ARTICLES OF INCORPORATION
Phoenix Metals USA II, Inc.
I, the person hereinafter named as incorporator, for the purpose of associating to establish a
corporation, under the provisions and subject to the requirements of Title 7, Chapter 78 of Nevada Revised
Statutes, and the acts amendatory thereof, and hereinafter sometimes referred to as the General Corporation Law
of the State of Nevada, do hereby adopt and make the following Articles of Incorporation:
FIRST : The name of the corporation (hereinafter called the corporation) is Phoenix Metals USA II,
SECOND : The name of the corporation's resident agent in the State of Nevada is The Prentice-Hall
Corporation System, Nevada, Inc., and the street address of the said resident agent where process may be
served on the corporation is 502 East John Street, Carson City, Nevada 89706.
THIRD : The number of shares the corporation is authorized to issue is Three Thousand (3,000), all of
which are without nominal or par value. All such shares are of one class and are designated as Common Stock.
FOURTH : The governing board of the corporation shall be styled as a "Board of Directors", and any
member of said Board shall be styled as a "Director."
The number of members constituting the first Board of Directors of the corporation is Two (2); and the
name and the post office box or street address, either residence or business, of each of said members are as
The number of directors of the corporation may be increased or decreased in the manner provided in
the Bylaws of the corporation; provided, that the number of directors shall never be less than one. In the interim
between election of directors by stockholders entitled to vote, all vacancies, including vacancies caused by an
increase in the number of directors and including vacancies resulting from the removal of directors by the
stockholders entitled to v