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- S-4 Registration of securities issued in business combination transactions
- 3.1 Articles of Incorporation
- 3.2 Bylaws of CDC Corporation
- 3.3 Certification of Incorporation of Engineered Pipe Systems, Inc.
- 3.4 Bylaws for Engineered Pipe Systems, Inc.
- 3.5 Certificate of Incorporation for Eric Company
- 3.6 Bylaws for Eric Company
- 3.7 Certificate of Incorporation for Exterior Systems, Inc.
- 3.8 Amended Bylaws for Exterior Systems, Inc.
- 3.9 Amended Certificate of Incorporation for Falcon Foam Corporation
- 3.10 Bylaws for Falcon Foam Corporation
- 3.11 Certificate of Formation for Integrex Ventures LLC
- 3.12 Operating Agreement for Integrex Ventures LLC
- 3.13 Certificate of Incorporation for Ipm Inc.
- 3.14 Amended Bylaws for Ipm Inc.
- 3.15 Certificate of Incorporation for Jefferson Holdings, Inc.
- 3.16 Bylaws for Jefferson Holdings, Inc.
- 3.17 Certificate of Formation for Modulo USA LLC
- 3.18 Operating Agreement for Modulo USA LLC
- 3.19 Certificate of Incorporation for Norandex Distribution, Inc.
- 3.20 Bylaws for Norandex Distribution, Inc.
- 3.21 Certificate of Incorporation for OCCV1, Inc.
- 3.22 Bylaws for OCCV1, Inc.
- 3.23 Certificate of Formation for OCCV2, LLC
- 3.24 Limited Liability Company Agreement for OCCV2, LLC
- 3.25 Certificate of Formation for OCCV3, LLC
- 3.26 Limited Liability Company Agreement for OCCV3, LLC
- 3.27 Certificate of Formation for OCCV4, LLC
- 3.28 Limited Liability Company Agreement for OCCV4, LLC
- 3.29 Certificate of Formation for Owens Corning Composite Materials, LLC
- 3.30 Operating Agreement for Owens Corning Composite Materials, LLC
- 3.31 Certificate of Formation for Owens Corning Construction Services, LLC
- 3.32 Operating Agreement for Owens Corning Construction Services, LLC
- 3.33 Certificate of Formation for Owens Corning Cultured Stone, LLC
- 3.34 Operating Agreement for Owens Corning Cultured Stone, LLC
- 3.35 Certificate of Formation for Owens Corning Fabwel, LLC
- 3.36 Operating Agreement for Owens Corning Fabwel, LLC
- 3.37 Articles of Incorporation for Owens-corning Fiberglas Technology Inc.
- 3.38 Amended Bylaws for Owens-corning Fiberglas Technology Inc.
- 3.39 Amended Certificate of Formation for Owens-corning Fiberglas Technology II, LLC
- 3.40 Operating Agreement for Owens-corning Fiberglas Technology II, LLC
- 3.41 Certificate of Formation for Owens Corning Foam Insulation, LLC
- 3.42 Operating Agreement for Owens Corning Foam Insulation, LLC
- 3.43 Certificate of Formation for Owens Corning Franchising, LLC
- 3.44 Operating Agreement for Owens Corning Franchising, LLC
- 3.45 Certificate of Incorporation for Owens-corning Funding Corporation
- 3.46 Bylaws for Owens-corning Funding Corporation
- 3.47 Certificate of Incorporation for Owens Corning Homexperts, Inc.
- 3.48 Bylaws for Owens Corning Homexperts, Inc.
- 3.49 Certificate of Incorporation for Owens Corning HT, Inc.
- 3.50 Bylaws for Owens Corning HT, Inc.
- 3.51 Certificate of Formation for Owens Corning Insulating Systems, LLC
- 3.52 Operating Agreement for Owens Corning Insulating Systems, LLC
- 3.53 Certificate of Incorporation for Owens Corning Overseas Holding, Inc.
- 3.54 Bylaws for Owens Corning Overseas Holding, Inc.
- 3.55 Certificate of Formation for Owens Corning Roofing and Asphalt, LLC
- 3.56 Operating Agreement for Owens Corning Roofing and Asphalt, LLC
- 3.57 Certificate of Formation for Owens Corning Sales, LLC
- 3.58 Operating Agreement for Owens Corning Sales, LLC
- 3.59 Certificate of Formation for Owens Corning Science and Technology, LLC
- 3.60 Operating Agreement for Owens Corning Science and Technology, LLC
- 3.61 Certificate of Formation for Owens Corning U.S. Holdings, LLC
- 3.62 Operating Agreement for Owens Corning U.S. Holdings, LLC
- 3.63 Amended Certificate of Incorporation for Palmetto Products, Inc.
- 3.64 Bylaws for Palmetto Products, Inc.
- 3.65 Amended and Restated Articles of Incorporation for Soltech, Inc.
- 3.66 Amended and Restated Bylaws for Soltech, Inc.
- 5.1 Opinion of Sidley Austin LLP.
- 5.2 Opinion of Stites & Harbison, PLLC.
- 5.3 Opinion of Reinhart Boerner Van Deuren S.C.
- 12.1 Statement Regarding Computation of Earnings to Fixed Charges.
- 21.1 Subsidiaries of Owens Corning.
- 23.1 Consent of Pricewaterhousecoopers LLP.
- 25.1 Statement of Eligibility of Lasalle Bank National Association, As Trustee
- 99.1 Form of Letter of Transmittal.
- 99.2 Form of Notice of Guaranteed Delivery.
- 99.3 Form of Our Client's Letter.
- 99.4 Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
EXHIBIT 3.47
CERTIFICATE OF INCORPORATION
OF
OWENS CORNING HOMEXPERTS, INC.
FIRST: The name of the corporation (which is hereinafter referred to as the “Corporation”) is Owens Corning HOMExperts, Inc.
SECOND: The address of the Corporation’s registered office in the State of Delaware is The Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New Castle. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.
THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.
FOURTH: The total number of shares of all classes of capital stock which the Corporation shall have the authority to issue is 1,000 shares of common stock with a par value of $.01 per share.
FIFTH: The name and mailing address of the incorporator are James R. Whitney, Sidley Austin LLP, One South Dearborn Street, Chicago, Illinois 60603.
SIXTH: In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter or repeal the By-laws of the Corporation, subject to any specific limitation on such power contained in any By-laws adopted by the stockholders. Elections of directors need not be by written ballot unless the By-laws of the Corporation so provide.
SEVENTH: A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. If the General Corporation Law of Delaware is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of Delaware, as so amended. Any repeal or modification of this Article Seventh by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.
EIGHTH: Each person who is or was a director or officer of the Corporation, and each person who serves or served at the request of the Corporation as a director or officer of another enterprise, shall be indemnified by the Corporation in accordance with, and to the fullest extent authorized by, the General Corporation Law of Delaware as it may be in effect from time to time.
NINTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon the stockholders herein are granted subject to this reservation.
THE UNDERSIGNED, being the incorporator named above, has executed this Certificate on July 5, 2006.
/s/ James R. Whitney |
Name: James R. Whitney |
Incorporator |
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