EXHIBIT 3.1.29
ARTICLES OF INCORPORATION
OF
SCI ENCLOSURES (DENTON), INC.
The undersigned, a natural person of the age of eighteen years or more,
acting as sole incorporator of a corporation under the provisions of the Texas
Business Corporation Act ("TBCA"), adopts the following Articles of
Incorporation:
ARTICLE I
The name of the corporation is SCI Enclosures (Denton), Inc.
ARTICLE II
The period of duration of the corporation is perpetual.
ARTICLE III
The purpose for which the corporation is organized is the transaction
of any or all lawful business for which corporations may be incorporated under
the Texas Business Corporation Act.
ARTICLE IV
Section 4.1. The aggregate number of shares that the corporation shall
have authority to issue is one thousand (1,000) shares of common stock with the
par value of ten cents ($0.10) each.
Section 4.2. No shareholder or other person shall have any pre-emptive
right whatsoever to acquire additional, unissued or treasury shares of the
corporation, or securities of the corporation convertible into or carrying a
right to subscribe to or acquire shares, or any other securities or property
whatsoever.
Section 4.3. Cumulative voting shall not be permitted.
ARTICLE V
The corporation will not commence business until it has received for
the issuance of its shares consideration of the value of one thousand dollars
($1,000.00), consisting of money, labor done or property actually received.
ARTICLE VI
The street address of the initial registered office of the corporation
is 350 N. St. Paul Street, Dallas, Texas 75201, and the name of its initial
registered agent at that address is CT Corporation System.
ARTICLE VII
The number of directors of the corporation shall be fixed as determined
by the Bylaws. The number of directors constituting the initial board of
directors is three (3), and the names and addresses of the persons who are to
serve as directors until the first annual meeting of the shareholders or until
their successors are elected and qualified are:
Name Address
A. Eugene Sapp 2101 West Clinton Avenue
Huntsville, Alabama 35805
Robert C. Bradshaw 2101 West Clinton Avenue
Huntsville, Alabama 35805
Michael M. Sullivan 2101 West Clinton Avenue
Huntsville, Alabama 35805
ARTICLE VIII
Any action required by the TBCA to be taken at any annual or special
meeting of shareholders, or any action that may be taken at any annual or
special meeting of the shareholders, may be taken without a meeting, without
prior notice, and without a vote, if a consent or consents in writing, setting
forth the action so taken, shall be signed by the holder or holders of shares
having not less than the minimum number of votes that would be necessary to take
such action at a meeting at which the holders of all shares entitled to vote on
the action were present and voted.
ARTICLE IX
A director of the corporation shall not be liable to the corporation or
its shareholders for monetary damages for an act or omission in the director's
capacity as a director, except that this Article IX does not eliminate or limit
the liability of a director to the extent the director is found liable for (i) a
breach of the director's duty of loyalty to the corporation or its shareholders;
(ii) an act or omission not in good faith that constitutes a breach of duty of
the director to the corporation or an act or omission that involves intentional
misconduct or a knowing violation of the law; (iii) a transaction from which the
director received an improper benefit, whether or not the benefit resulted form
an action taken within the scope of the director's office; or (iv) an act or
omission or which the liability of a director is expressly provided by an
applicable statute. Any repeal or amendment of this Article IX by the
shareholders of the corporation shall be prospective only and shall not
adversely affect any limitation on the liability of a director of the
corporation existing at the time of such repeal or amendment. In addition to the
circumstances in which the director of the corporation is not liable as set
forth in the preceding sentences, the director shall not be liable to the
fullest extent permitted by any provisions of the statues of the State of Texas
hereafter enacted that further limits the liability of a director.
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ARTICLE X
The Board of Directors is expressly authorized to adopt, amend and repeal the
bylaws. The corporation's shareholders are hereby expressly prohibited from
amending or repealing the bylaws.
ARTICLE XI
The name and address of the incorporator of the Corporation is as
follows:
Name Address
Anthony R. Boggs 191 Peachtree St., N.E., 16th Floor
Atlanta, Georgia 30303
IN WITNESS WHEREOF, I have hereunto set my hand this 11th day of June,
2001.
/s/ Anthony R. Boggs
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Anthony R. Boggs
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