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- S-4 Registration of securities issued in business combination transactions
- 3.1 EX-3.1
- 3.2 EX-3.2
- 3.3 EX-3.3
- 3.4 EX-3.4
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- 4.1 EX-4.1
- 4.2 EX-4.2
- 4.4 EX-4.4
- 5.1 EX-5.1
- 5.2 EX-5.2
- 5.3 EX-5.3
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- 25.1 EX-25.1
- 99.1 EX-99.1
- 99.2 EX-99.2
- 99.3 EX-99.3
- 99.4 EX-99.4
- CORRESP Corresp
- 28 Mar 14 Registration of securities issued in business combination transactions
- 24 May 13 Registration of securities issued in business combination transactions (amended)
- 3 May 13 Registration of securities issued in business combination transactions (amended)
- 27 Mar 13 Registration of securities issued in business combination transactions
Exhibit 3.18
CERTIFICATE OF INCORPORATION
OF
SUMMIT MATERIALS CORPORATIONS I, INC.
ARTICLE I
NAME OF CORPORATION
The corporation’s name is Summit Materials Corporations I, Inc. (the “Corporation”).
ARTICLE II
REGISTERED OFFICE
The address of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808, and the name of its registered agent at that address is Corporation Service Company.
ARTICLE III
PURPOSE
The purpose of the Corporation is to conduct any lawful business, to promote any lawful purpose, and to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.
ARTICLE IV
AUTHORIZED CAPITAL STOCK
(a)Authorized Capital. The total number of shares of stock which the corporation shall have authority to issue is one thousand (1,000). The par value of each of such shares is $0.01. All such shares are of one class and are shares of Common Stock.
ARTICLE V
BOARD POWER REGARDING BYLAWS
In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, repeal, alter, amend and rescind the bylaws of the Corporation.
ARTICLE VI
ELECTION OF DIRECTORS
Elections of directors need not be by written ballot unless the bylaws of the Corporation shall so provide.
ARTICLE VII
LIABILITY
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 to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director of the Corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.
ARTICLE VIII
CORPORATE POWER
The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at any time in force may be added or inserted, in the manner now or hereafter prescribed by statute, and all rights, preferences and privileges of any nature conferred on stockholders, directors or any other persons by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to this reservation.
ARTICLE IX
INCORPORATOR
The name and mailing address of the incorporator of the Corporation is:
Sasha Friedman
Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, NY 10166-0193
ARTICLE X
ELECTION OF INITIAL DIRECTORS
The powers of the incorporator are to terminate upon the filing of this Certificate of Incorporation with the Secretary of State of the State of Delaware. The name and mailing address of the persons who are to serve as the initial directors of the Corporation until the first annual meeting of stockholders of the Corporation, or until their successors are duly elected and qualified, are:
Michael Brady
2900 K Street NW, Suite 100
Washington, DC 20007
Glenn Culpepper
2900 K Street NW, Suite 100
Washington, DC 20007
2
Anthony Keenan
2900 K Street NW, Suite 100
Washington, DC 20007
[The remainder of this page has been intentionally left blank.]
3
THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of incorporating and organizing a corporation under the General Corporation Law of the State of Delaware, does make and file this Certificate of Incorporation.
Dated: February 24, 2011
Sasha Friedman |
/s/ Sasha Friedman |
CERTIFICATEOF INCORPORATION
SUMMIT MATERIALS CORPORATIONS I, INC.