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