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