Exhibit 3.19
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
BERGER BROS COMPANY
(A Pennsylvania Business Corporation)
I. The name of the corporation is Berger Building Products, Inc.
II. The address of the corporation’s current registered office in the Commonwealth is 805 Pennsylvania Boulevard, Feasterville, PA 19053, and the county of venue is Bucks County.
III. The corporation is incorporated under the provisions of the Business Corporation Law of 1933.
IV. The corporation shall have authority to issue an aggregate of Seven Thousand (7,000) shares, all of which shares are designated Common Stock, with a par value of $100.00 per share. The board of directors shall have the full authority permitted by law to divide the authorized and unissued shares into classes or series, or both, and to determine for any such class or series its designation and the number of shares of the class or series and the voting rights, preferences, limitations and special rights, if any, of the shares of the class or series.
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| | Entity #: 33304
Date Filed: 10/28/2010
Basil L Merenda
Secretary of the Commonwealth |
PENNSYLVANIA DEPARTMENT OF STATE CORPORATION BUREAU
Statement of Change of Registered Office (15 Pa. C.S.)
x Domestic Business Corporation (§ 1507)
o Foreign Business Corporation (§ 4144)
o Domestic Nonprofit Corporation (§ 5507)
o Foreign Nonprofit Corporation (§ 6144)
o Domestic Limited Partnership (§ 8506)
Name
| CT CORP-COUNTER
| Document will be returned to the
name and address you enter to
the left. |
Address
|
|
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City
| State
7983695 SOPA | Zip Code
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| | Commonwealth of Pennsylvania DOMESTIC — CHANGE OF REGISTERED OFFICE 2 Page(s) |
Fee: $70 | | [GRAPHIC] |
| | T1030264004 |
In compliance with the requirements of the applicable provisions of 15 Pa.C.S. (relating to corporations and unincorporated associations), the undersigned corporation or limited partnership, desiring to effect a change of registered office, hereby states that:
1. The name is:
Berger Building Products, Inc. | |
2. The (a) address of its initial registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is: |
a) Number and street | City | State | Zip | County |
805 Pennsylvania Blvd. Feasterville, PA 19053 | Bucks |
| |
(b) Name of Commercial Registered Office Provider | County |
c/o: | |
3. Complete part (a) or (b): (a) The address to which the registered office of the corporation or limited partnership in this Commonwealth is to be changed is: |
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Number and street | City | State | Zip | County |
| | | | |
(b) The registered office of the corporation or limited partnership shall be provided by: | |
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c/o: | CT Corporation System | Bucks |
Name of Commercial Registered Office Provider | County |
| | | | | | |
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4. Strike out if a limited partnership:
Such change was authorized by the Board of Directors of the corporation.
| IN TESTIMONY WHEREOF, the undersigned has caused this Statement of Change of Registered Office to be signed by a duly authorized officer thereof this |
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| 25th day of October, 2010. . |
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| Berger Building Products, Inc. |
| Name of Corporation/Limited Partnership |
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| /s/ R. Scott Vansant |
| Signature |
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| R. Scott Vansant, VP, CFO and Secretary |
| Title |
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| | Entity #: 33304
Date Filed: 12/23/2010
Effective Date:12/31/2010
Basil L. Merenda Secretary of the Commonwealth |
PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU
Articles/Certificate of Merger
(15 Pa.C.S.)
x Domestic Business Corporation (§ 1926)
o Domestic Nonprofit Corporation (§ 5926)
o Limited Partnership (§ 8547)
Name
| CT — COUNTER
| Document will be returned to the
name and address you enter to
the left |
Address
|
| |
City
| State
8031791 SOPA 15 | Zip Code
| |
| | Commonwealth of Pennsylvania ARTICLES OF MERGER-BUSINESS 4 Page(s) |
Fee: $150 plus $40 additional for each
Party in additional to two | [GRAPHIC] |
| | T1035767113 |
In compliance with the requirements of the applicable provisions (relating to articles of merger or consolidation), the undersigned, desiring to effect a merger, hereby state that:
1. The name of the corporation/limited partnership surviving the merger is:
Berger Building Products, Inc. | |
2. Check and complete one of the following: |
x The surviving corporation/limited partnership is a domestic business/nonprofit corporation/limited partnership and the (a) address of its current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department): |
(a) Number and street | City | State | Zip | County |
(b) Name of Commercial Registered Office Provider | County |
c/o C T Corporation System | Bucks |
| | | | | |
o The surviving corporation/limited partnership is a qualified foreign business/nonprofit corporation/limited partnership incorporated/formed under the laws of and the (a) address of its current registered office in this Commonwealth of (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department): |
(a) Number and street | City | State | Zip | County |
(b) Name of Commercial Registered Office Provider | County |
c/o | | |
o The surviving corporation/limited partnership is a nonqualified foreign business/nonprofit corporation/limited partnership incorporated/formed under the laws of and the address of its principal office under the laws of such domiciliary jurisdiction is: |
Number and street | City | State | Zip |
| | | | | | | | |
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3. The name and the address of the registered office in this Commonwealth or name of its commercial registered office provider and the county of venue of each domestic business/nonprofit corporation/limited partnership and qualified foreign business/nonprofit corporation/limited partnership which is a party to the plan of merger are as follows: |
Name | Registered Office Address | Commercial Registered Office Provider | County |
M. J. Mullane Company, Inc. Non-Qualified | |
4. Check, and if appropriate complete, one of the following: |
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o The plan of merger shall be effective upon filing these Articles/Certificate of merger in the Department of State. |
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x The plan of merger shall be effective on: | December 31, 2010 | at | 11:45p.m. EST. | |
| Date | | Hour | |
5. The manner in which the plan of merger was adopted by each domestic corporation/limited partnership is as follows: |
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Name | Manner of Adoption |
Berger Building Products, Inc. | Adopted by action of the board of directors of the corporation pursuant to 15 Pa. C. S. |
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| Section 1924(b)(2) |
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6. Strike out this paragraph if no foreign corporation/limited partnership is a party to the merger.
The plan was authorized, adopted or approved, as the case may be, by the foreign business/nonprofit corporation/limited partnership (or each of the foreign business/nonprofit corporations/limited partnerships) party to the plan in accordance with the laws of the jurisdiction in which it is incorporated/organized.
7. Check, and if appropriated complete, one of the following:
o The plan of merger is set forth in full in Exhibit A attached hereto and made a part hereof.
x Pursuant to 15 Pa.C.S. § 1901/§ 8547(b) (relating to omission of certain provisions from filed plans) the provisions, if any, of the plan of merger that amend or constitute the operative provisions of the Articles of Incorporation/Certificate of Limited Partnership of the surviving corporation/limited partnership as in effect subsequent to the effective date of the plan are set forth in full in Exhibit A attached hereto and made a party hereof. The full text of the plan of merger is on file at the principal place of business of the surviving corporation/limited partnership, the address of which is.
805 Pennsylvania Blvd. | Feasterville, PA | 19053 | Bucks |
Number and street | City | State | Zip | County |
| | | | | |
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| IN TESTIMONY WHEREOF, the undersigned corporation/limited partnership has caused these Article/Certificate of Merger to be signed by a duly authorised officer thereoff this |
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| 22nd day of December, 2010. |
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| Berger Building Products, Inc. |
| Name of Corporation/Limited Partnership |
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| /s/ Mitchell B. Lewis |
| Signature |
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| Chief Executive Officer |
| Title |
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| M. J. Mullane Company, Inc. |
| Name of Corporation/Limited Partnership |
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| /s/ R. Scott Vansant |
| Signature |
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| CFO + Secretary |
| Title |
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