#405 Meridian Remodel - Maverik Articles of IncorporationARTICLES OF INCORPORATION RECEIVED
OF JUN D 7 2016
MAVERIK, INC.
THE Ul\DERSIG;IED, acting as the incorporator of a corporation Line er t le. LJtal) Revisud
Business Corporation Act, Chapter 10a of Title 16 of the Utali Code (hereinafter called the
"Act"), hereby adopts the following Articles of Incorporation for such corporation:
ARTICLE I — NAME
The name, of this corporation is: Maverik, Inc. (the "Corporation").
ARTICLE II —DURATION
The period of this corporation's duration is perpetual.
ARTICLE III — PURPOSES AND POWERS
This Corporation is organized for the purpose of engaging in any lawful act or activity for
which corporations may be organized under the Act. The Corporation shall have and exercise all
powers necessary or convenient for the carrying out: of any or all of the purposes for which it is
organized.
ARTICLE .IV -- AUTHORIZED SHARES
Section 4.1 Nurnber of Shares. The aggregate number of shares which the Corporation
is authorized to issues is one hundred fifty-five thousand (155,000) shares of common stock
having a par value of S 1.00; and no shares of preferred stock. Each share of common stock will
at all times have otic vote, with all shares of common stock voting together as a single voting
group. All holders of the shares of common stock will have the right to vote their shares on all
matters that conic before the shareholders of the Corporation for a vote. Upon dissolution of the
Corporation, the holders of the shares of common stock will be entitled to receive the net assets
of the Corporation. All shares of common stock issued by the Corporation will be fully paid and
nonassessable. The Corporation elects to have preemptive rights.
AIMCLE V - It GISTERED AGENT
AND REGISTERED OFFICE
The name of the initial registered agent and. the address of the initial registered office of
this Corporation are as follows: CT Corporation System, of l l08 E. South Union Avenue, in
Midvale, Utah 84047,
ARTICLE V1— DIRECTORS AND OFFICERS
Section 6.1 Directors. The number of directors constituting the board of directors of
the Corporation is seven (7). The name and address of each member of the board of directors is
as follows:
Crystal Ivlaggelet
4 Dartmoor Lane
Salt Lake City, Utah 84103
Maurice Minno
PO Box 702
Palm Spring, CA 92263
Michael V. Call
225 W. Diamond Street
Afton, Wyoming 83110
Louie Slieetz
5700 Sixth Avenue
Altoona, PA 16602
Chuck Maggeiet
4 Dartmoor Lane
Salt Lake City, Utah 84103
Bradlev F. Call
6574 State Line Road
Freedom, Wyoming 83120
Alvin New
502 S. Koeniegheim PI A
San Angelo, Texas 76903
Section 6.2 Officers, The number of officers of the Corporation is ten (10). The
officers shall have such rights The name and address of each officer is as follows:
Thomas K. Welch
Andre Lortz
President and CEO
Executive VP and CFO
PO Box 982193
2288 West 600 North
Park City, Utah 84098
Kaysville, Utah 94037
Lance A. Dunkley
David Hancock
Vice President
Vice President & Assistant Secretary
1820 W. Omni Avenue
7723 S. Quicksilver Drive
Salt Lake City, Utah 84116
Salt Lake City, Utah 84121
John Hillam Kim Lazerus
Vice President Vice President
1801 S. 200 W. 2347 Maple Hills Drive
Kaysville, Utah 84307 Bountiful, Utah 84010
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Danielle Matiussi
Vice President
3156 Pawnwood Cove
Sandy, Utah 84092
Hubert C. Williams
Vice President
5730 W. 950 N.
Ogden, Utah 84404
Aaron Simpson
Vice President
10418 Walnut Canyon Lanc
South Jordan, Utah 84095
Brett 1-1. Bailey
Secretary
1272 Northridge Drive
Bountiful, Utah 84010
Section 6.3 Rights and Powers of Officers. The officers of the Corporation shall be a
Chief executive officer, president, one or more executive vice presidents, one or more vice
presidents, a secretary and a treasurcr. Such other officers and assistant officers as rnay be
deemed necessary may be appointed by the board of directors and shall have such powers and
duties as may be prescribed by the board of directors. Any two or more offices may be held by
the same person. Notwithstanding historical designations by the Corporation and common
practice by corporations in general to the contrary, persons designated by the board of directors
of the Corporation as vice presidents (as opposed to executive vice presidents) shall be officers
of the Corporation, but with limited authority (as set forth below) to act for and bind the
Corporation. The executive vice president position shall not be considered a subset of the vice
president position, and as a result, vice presidents shall not have the rights, powers, authorities,
duties or obligations prescribed by these Articles of Incorporation, the Bylaws or applicable lain
for executive vice presidents of the Corporation.
A vice president of the Corporation shall be empowered to execute in behalf of the
Corporation contracts and agreements, including offers to buy or sell real property. However,
notwithstanding historical designations by the Corporation and common practice by corporations
in general to the contrary, vice presidents (as opposed to executive vice presidents) SHALL NOT'
have the power to execute promissory notes, deeds, mortgages, or leases for a term, including all
options to extend, in excess of five (5) years. Any instrument, contract or agreement executed by
a vice president, which is not within the authority Granted to a vice president as set forth above,
shall be voidable by the Corporation.
ARTICLE VII OFF[CER AND DIRECTOR Li.ABRATY
Section 7.1 Lirnilcatiaa of Directors' Liability. To the fullest extent pernvtted by the.
Act, as the same now exists or may hereafter be amended, no director or officer of this
Corporation shall be personally liable to this Corporation or its shareholders for monetary
damages for any action taken or any failure to take any action, as a director, except liability for:
(i) the amount of a financial benefit received by a director to which he, is not entitled; (ii) an
intentional infliction of harm on the Corporation or the shareholders; (iii) a violation of Section
16-10a-84-2 of the Act; or (iv) an intentional violation of criminal law,
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Section. 72 Amendment or Repeal of Limitation, Any amendment or repeal of this
Articic VJI or the adoption of any other provision of the Articles of Incorporation which has the
effect of increasing director or officer liability shall operate prospectively 011Iy and shall not
affect any action taken, or faiIu.re, to act; by a director of this Corporation prior to such
amendment, repeal, or other provision becoming effective.
ARTICLE WIT — INDEMNIMCATION
The Corporation shall indemnify its directors, officers, employees and agents as provided
in its Bylaws.
ARTICLE IX —INCORPORATOR
The name and address of the incorporator of this Corporation is as follows: Brett H.
Bailey, of 1272 Northridge Drive, Bountiful, Utah 84010,
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DATED this �'" day of Jane, 2016.
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�3rett H. Bailey, lncor6ol-a%7r and Secretary
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ADVENTURE'S FIRST STOP 185SOUTH STATE STREET
SALT LAKE CITY, UT 84111
P AVE KIR 801.936.5557 I NAVERMCON
CERTIFICATE OF CORPORATE SECRETARY
The undersigned, Brett H. Bailey, as duly appointed Secretary of Maverik, Inc., (the
"Company") hereby certifies that Charles Maggelet, President, of the Company, is authorized
under the Company's Bylaws effective as of September 8, 2006, to sign, execute and deliver in
the name of the Company any and all contracts, agreements or instruments related to the business
or affairs of the Corporation, by way of illustration but not limitation, contracts, agreements,
stock certificates and other instruments. The Bylaws providing this authority have not been
amended or superseded, and are still in full force and effect.
S E A L Dated: dpwZ' `
By:
Brett H. Bailey
Secretary