State] 33221

Re: Cutting Edge Computer Repair, Inc.

Dear Sir or Madam:

Please file the enclosed Articles and Plan of Merger between Cutting Edge Computer

Repair, Inc., and Kohler’s Computers, Inc. pursuant to of the _______________

Statutes. I am enclosing a check in the amount of $ for your filing fee.

If you have any questions, please feel free to call me at .

Sincerely,

[Student]

Paralegal

Enclosures

42781_02_PT02_p083-112.indd 10442781_02_PT02_p083-112.indd 104 2/6/09 1:55:24 AM2/6/09 1:55:24 AM

in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.

APPENDIX M

Application for Certificate of Authority

Office of the Secretary of State

Corporations Section

P.O. Box 13697

Austin, Texas 78711-3697

APPLICATION FOR CERTIFICATE OF AUTHORITY

Pursuant to the provisions of article 8.05 of the Texas Business Corporation Act, the

undersigned corporation hereby applies for a certificate of authority to transact

business in Texas:

1. The name of the corporation is Cutting Edge Computer Repair, Inc.

2. A. If the name of the corporation in its jurisdiction of incorporation does not

contain the word “corporation,” “company,” “incorporated,” or “limited” (or an

abbreviation thereof), then the name of the corporation with the word of

abbreviation which it elects to add for use in Texas is

B. If the corporate name is not available in Texas, then set forth the name under

which the corporation will qualify and transact business in Texas

3. The federal tax identification number is 41-1234567

4. It is incorporated under the laws of [Home State]

5. The date of its incorporation is [Date of fictitious incorporation] and the

period of duration is [perpetual] (State “perpetual“ or term of years)

6. The address of its principal office in the state or country under the laws of which

it is incorporated is 1753 Oakland Drive, Pine City, [Home State] 33221

7. The street address of its proposed registered office in Texas is (a P.O. Box is not

sufficient)

123 Main Street

Austin, TX 78711

and the name of its proposed registered agent in Texas at such address is

John Smith

8. The purpose or purposes of the corporation which it proposes to pursue in the

transaction of business in Texas are general business purposes in connection

with computer repair.

9. It is authorized to pursue such purpose or purposes in the state or country under

the laws of which it is incorporated.

10. The names and respective addresses of its directors are:

SSERDDAEMAN

Bradley Steven Harris 1753 Oakland Drive

Pine City, [Home State] 33221

evirDwolliW7284dnuLnnAaihtnyC

Kenwood, [Home State] 33221

42781_02_PT02_p083-112.indd 10542781_02_PT02_p083-112.indd 105 2/6/09 1:55:25 AM2/6/09 1:55:25 AM

in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.

PART II Appendices

11. The names and respective addresses of its officers are:

ECIFFOSSERDDAEMAN

(city and state)

Bradley Steven Harris 1753 Oakland Drive

Pine City, [Home State] 33221

Chief

Executive Officer

Cynthia Ann Lund 4327 Willow Drive

Kenwood, [Home State] 33221

Chief Financial

Officer, Secretary

12. The aggregate number of shares which it has authority to issue, itemized by classes,

par value of shares, shares without par value, and series, if any, within a class, is:

Number of

Par Value Per Share or

Statement That

Shares Are Without

Par Value

10,000 Common NA Shares are without par value.

13. The aggregate number of its issued shares, itemized by classes, par value of

shares, shares without par value, and series, if any, within a class, is:

4,000 Common NA

14. The amount of its stated capital is $ 40,000.00 . (See instructions for definition

of stated capital.)

15. Consideration of the value of at least One Thousand Dollars ($1,000.00) has been

paid for the issuance of its shares.

16. The application is accompanied by a certificate issued by the secretary of state

or other authorized officer of the jurisdiction of incorporation evidencing the

corporate existence and dated within 90 days of the date of receipt of the

application.

Cutting Edge Computer Repair, Inc.

By: ____________________________

Bradley Steven Harris

Its: Chief Executive Officer

Form No. 301

Revised 8/99

Class Series

Number of

Par Value Per Share or

Statement That

Shares Are Without

Par Value

Shares are without par value.

Class Series

42781_02_PT02_p083-112.indd 10642781_02_PT02_p083-112.indd 106 2/6/09 1:55:25 AM2/6/09 1:55:25 AM

in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.

APPENDIX M Application for Certificate of Authority

ABRAHAMS & BENSON, PLLC

ATTORNEYS AT LAW

4759 Main Street

Pine City, [Home State] 33221

612-555-2468

[Date]

Secretary of State

Statutory Filings Division

Corporations Section

P.O. Box 13697

Austin, Texas 78711-3697

Re: Cutting Edge Computer Repair, Inc.

Application for Certificate of Authority to Transact Business as a Foreign

Corporation

Dear Sir or Madam:

I am enclosing the following documents in application for a Certificate of Authority to

Transact Business on behalf of Cutting Edge Computer Repair, Inc.:

1. Two signed copies of the Application for a Certificate of Authority.

2. A Certificate of Good Standing from the state of [Home State].

3. Our check in the sum of $750 for your filing fee.

Please return the filed stamped copy of the application to me at the above address.

If you have any questions, please feel free to call me at .

Sincerely,

[Student]

Paralegal

Enclosures

Cover Letter

42781_02_PT02_p083-112.indd 10742781_02_PT02_p083-112.indd 107 2/6/09 1:55:25 AM2/6/09 1:55:25 AM

in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.

APPENDIX N (a)

Articles of Dissolution

ARTICLES OF DISSOLUTION

CUTTING EDGE COMPUTER REPAIR, INC.

Pursuant to the provisions of [cite state statute] , the undersigned

corporation (the ”Corporation“) has adopted these Articles of Dissolution for the

purpose of dissolving the undersigned corporations effective as of the day of

,20 :

The name of the dissolving corporation is Cutting Edge Computer Repair, Inc.

II.

The dissolution of the Corporation was recommended by the Board of Directors

and approved by a Unanimous Written Consent of the Shareholders of the

Corporation, effective as of the day of ,20 .

The dissolution of the Corporation was approved by the shareholders of the

Corporations in the manner prescribed by statute.

The number of shares outstanding, and the designation and number of

outstanding shares of each class entitled to vote on the dissolution of the

Corporation, are as follows:

Number of Number of Shares Number of Shares

Shares Voted For Dissolution Voted Against

Dissolution

0000,4000,4

IN WITNESS WHEREOF, these Articles of Dissolution have been executed by the

Corporation as of the day of ,20 .

[Corporate Seal] CUTTING EDGE COMPUTER REPAIR, INC.

By: ____________________________

Chief Executive Officer

By: ____________________________

Secretary

42781_02_PT02_p083-112.indd 10842781_02_PT02_p083-112.indd 108 2/6/09 1:55:25 AM2/6/09 1:55:25 AM

in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.

APPENDIX N Articles of Dissolution

Cover Letter

ABRAHAMS & BENSON, PLLC

ATTORNEYS AT LAW

4759 Main Street

Pine City, [Home State] 33221

612-555-2468

[Date]

Business Services Division

Office of the Secretary of State

[Home Town], [Home State] 33221

Re: Cutting Edge Computer Repair, Inc.

Dear Sir or Madam:

Please file the enclosed Articles of Dissolution by Cutting Edge Computer Repair, Inc.,

pursuant to of the Statutes. I am enclosing a check in the

amount of $ for your filing fee.

If you have any questions, please feel free to call me at .

Sincerely,

[Student]

Paralegal

Enclosures

42781_02_PT02_p083-112.indd 10942781_02_PT02_p083-112.indd 109 2/6/09 1:55:25 AM2/6/09 1:55:25 AM

in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.

APPENDIX N (b)

Statement of Intent to Dissolve

STATEMENT OF INTENT TO DISSOLVE

CUTTING EDGE COMPUTER REPAIR, INC.

Pursuant to the provisions of [cite state statute] , the undersigned

corporation (the ”Corporation“) hereby provides the following statement of intent to

dissolve the Corporation to the Secretary of State.

The name of the dissolving corporation is Cutting Edge Computer Repair, Inc.

II.

The dissolution of the Corporation was recommended by the Corporation’s

Board of Directors, and approved by a Unanimous Written Consent of the

Shareholders of the Corporation, effective as of the day of ,

20 .

III.

The board of directors of the Corporation is hereby authorized to take any and

all actions necessary to wind up the business of the Corporation, and distribute the

Corporation’s assets in accordance with statute.

Dated:

IN WITNESS WHEREOF, this Statement of Intent to Dissolve has been executed

by the Corporation as of the day of ,20 .

[Corporate Seal] CUTTING EDGE COMPUTER REPAIR, INC.

By: ____________________________

Chief Executive Officer

By: ____________________________

Secretary

42781_02_PT02_p083-112.indd 11042781_02_PT02_p083-112.indd 110 2/6/09 1:55:25 AM2/6/09 1:55:25 AM

in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.

APPENDIX O

Employment Agreement

CUTTING EDGE COMPUTER REPAIR, INCORPORATED

EMPLOYMENT AGREEMENT WITH

BRIAN ANDERSON

Agreement made, effective as of [date] , by and between Cutting Edge

Computer Repair, Inc., a corporation duly organized and existing under the laws of

the state of [Home State], with a place of business at 1753 Oakland Drive, Pine City,

[Home State], hereinafter referred to as (”Employer“), and Brian Anderson, of 3856

Main Street, Oakdale, [Home State], hereinafter referred to as (”Employee“).

RECITALS

The parties recite and declare:

A. Employer desires to hire Employee because of Employee’s vast business

experience and experience as a computer technician.

B. Employee desires to be employed by Employer in the capacity described below.

For the reasons set forth above, and in consideration of the mutual covenants

and promises of the parties set forth in this agreement, Employer and Employee

agree as follows:

SECTION ONE

EMPLOYMENT

Employer employs Employee on the terms and conditions stated in this

agreement to perform those duties typical of a computer repair technician, and

Employee agrees to perform such services for Employer on the terms and conditions

stated in this agreement.

SECTION TWO

TERMS OF EMPLOYMENT

The term of employee’s employment shall last until terminated by either the

Employer or the Employee on 60 days’ notice.

SECTION THREE

COMPENSATION

Employer shall pay to Employee an annual salary of Thirty Thousand and 00/100

Dollars ($30,000.00), payable on the 1st and 15th of each month, commencing on

SECTION FOUR

VACATION

Employee shall receive two weeks paid vacation per year (10 days total) for the

first five years of his employment. Employee shall be eligible to take his vacation

time any time during the year after the year in which the vacation was earned, upon

42781_02_PT02_p083-112.indd 11142781_02_PT02_p083-112.indd 111 2/6/09 1:55:25 AM2/6/09 1:55:25 AM

in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.

PART II Appendices

giving Employer two weeks’ notice. Subsequent to that period, vacation shall be

earned as follows:

5 to 10 years of service: 3 weeks vacation (15 days total)

10 or more years of service: 4 weeks vacation

SECTION FIVE

PAID HOLIDAYS

The Employee shall receive paid time off each year for ten paid holidays,

including the following holidays:

New Years Day Labor Day

Memorial Day Thanksgiving

Fourth of July Christmas

Employee shall receive time off for the four remaining holidays as determined by

Employer each year.

SECTION SIX

SICK LEAVE

Employee shall receive up to five days of paid sick leave per year.

SECTION SEVEN

HEALTH INSURANCE

After 30 days of employment, Employee shall be entitled to receive the health

insurance benefits offered by the Employer. Currently those benefits include a policy

of health insurance fully paid by Employer for the Employee, as further described in

the booklet entitled Cutting Edge Computer Repair, Inc. Health Insurance. Family

coverage will be available at Employee’s expense. Employer reserves the right to

change health insurance carriers, but agrees to continue health insurance coverage

at the same level of coverage for Employee.

SECTION EIGHT

COVENANT NOT TO COMPETE

Employee agrees that after termination of his employment with Employer, for

whatever reason, he will not establish his own computer repair business, or partake

in ownership of another computer repair business, within a 25 mile radius of

Employer’s home office at 1753 Oakland Drive, Pine City, [Home State], for a period

of three years.

IN WITNESS WHEREOF, each party to this Agreement has caused it to be

executed on the date indicated below.

Employer

Cutting Edge Computer Repair, Inc.

By: ____________________________

Employee

By: ____________________________

42781_02_PT02_p083-112.indd 11242781_02_PT02_p083-112.indd 112 2/6/09 1:55:26 AM2/6/09 1:55:26 AM

in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.