Starbucks Corp. Contracts
Sample Business Contracts
Articles of Incorporation - Starbucks Corp.
RESTATED ARTICLES OF INCORPORATION OF STARBUCKS CORPORATION Pursuant to RCW 23B.10.070, the following Restated Articles of Incorporation are hereby submitted for filing: ARTICLE 1. NAME The name of this corporation is Starbucks Corporation. ARTICLE 2. DURATION The period of this corporation's duration is perpetual. ARTICLE 3. PURPOSES This corporation is organized for the purposes of transacting any and all business for which corporations may be incorporated under Title 23A of the Revised Code of Washington, as amended, including, but not limited to, establishing and operating retail coffee and espresso bars in the State of Washington and in other states. ARTICLE 4. SHARES The Corporation shall have authority to issue 57,500,000 shares of capital stock of which 50,000,000 shares shall be common stock and 7,500,000 shares shall be preferred stock. 4.1 Common Stock. The Corporation shall have authority to issue up to 50,000,000 shares of common stock, each share without par value. 4.2 Preferred Stock. The Corporation shall have authority to issue up to 7,500,000 shares of preferred stock, each share without par value. The Board of Directors shall have all rights afforded by applicable law to establish series of said preferred shares, the rights and preferences of each such series to be set forth in appropriate resolutions of the board. ARTICLE 5. DIRECTORS 5.1 Number of Directors. The number of directors of this Corporation shall be fixed by the bylaws and may be increased or decreased from time to time in the manner specified therein. 5.2 Terms of Directors. Beginning with the Board of Directors elected at the first Annual Meeting of Shareholders held after all series of Preferred Stock outstanding as of May 20, 1992 are converted into Common Stock, the terms of office of all Directors shall be staggered by dividing the total number of Directors into three groups, with each group containing one-third of the total number of directors, as near as may be. The terms of Directors in the first group will expire at the first annual shareholders' meeting after their election, the terms of the second group will expire at the second annual shareholders' meeting after their election, and the terms of the third group will expire at the third annual shareholders' meeting after their election. At each annual shareholders' meeting held thereafter, Directors shall be chosen for a term of three years to succeed those whose terms expire. ARTICLE 6. PREEMPTIVE RIGHTS 6.1 Common Stock. Shareholders of the Common Stock of this corporation shall not have preemptive rights to acquire shares of stock or securities convertible into shares of stock issued by the corporation. 6.2 Preferred Stock. Holders of Preferred Stock shall have preemptive rights subject to the rights and preferences as described under Article 4 of these Articles of Incorporation. ARTICLE 7. CUMULATIVE VOTING Shareholders of this Corporation shall not have the right to cumulate votes in the election of directors. ARTICLE 8. AMENDMENTS OF ARTICLES OF INCORPORATION The Corporation reserves the right to amend or repeal any provisions contained in these Articles of Incorporation, in the manner now or hereafter prescribed by law. All rights and powers conferred herein on shareholders and directors are subject to this reserved power. ARTICLE 9. INCORPORATOR The name and address of the incorporator is G. Scott Greenburg, Shidler McBroom Gates & Lucas, 3500 First Interstate Center, Seattle, Washington, 98104. ARTICLE 10. LIMITATION OF DIRECTOR LIABILITY To the full extent that the Washington Business Corporation Act, as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of the liability of directors, a director of the Corporation shall not be liable to the Corporation or its shareholders for monetary damages for his acts or omissions as a director. Any amendment to or repeal of this Article 11 shall not adversely affect any right or protection of a director of the Corporation for or with respect to any acts or omissions occurring prior to such amendment or repeal. The undersigned, as Secretary of Starbucks Corporation, executes these Restated Articles of Incorporation as duplicate originals under penalty of perjury this 11th day of September, 1992. STARBUCKS CORPORATION /s/ G. Scott Greenburg ---------------------- G. Scott Greenburg Secretary