Exhibit 3.21
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
Richmond, December 26, 2007
This is to certify that the certificate of incorporation of
Advance Auto Global Sourcing, Inc.
was this day issued and admitted to record in this office and that the said corporation is authorized to transact its business subject to all Virginia laws applicable to the corporation and its business.
Effective date: December 26, 2007
| [seal] | State Corporation Commission: | |
| Attest: | ||
| /s/ Joel H. Peck | ||
| Clerk of the Commission |
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
ARTICLES OF AMENDMENT
CHANGING THE NAME OF A VIRGINIA STOCK CORPORATION
By Unanimous Consent of the Shareholders
The undersigned, on behalf of the corporation set forth below, pursuant to§13.1-710 of the Code of Virginia, states as follows:
| 1. | The current name of the corporation isAdvance Auto Global Sourcing, Inc. |
| 2. | The name of the corporation is changed toCrossroads Global Trading Corp. |
| 3. | The foregoing amendment was adopted by unanimous consent of the shareholders on |
December 12, 2008
(date)
Executed in the name of the corporation by:
/s/ Elwyn G. Murray, III | December 12, 2008 | |||
| (signature) | (date) | |||
Elwyn G. Murray, III | President | |||
| (printed name) | (corporate title) | |||
| 0687901 | |||
| (telephone number (optional)) | (corporations SCC corporate ID No) | |||
(The execution must be by the chairman or any vice-chairman of the board of directors, the president, or any other of its officers authorized to act on behalf of the corporation.)
PRIVACY ADVISORY: Information such as social security number, date of birth, maiden name, or financial institution account numbers is NOT required to be included in business entity documents filed with the Office of the Clerk of the Commission. Any information provided on these documents is subject to public viewing.
SEE INSTRUCTIONS ON REVERSE
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ARTICLES OF INCORPORATION
OF
ADVANCE AUTO GLOBAL SOURCING, INC.
I hereby act as incorporator of a stock corporation under the provisions of the Virginia Stock Corporation Act, Title 13.1, Chapter 9, of the Code of Virginia of 1950, as amended and I hereby declare and establish the following as the Articles of Incorporation of such corporation:
ARTICLE I. NAME
The name of the Corporation is Advance Auto Global Sourcing, Inc.
ARTICLE II. PURPOSES AND POWERS
The Corporation shall have the power to carry on any business not prohibited by law or required to be stated in these articles.
ARTICLE III. CAPITAL STOCK
The aggregate number of shares of capital stock which the Corporation shall have the authority to issue is as follows:
| CLASS | NUMBER OF SHARES | |
| Common | 5,000 |
ARTICLE IV. REGISTERED OFFICE
The address of the initial registered office of the Corporation is 5008 Airport Road, Roanoke, Virginia 24012, located in the City of Roanoke, Virginia.
The initial registered agent of the Corporation is Sarah E. Powell, a resident of Virginia and a member of the Virginia State Bar, whose business address is the same as the registered office of the Corporation.
ARTICLE V. SHAREHOLDER ACTION WITHOUT MEETING
To the full extent permitted by and in accordance with the Virginia Stock Corporation act, as it exists on the date hereof or may hereafter be amended, any action required or permitted by the Virginia Stock Corporation act to be taken at a shareholders’ meeting may be taken pursuant to written consents,
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without a meeting and without prior notice, if the action is taken by the Corporation’s shareholders entitled to vote at a shareholders’ meeting and who have the voting power to cast not less than the minimum number (or numbers, in the case of voting by groups) of votes that would be necessary to authorize or take the action at a meeting at which all the shareholders entitled to vote thereon were present and voted.
ARTICLE VI. SHAREHOLDER APPROVAL OF CERTAIN TRANSACTIONS
An amendment of the Corporation’s Articles of Incorporation, a plan of merger or share exchange, a transaction involving the sale of all or substantially all of the Corporation’s assets other than in the regular course of business and a plan of dissolution shall be approved y the vote of a majority of all the votes entitled to be cast on such transactions.
ARTICLE VII. INDEMNIFICATION OF DIRECTORS AND OFFICERS
A. Each Director and Officer who is or was a party to any proceeding (including a proceeding by or in the right of the Corporation) shall be indemnified by the Corporation against any liability imposed upon or asserted against him (including amounts paid in settlement) arising out of conduct in his official capacity with the Corporation or otherwise by reason of the fact that he is or was such a Director or Office or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or otherwise enterprise, except that there shall be no indemnification in relation to matters as to which he shall have been finally adjudged to be liable by reason of having been guilty of (i) willful misconduct or (ii) a knowing violation of criminal law in the performance of his duty as such Director or Officer.
B. In addition to the indemnification provided under Section A, to the full extent permitted by the Virginia Stock Corporation act and any other applicable law, as they exist on the date hereof or may hereafter be amended, the Corporation shall indemnify a Director or Officer is or was serving at the request of the Corporation as a director, officer, employee or agent of anther corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.
C. The Corporation is empowered to contract in advance to indemnify any Director or Officer to the extent indemnification is granted under Sections A and B. The Board of Directors is also empowered to cause the Corporation to indemnify or contract in advance to indemnify any other person not covered by Sections A and B who as or is a party to any proceeding, by reason of the fact that he is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise to the same extent as if such person were specified as one to whom indemnification is granted under Sections A and B.
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D. The Corporation shall advance, pay for and/or reimburse the reasonable expenses incurred by an Officer or Director who is a party to any proceeding in advance of the final disposition thereof if (i) the Officer or Director furnishes the Corporation a written statement of his good faith belief that he has met the standard of conduct described in Sections a and/or B above and (ii) the Officer or Director furnishes the Corporation a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he did not meet the standard of conduct. The undertaking required by clause (ii) above shall be unlimited general obligation of the Officer or Director but need not be secured and may be accepted without reference to financial ability to make repayment.
E. The foregoing provisions are intended to provide indemnification with respect to those monetary damages of which the Virginia Stock Corporation Act permits the limitation or elimination of liability. In addition, to the full extent, if any, that the Virginia Stock Corporation Act, as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of the liability of directors, a Director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages arising out of a single transaction occurrence or course of conduct in excess of the amount of cash consideration received by the Director from the Corporation for services such as a director during the twelve months immediately preceding the act or omission for which liability was imposed.
F. The Corporation may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by it in accordance with this Article and may also procure insurance in such amounts as the Board of Directors may determine, on behalf of any person who is or was a Director, Officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability asserted against or incurred by such person in any such capacity or arising from his status as such, whether or not the Corporation would have power to indemnify him against such liability under the provisions of this Article.
G. The provision of this Article shall be applicable to all actions, claims, suits or proceedings commenced after the adoption hereof, whether arising from any action taken or failure to act before or after such adoption. No amendment, modification or repeal of this Article shall diminish the rights provided hereby or diminish the right to indemnification with respect to any claim, issue or matter in any then pending or subsequent proceeding that is based in any material respect on any alleged action or failure to act prior to such amendment, modification or repeal.
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H. Except to the extent inconsistent with this Article, terms used herein shall have the same meanings assigned them in the Indemnification Article of the Virginia Stock Corporation Act, as now in effect or hereafter amended. Without limitation, it is expressly understood that reference herein to Directors, Officers, employees or agents shall include former Directors, Officers, employees and agents and their respective heirs, executors and administrators.
| INCORPORATOR | /s/ James Chapman Hale | |
| James Chapman Hale |
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