Star Development Articles of Inc.ARTICLES OF INCORPORATION
OF
STAR DEVELOPMENT, INC.
ARTICLE I
NAME OF CORPORATION
The name of the corporation shall be Star Development, Inc.
ARTICLE II
DURATION OF CORPORATION
The duration of the corporation shall be perpetual.
ARTICLE III
CORPORATE PURPOSE
FILED EFFECTIVE
2015 AUG -7 AM * 43
S3AT _ QF IDAHO
The purposes for which the corporation is organized are to carry on any lawful business
for which corporations may be organized under the Idaho Business Corporation Act, and to
exercise all powers granted to a corporation formed under that Act, including any amendments
thereto or successor statute that may be hereinafter enacted.
ARTICLE IV
CAPITALIZATION
The aggregate number of shares this corporation shall have the authority to issue shall be:
(a) 10,000 shares of non -assessable voting common stock having a par value of $1.00
per share; and
(b) 90,000 shares of non -assessable nonvoting common stock having a par value of
$1.00 per share.
Each share of voting common stock and each share of nonvoting common stock shall be
identical in interest. Neither voting nor nonvoting shares shall have any preferential or superior
rights; provided, however, that a voting share shall entitle the holder thereof to vote in accordance
with the applicable provisions of the Idaho Business Corporation Act. Nonvoting shareholders
shall not be entitled to vote on any proposed amendment to these articles, including, but not
limited to, any amendment regarding the list of corporate changes outlined in Idaho Code § 30-29-
1004(1). The voting and nonvoting shares shall constitute one class of shares as defined in
§§ 1361(b)(1)(D) and 2701(a)(2)(B) of the Internal Revenue Code. A special meeting of the voting
shareholders or a special meeting of the nonvoting shareholders may be called at any time by the
respective voting or nonvoting shareholder, or voting or nonvoting shareholders, holding in the
ARTICLES OF INCORPORATION - P. I
aggregate thirty-three and one-third percent (33 113 %) of all of the votes to be cast on any issue
proposed to be considered.
ARTICLE V
BOARD OF DIRECTORS
The number of directors constituting the initial Board of Directors is one (1). The number
of directors may be increased or decreased from time to time by resolution of the directors, but
the number of directors shall not be less than one (1) nor more than seven (7). No decrease in the
number of directors shall have the effect of shortening the term of any incumbent director. Once
elected, the directors may be removed by a vote of the voting shareholders with or without cause.
The names and addresses of the persons who are to serve as the initial directors are:
Director Allen Lee Centers
P.O. Box 518
Meridian, Idaho 83680
ARTICLE VI
NO PREEMPTIVE RIGHTS
The owners of shares of voting and nonvoting common stock of the corporation shall not
be entitled to preemptive rights to subscribe for or purchase any part of new or additional issues
of stock or securities convertible into stock of any class whatsoever whether now or hereafter
authorized, and whether issued for cash, property, services, by way of dividend or otherwise.
ARTICLE VII
NO CUMULATIVE VOTING
There shall be no cumulative voting of shares.
ARTICLE VIII
AMENDMENT OF ARTICLES OF INCORPORATION
The corporation reserves the right to amend, alter, change or repeal any provisions
contained in its articles of incorporation in any manner now or hereafter prescribed or permitted
by statute. All rights of shareholders of the corporation are granted subject to this reservation.
ARTICLE IX
AMENDMENT OF BYLAWS
The Board of Directors is expressly authorized to alter, amend or repeal the bylaws of the
corporation and to adopt new bylaws, subject to repeal or change by majority vote of the
shareholders. Nothing herein shall deny the concurrent power of the shareholders to adopt, alter,
amend or repeal the bylaws.
ARTICLES OF INCORPORATION - P. 2
ARTICLE X
LIMITATION ON DIRECTOR LIABILITY
To the fullest extent permitted by Idaho law and subject to the bylaws of this corporation,
a director of this corporation shall not be liable to the corporation or its shareholders for monetary
damages for their conduct as a director. Any amendment to or repeal of this Article shall not
adversely affect any right of a director of this corporation hereunder with respect to any acts or
omissions of the director occurring prior to amendment or repeal.
ARTICLE XI
INDEMNIFICATION
To the fullest extent permitted by its bylaws and Idaho law, this corporation is authorized
to indemnify any of its officers, directors, employees and agents. The Board of Directors shall
be entitled to determine the terms of indemnification, including advance of expenses, and to give
effect thereto through the adoption of bylaws, approval of agreements, or by any other manner
approved by the Board of Directors. Any amendment to or repeal of this Article shall not
adversely affect any right of an individual with respect to any right to indemnification arising prior
to such amendment or repeal.
ARTICLE XII
TRANSACTIONS WITH INTERESTED PARTIES
The corporation may enter into contracts and otherwise transact any business with its
directors, officers, and shareholders, and with any entity in which they may have an interest
adverse to the corporation, as freely as though such adverse interest does not exist, even though
the vote, action or presence of such director, officer or shareholder may be necessary to obligate
the corporation upon such contracts or transactions.
In the absence of fraud, and with the notice required by the following paragraph, no such
contract or transaction shall be avoided and no such director, officer or shareholder shall be held
liable to account to the corporation, by reason of such adverse interest or by reason of any
fiduciary relationship to the corporation, for any profit or benefit realized by such director, officer
or shareholder through any such contract or transaction.
Directors, officers or shareholders of the corporation shall notify the Board of Directors,
at the meeting at which such contract or transaction is authorized or confirmed, of the nature of
their adverse interest; or, in the alternative, directors, officers, and shareholders of the corporation
shall notify the shareholders of the corporation of the nature of their adverse interest prior to the
time at which such contract is entered into or business is transacted. A general notice that a
director, officer, or shareholder of the corporation is interested in any entity shall be sufficient
disclosure of such adverse interest. No notice shall be required if all directors or shareholders
have actual knowledge of the adverse interest.
ARTICLES OF INCORPORATION - P. 3
ARTICLE XIII
REGISTERED OFFICE
The name and address of the registered agent of the corporation are:
Gregory A. Byron
3101 W. Main, Suite 200
Boise, Idaho 83702
Mailing: P.O. Box 7156
Boise, Idaho 83707-1156
ARTICLE XIV
INCORPORATOR
The name and address of the incorporator are as follows:
Gregory A. Byron
3101 W. Main, Suite 200
Boise, Idaho 83702
IN WITNESS WHEREOF, I have hereunto set my hand this 6`h day of August, 2015.
CONSENT TO APPOINTMENT AS REGISTERED AGENT
I, Gregory A. Byron, hereby consent to serve as Registered Agent in the state of Idaho for
the above named corporation, to accept Service of Process in behalf of the corporation, to forward
license renewals and other mail to the corporation, and to immediately notify the Office of the
Secretary of State in the event of my resignation or of any changes in the registered office address.
Dated effective the 6`h day of August, 2015.
Gregory A. ro e ' Agent
ID? hCl SECRETARY Of STATE
08/06/2015 05:00
CK:8370 CT:44531 BH:1496987
i@ 100-00 = 100.00 CORP #2
le 20.00 = 20-00 EXPEDITE C #3
ARTICLES OF INCORPORATION - P. 4