Exhibit 3.56
IN THE DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS
STATE OF HAWAII
In the Matter of the Incorporation | ) |
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of | ) |
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GWM MACDOW, INC. | ) |
ARTICLES OF INCORPORATION
The undersigned, desiring to form a corporation (the “Corporation”) under the laws of the State of Hawaii, hereby adopts the following Articles of Incorporation:
ARTICLE I
Corporate Name
The name of the Corporation is GWM MacDow, Inc.
ARTICLE II
Period of Duration
The duration of the Corporation is perpetual.
ARTICLE III
Corporate Purposes and Powers
Section 3.l The primary specific purpose for which the Corporation is organized is to engage in the business of general construction and contracting, including the designing, constructing and repairing of public and private structures, and any other construction-related activities.
The other purpose for which the Corporation is organized is to engage in any lawful business.
Section 3.2 Powers. The Corporation shall have all powers granted by law.
ARTICLE IV
Section 4.1 Authorized Shares. The Corporation is authorized to issue 1,000
common shares.
Section 4.2 Other Powers of the Board of Directors With Respect to Shares. The board of directors may issue rights and options to acquire common shares upon such terms as the board of directors shall determine.
Denial of Preemptive Rights
No shareholder shall have any right to acquire shares or other securities of the Corporation except to the extent such right may be granted by these Articles of Incorporation or a resolution of the board of directors.
ARTICLE VI
Place of Business
The street address of the initial office of the Corporation is c/o Nelson Chun, 1000 Bishop Street, Honolulu, Hawaii 96813.
ARTICLE VII
Directors and Officers
Section 7.1 Board of Directors. The board of directors of the Corporation shall consist of one or more persons as shall be determined in accordance with the bylaws, provided that the number of directors shall not be reduced to fewer than three, except in cases where all the shares of the Corporation are owned by one or two shareholders, the number of directors may be fewer than three but not fewer than the number of shareholders.
Section 7.2 Officers. The officers of the Corporation shall be the President, one or more Vice Presidents, Secretary, and Treasurer. The Corporation may have additional officers as shall be determined by the board of directors in accordance with the bylaws. The officers shall have the powers, perform the duties and be appointed as shall be determined by the board of directors and the bylaws. Any person may hold two or more offices of the Corporation unless prohibited by the bylaws, provided that there shall always be two persons who are officers.
Section 7.3 Powers of the Board of Directors. All the powers of the Corporation shall be exercised by or under authority of the board of directors, except as otherwise provided by law, these Articles of Incorporation or the bylaws.
Section 7.4 Names and Addresses of Initial Directors and Officers. The number of directors constituting the initial board of directors is four (4). The names and residence addresses of the individuals who are to serve as initial directors, until their successors are elected and qualified, and as officers, until their successors are elected, are:
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Name and Office | | Residence Address |
James Hendry Dowell, | | 50 Rock Isle Rd. |
Director | | Torbay, New Zealand |
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Arnot Malcolm McConnell, | | “Ayrlies” Rd. 1 |
Director | | Howick, New Zealand |
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Douglas John Lowrey | | Apt. 5, 10 Sudeley St. |
Director | | Orakei, New Zealand |
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Nelson N. S. Chun, Director | | 60 No. Beretania St #2302 |
| | Honolulu, Hawaii 96817 |
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Christopher Rodney Morton, | | 72 Sarsfield St |
President | | Herne Bay, New Zealand |
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Ian Murray, Vice President | | c/o 2 Owens Rd |
| | Epsom, New Zealand |
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Dennis George Chard, | | 20 Glade Place |
Secretary and Treasurer | | Birkenhead, New Zealand |
ARTICLE VIII
Subscribers
The name or names of the initial subscriber or subscribers, the number of shares subscribed for, the subscription price for shares subscribed for and the amount of capital paid in by each subscriber in cash or property are as follows:
Name of
Subscriber | | Number of
Shares
Subscribed
For | | Aggregate
Subscription
Price | | Amount of
Capital
Paid in
Cash | | Amount of
Capital
Paid in
Property
(Net Value
of Property) | |
| | | | | | | | | |
McConnell Dowell Construction, Inc. | | 1,000 | | $ | 1,000,000 | | $ | 1,000,000 | | $ | -0- | |
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ARTICLE IX
Amendment of Bylaws
The power to amend or repeal the bylaws or adopt new bylaws shall be vested in the board of directors subject to repeal or change by action of the shareholders.
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I certify, in accordance with Section 415-55, Hawaii Revised Statutes, that I have read the above articles of incorporation and that they are true and correct to the best of my knowledge.
Witness my hand this 19th day of February, 1988.
| /s/Nelson N.S. Chun |
| Nelson N. S. Chun |
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