SRI International

 

 

Restated Articles of Incorporation

 

Dated 11 January 1972

 

 

 

 

Including Amendments of:

 

 

3 May 1977

 

 

7 April 1980

 

 

and

 

 

10 March 1994

 

 

 

 

 

 

 

 

CERTIFICATE OF AMENDMENT

OF

RESTATED ARTICLES OF INCORPORATION

OF

SRI INTERNATIONAL

 

 

 

Paul M. Cook and John M. Kelly certify that:

 

1.                  They are the Chairman of the Board and the Secretary,

Respectively, of SRI International.

 

2.                  ARTICLE FOURTH of the Restated Articles of Incorporation of this

Corporation is amended by striking therefrom the second paragraph

Of ARTICLE FOURTH, which now reads as follows:

 

            The directors shall serve without compensation and no

            Director shall receive any pecuniary benefit from the

            Corporation except reimbursement for actual expenses

            Incurred in connection with the business of the corporation.

 

3.                  The foregoing Amendment of Restated Articles of Incorporation has

Been duly approved by the board of Directors.

 

4.                  The corporation has no members.

 

We further declare under penalty of perjury under the laws of the State of

California that the matters set forth in this Certificate are true and correct of our

Own knowledge.

 

Date:    March _____, 1994.

 

                                                                        ___________________________

                                                                        Paul M. Cook

                                                                        Chairman of the Board

 

 

                                                                        ___________________________

                                                                        John M. Kelly

                                                                        Secretary

 

 

 

RESTATED ARTICLES OF INCORPORATION

OF

SRI INTERNATIONAL

 

 

BE IT RESOLVED, that ARTICLE FOURTH of the Restated Articles of

Incorporation of this corporation is amended by striking therefrom

The second paragraph ARTICLE FOURTH, which now reads as follows:

 

            The directors shall serve without compensation and no director

            shall receive any pecuniary benefit from the corporation except

            reimbursement for actual expenses incurred in connection with

            the business of the corporation.

 

BE IT FURTHER RESOLVED that the Company adopt a compensation

plan for payment of fees to unaffiliated directors of the Company in

accordance with the following schedule:

 

 

 

                                                                            Per                   Est.

                                                                        Meeting            Annual

 

Annual fee                                                                                $2,500

Fee per board meeting                                      $1,500             $7,500

Committee fee if not on same day as

                        Board Meeting             $   750             $1,500

Committee chair                                                                      ($2.000)

                                                                             $11,000-13,500

 

 

 

 

As amended March 10, 1994

Executed by State of California, April 11,1994

 

 

 

 

 

 

 

 

 

 

 

RESTATED ARTICLES OF INCORPORATION

OF

SRI INTERNATIONAL

 

 

 

KNOW ALL MEN BY THESE PRESENTS:

 

          That we, the undersigned, all of whom are citizens and

residents of the State of California, have this day voluntarily

associated ourselves together for the purpose of forming a non-

profit corporation under the laws of the State of California and in

particular under Title XII of the Division One of the Civil Code of

California, and we hereby certify:

 

          FIRST:        That the name of said corporation shall be

 

SRI INTERNATIONAL

 

          SECOND:   That the purposes for which said corporation is

formed are:

 

          To promote the educational purposes of the Leland Stanford

Junior University by encouraging, fostering and conducting

scientific investigations and pure and applied research in the

physical, biological and social sciences, engineering and the

mechanic arts, and to extend scientific knowledge in the several

pursuits and professions of like; and to devote its resources to the

advancement of scientific investigation and research and to the

assistance of the Leland Stanford Junior University in the

promotion and extension of learning and knowledge:

 

          To provide, equip and maintain laboratories, experimental

and other facilities for general and specific scientific and industrial

research and to make such facilities available to the Leland

Stanford Junior University and other institutions and

organizations, public or private, for the conduct of research and

investigation;

 

          To engage, maintain and develop a staff of qualified

educators, scientists and research experts to carry on the

investigations and research projects of the corporation, to provide

for the development and improvement of research techniques; and

otherwise to aid in the advancement of scientific investigation and

of pure and applied research;

 

          To establish a center for the accumulation of information

useful to scientific and industrial research; to foster the exchange

of scientific and technical information with other research and

educational institutions and to publish and disseminate such of its

findings as may be deemed of general public interest;

 

          To promote and foster the application of science in the

development of commerce, trade and industry, the discovery and

development of methods for the beneficial utilization of natural

resources, the industrialization of the western United States of

America, and the improvement of the general standard of living

and the peace and prosperity of mankind;

 

          To apply for, obtain, register, purchase, lease or otherwise to

acquire and to hold, own, use, develop, operate and introduce, and

to sell, assign, and grant licenses or territorial rights in respect of,

or otherwise to torn to account or dispose of, own, introduce,

assign, lease, mortgage, or pledge, any copyrights, trademarks,

trade-names, brands, labels, inventions, devices, formulae,

processes, and all improvements or modifications thereof, patent

rights or letters patent of the United States of America, or any

other country or government, whether used in connection with or

secured under letters patent or otherwise;

 

          To make and receive gifts upon such terms and conditions as

the Board of Directors may determine;

 

          To make and enter into contracts of every sort and kind

permitted by law with any individual, firm, association, and

private, public or municipal corporation or body politic or any

agency or department thereof;

 

 

To receive property by devise or bequest, subject to the laws

regulating the transfer of property by will, and to otherwise

acquire and hold all property, real or personal, including shares of

stock, bonds, and securities of other corporations;

 

          To act as trustee under any trust incidental to the principal

objects of the corporation, and to receive, hold, administer and

expend funds and property subject to such trust;

 

          To convey, exchange, lease or encumber, transfer upon trust,

or otherwise dispose of all property, real or personal; to borrow

money, contract debts, and issue bonds, notes and debentures and

secure same;

 

          To do all other acts necessary or expedient for the

administration of the affairs and attainment of the purposes of the

corporation.

 

          THIRD:    That the County in the State of California where the

principal office for the transaction of business of the corporation is

to be located is the County of San Mateo, State of California.

 

          FOURTH;   That the number of directors of the corporation

shall be three (3).  The number of directors of the corporation may

be enlarged, reduced or changed by the By-Laws and amendments

thereto.

 

          The directors shall receive compensation in the form and

amounts as approved from time to time by the Board of Directors.

 

          The names and addresses of the incorporators and persons

who are to act as first directors of the corporation and until

directors are elected by the members are as follows:

 

Morris M. Doyle             Balfour Building              San Francisco

                                      351 California Street

Robert M. Adams, Jr.      Balfour Building              San Francisco

                                      351 California Street

John L. Rockwell            Balfour Building              San Francisco

                                      351 California Street

          FIFTH:        That the authorized number and qualifications of

the members of the corporation, the different classes of

membership and the voting and other rights, privileges and

obligations of the members shall be as set forth in the BY-LAWS of

the corporation.  Neither the members nor directors of the

corporation shall be personally liable for the debts, liabilities or

obligations of the corporation.

 

          SIXTH:       That the powers of the corporation shall be

exercised, its property controlled and its affairs conducted by the

directors.

 

          SEVENTH:  That the corporation is a corporation which does

not contemplate pecuniary gain or profit to the members thereof.

No part of the net earnings of the corporation shall be distributed

to, used by or inure to the benefit of any private member or

individual.  The corporation shall not carry on propaganda or

otherwise attempt to influence legislation.  The property of the

corporation shall be irrevocably dedicated to charitable and

scientific purposes.

 

          EIGHTH:     Upon the dissolution or winding up of the

corporation, all funds and property remaining after paying or

adequately providing for the debts and obligations of the

corporation shall be distributed to the Board of Trustees of the

Leland Stanford Junior University for the use and benefit of the

Leland Stanford University.

 

          IN WITNESS WHEREOF, the undersigned, William F. Miller

and Geoffrey A. Steel, respectively, the President and Secretary of

SRI International, a California corporation, have executed this

certificate entitled  Restated Articles of Incorporation of SRI

international   the 7th day of April, 1980.

 

                                      (original signed by)________

                                      William F. Miller

                                      President and Chief Executive

                                      Officer of SRI International

 

                                      (original signed by)________

                                      Geoffrey A. Steel

                                      Secretary of SRI International


 

CERTIFICATE

OF

AMENDMENT OF ARTICLES OF INCORPORATION

OF

STANFORD RESEARCH INSTITUTE

a California nonprofit corporation

 

CHARLES A. ANDERSON and GEOFFREY A. STEEL hereby certify:

 

1.                 That they nor are and during all of the times mentioned

herein have been the President and Secretary, respectively, of

Stanford Research Institute, a California nonprofit, non-stock

corporation.

         

2.                 That the General Members of Stanford Research Institute

are, pursuant to its By-Laws, the persona who are from time to

time the Directors of the corporation and that there are no other

members, special or general.

 

3.                 That at a regular meeting of the Board of Directors and

General Members of Stanford Research Institute, duly held at the

principal offices of the corporation, 333 Ravenswood Avenue, Menlo

Park, California, on March 4, 1977, at which a quorum was present,

the Board of Directors and General Members duly adopted the follow-

ing resolution approving the following amendment to the corporation's

Articles of Incorporation:

 

           BE IT RESOLVED by the Directors and General Members

          that the corporate name of Stanford Research Institute

          be changed to SRI INTERNATIONAL and that Article FIRST

          of the Articles of Incorporation be and the same hereby

          is amended to read:

 

                    FIRST:      That the name of said corporation shall be

SRI INTERNATIONAL

 

4.                 That the total number of Directors/General Members of

the corporation is fifteen (15); that a total of nine (9)

directors/General Members were present at the aforesaid meeting

And all nine voted in favor of the resolution; that the minimum

Number of Directors/General Members required to constitute a

Quorum is five (5).

 

 

 

                             ________________________________________

                             CHARLES A. ANDERSON, President

 

 

                             ________________________________________

                             GEOFFREY A. STEEL, Secretary

 

 

 

          Each of the undersigned declares under penalty of perjury that the

Matters set forth in the foregoing certificate are true and correct.

 

          Executed at Menlo Park, California, on the ____ day of _______

1977.

 

 

                             ________________________________________

                             CHARLES A. ANDERSON

 

 

 

                             ________________________________________

                             GEOFFREY A. STEEL

 

 

 

 

 

 


RESTATED ARTICLES OF INCORPORATION

OF

STANFORD RESEARCH INSTITUTE

 

KNOW ALL MEN BY THESE PRESENTS:

 

                        That we, the undersigned, all of whom are citizens and residents

of the State of California, have this day voluntarily associated ourselves

together for the purpose of forming a nonprofit corporation under the laws

of the State of California and in particular under Title XII of the

Division One of Civil Code of California, and we hereby certify:

                        FIRST:            That the name of said corporation shall be

STANFORD RESEARCH INSTITUTE

                        SECOND:      That the purposes for which said corporation is formed are:

                        To promote the educational purposes of the Leland Stanford Junior

University by encouraging, fostering and conducting scientific investigations

and pure and applied research in the physical, biological and social sciences,

engineering and the mechanic arts, and to extend scientific knowledge in the

several pursuits and professions of life; and to devote its resources to the

advancement of scientific investigation and research and to the assistance of

the Leland Stanford Junior University in the promotion and extension of

learning and knowledge;

                        To provide, equip and maintain laboratories, experimental and

other facilities for general and specific scientific and industrial research

and to make such facilities available to the Leland Stanford Junior University

and other institutions and organizations, public or private, for the conduct

of research and investigation;

                        To engage, maintain and develop a staff of qualified educators,

scientists and research experts to carry on the investigations and research

projects of the corporation; to provide for the development and improvement

of research techniques; and otherwise to aid in the advancement of scientific

investigation and of pure and applied research;

                        To establish a center for the accumulation of information useful

to scientific and industrial research; to foster the exchange of scientific

and technical information with other research and educational institutions

and to publish and disseminate such of its findings as may be deemed of

general public interest;

                        To promote and foster the application of science in the development of commerce, trade and industry, the discovery and development of methods

for the beneficial utilization of natural resources, the industrialization

of the western United States of America, and the improvement of the general

standard of living and the peace and prosperity of mankind;

 

                        To apply for, obtain, register, purchase, lease or otherwise to

acquire and to hold, own, use, develop, operate and introduce, and to

sell, assign, and grant licenses or territorial rights in respect of, or

otherwise to turn to account or dispose of, own, introduce, assign, lease,

mortgage, or pledge, any copyrights, trademarks, trade-names, brands,

labels, inventions, devices, formulae, processes, and all improvements

or modifications thereof, patent rights or letters patent of the United

States of America, or any other country or government, whether used in

connection with or secured under letters patent or otherwise;

 

                        To make and receive gifts upon such terms and conditions as the

Board of Directors may determine;

 

                        To make and  enter into contracts of every sort and kind permitted

by law with any individual, firm, association and private, public or

municipal corporation or body politic or any agency or department thereof;

 

                        To receive property by devise or bequest, subject to the laws

regulating the transfer of property by will, and to otherwise acquire and

hold all property, real or personal, including shares of stock, bonds, and

securities of other corporations;

 

                        To act as trustee under any trust incidental to the principal objects

of the corporation, and to receive, hold, administer and expend funds and \property subject to such trust;

 

                        To convey, exchange, lease or encumber, transfer upon trust, or

otherwise dispose of all property, real or personal; to borrow money,

contract debts, and issue bonds, notes and debentures and secure the same;

 

                        To do all other acts necessary or expedient for the administration

of the affairs and attainment of the purposes of the corporation.

 

                        THIRD:           That the County in the State of California where the

principal office for the transaction of business of the corporation is to

be located is the County of San Mateo, State of California.

 

                        FOURTH:       That the number of directors of the corporation shall

be three (3).  The number of directors of the corporation may be enlarge,

reduced or changed by the By-Laws or amendments thereto.

 

                        The directors shall serve without compensation and no director

shall receive any pecuniary benefit from the corporation except reimburse-

ment for actual expenses incurred in connection with the business of the corporation.

                        The names and addresses of the incorporators and persons who

are to act as first directors of the corporation and until directors are

elected by the members are as follows:

 

Morris M. Doyle                               Balfour Building

                                                            351 California Street                        San Francisco

 

Robert M. Adams, Jr.                        Balfour Building

                                                            351 California Street                        San Francisco

 

John L. Rockwell                              Balfour Building

                                                            351 California Street                        San Francisco

 

                        FIFTH:            That the authorized number and qualifications of members

of the corporation, the different classes of membership and the voting and

other rights, privileges and obligations of members shall be as set forth

in the By-Laws of the corporation.  Neither the members nor directors

of the corporation shall be personally liable for the debts, liabilities

or obligations of the corporation.

 

                        SIXTH:           That the powers of the corporation shall be exercised,

its property controlled an its affairs conducted by the directors.

 

                        SEVENTH:     That the corporation is a corporation which does not

contemplate pecuniary gain or profit to the members thereof.  No part of

the net earnings of the corporation shall be distributed to, used by or

inure to the benefit of any private member or individual.  The corporation

shall not carry on propaganda or others-wise attempt to influence legislation.

The property of the corporation shall be irrevocably dedicated to charitable

and scientific purposes.

 

                        EGHTH:         Upon the dissolution or winding up of the corporation,

all funds and property remaining after paying or adequately providing for

the debts and obligations of the corporation shall be distributed to the

Board of Trustees of the Leland Stanford Junior University for the use

and benefit of the Leland Stanford Junior University.

 

                        IN WITNESS WHEREOF, the undersigned Charles A. Anderson and

Geoffrey A. Steel, respectively the president and secretary of Stanford

Research Institute, a California Corporation, have executed this certificate

entitled  Restated Articles of Incorporation of Stanford Research Institute 

the 30th day of December, 1971.

 

                                                                        /s/        Charles A. Anderson

                                                                                    President and Chief Executive Officer

                                                                                    of Stanford Research Institute

 

                                                                        /s/        Geoffrey A. Steel

                                                                                    Secretary of Stanford Research Institute

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

State of California                 )

                                                )                       SS.

County of San Mateo            )

 

Charles A. Anderson and Geoffrey A. Steel being by me duly sworn, depose and

say:  That they are the president and secretary  respectively of Stanford

Research Institute, a California Corporation and that they have read the

foregoing certificate entitled  Restated Articles of Incorporation of Stanford

Research Institute;  that they have been authorized to execute the Certificate

by resolution of the Board of Directors of the Corporation adopted on the 13th

day of September, 1971, at San Francisco, California; and that the Certificate

correctly sets forth the text of the Articles of Incorporation as amended to

the date of this Certificate.

 

                                                                        /s/        Charles A. Anderson

                                                                                    President

 

                                                                        /s/        Geoffrey Steel

                                                                                    Secretary

 

Subscribed and sworn to before me this 30th day of December, 1971.

 

                                                                        /s/        Rosemary Crist

                                                                                    Notary Public

 

 

(SEAL)          

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CERTIFICATE

 

OF

 

AMENDMENT OF ARTICLES OF INCORPORATION

 

OF

 

STANFORD RESEARCH INSTITUTE

a California nonprofit corporation

 

CHARLES A. ANDERSON and GEOFFREY A. STEEL hereby certify:

 

1.                  That they now are and during all of the times mentioned

herein have been the President and Secretary, respectively, of

Stanford Research Institute, a California nonprofit, non-stock

corporation.

 

2.                  That the General Members of Stanford Research Institute

are, pursuant to its By-Laws, the persons who are form time to

time the Directors of the corporation and that there are no other

members, special or general.

 

3.                  That at a regular meeting of the Board of Directors and

General Members of Stanford Research Institute, duly held at the

principal offices of the corporation, 333 Ravenswood Avenue, Menlo

Park, California, on March 4, 1977, at which a quorum was present,

the Board of Directors and General Members duly adopted the follow-

ing resolution approving the following amendment to the corporation's

Articles of Incorporation:

 

             BE IT RESOLVED by the Directors and General Members

            that the corporate name of Stanford Research Institute

            be changed to SRI INTERNATIONAL and that Article FIRST

            of the Articles of Incorporation be and the same hereby

            is amended to read:

 

                         FIRST:           That the name of said corporation shall be

SRI INTERNATIONAL' 

 

4.                  That the total number of Directors/General Members of

the corporation is fifteen (15); that a total of nine (9)

Directors/General Members were present at the aforesaid meeting

and all nine voted in favor of the resolution; that the minimum

number of Directors/General Members required to constitute a

quorum is five (5).

 

 

 

 

                                                            ___________________________________    

                                                            CHARLES A. ANDERSON, President

 

 

 

                                                            ___________________________________

                                                            GEOFFREY A. STEEL, Secretary

 

 

 

            Each of the undersigned declares under penalty of perjury that the

matters set forth in the foregoing certificate are true and correct.

 

            Executed at Menlo Park, California, on the _______ day of __________,

1977.

 

 

 

                                                            ____________________________________

                                                            CHARLES A. ANDERSON

 

 

 

                                                            ____________________________________

                                                            GEOFFREY A. STEEL