Exhibit 3.19
FILING #0001940710 PG 01 OF 03 VOL B-00246
FILED 01/29/1999 03:45 PH PAGE 02890
SECRETARY OF THE STATE
CONNECTICUT SECRETARY OF THE STATE
CERTIFICATE OF INCORPORATION
OF
KOHLER MIX SPECIALTIES
OF CONNECTICUT, INC.
I, the undersigned, for the purpose of forming a corporation under and
pursuant to the provisions of the Connecticut Business Corporation Act, and any
amendments thereto, do hereby associate myself as a body corporate and do hereby
adopt the following Articles of Incorporation.
ARTICLE I.
NAME
The name of this corporation shall be "Kohler Mix Specialties of
Connecticut, Inc."
ARTICLE II.
PURPOSE
This corporation shall have all the powers and purposes attached by the
Connecticut Business Corporation Act.
ARTICLE III.
REGISTERED OFFICE
The registered office of this corporation shall be: C T Corporation
System, One Commercial Plaza, Hartford, Connecticut 06103. By signing below, C T
Corporation System accepts appointment as the registered agent for the
corporation.
C T CORPORATION SYSTEM
By: /s/ Michelle R. Justesen
-----------------------------------
Its: Asst. Secy. Michelle R. Justesen
-----------------------------------
ARTICLE IV.
CAPITAL STOCK
The corporation shall have the authority to issue twenty thousand (20,000)
shares of capital stock, all of which shall be common stock par value $.01 per
share.
ARTICLE V.
DIRECTORS
1. The business of this corporation shall be managed by or under the
direction of a board of directors consisting of not less than one (1) director.
Directors need not be shareholders of the corporation.
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SECRETARY OF THE STATE
CONNECTICUT SECRETARY OF THE STATE
2. The Board of Directors, by affirmative vote of a majority vote thereof,
shall determine the number of directors of the corporation.
3. Directors shall serve for the term for which they were appointed or
elected and until their successors are elected and qualified. If any vacancy
occurs in the Board of Directors, the remaining directors, by the affirmative
vote of a majority thereof, shall elect a director or directors to fill the
vacancy until the next regular meeting of the shareholders.
4. The directors shall have all of the powers conferred upon directors by
the Connecticut Business Corporation Act.
5. The following persons shall constitute the members of the corporation's
first Board of Directors:
Gregg A. Ostrander
Jeffrey M. Shapiro
ARTICLE VI.
CERTAIN SHAREHOLDER RIGHTS.
Shareholders shall have no preemptive rights to purchase, subscribe for or
otherwise acquire any new or additional securities of the corporation. No
shareholder shall be entitled to cumulative voting rights.
ARTICLE VII.
BYLAWS
The power to adopt, amend and repeal Bylaws for the corporation shall be
vested in the Board of Directors, except to the extent otherwise limited by the
Connecticut Business Corporation Act.
ARTICLE VIII.
LIMITATION ON LIABILITY/INDEMNIFICATION
1. A director of the corporation shall not be personally liable to the
corporation or its shareholders for monetary damages in excess of the
compensation received by the director for serving the corporation during the
year of the violation for breach of fiduciary duty as a director, except as
provided in Connecticut Statute ss. 33-636(b). If the Connecticut Business
Corporation Act hereafter is amended to authorize the further elimination or
limitation of the liability of directors, then the liability of a director of
the corporation, in addition to the limitation on personal liability provided
herein, shall be limited to the fullest extent permitted by the amended
Connecticut Business Corporation Act. Any repeal or modification of this Article
by the shareholders of the corporation shall be prospective only and shall not
adversely affect any limitation on the personal liability of a director of the
corporation existing at the time of such repeal or modification.
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FILING #0001940710 PG 03 OF 03 VOL B-00246 FILED
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SECRETARY OF THE STATE
CONNECTICUT SECRETARY OF THE STATE
2. The corporation shall indemnify any person who, in relation to or
because of such person's service to the corporation in an official capacity, was
or is a party or is threatened to be made a party to any action, suit or
proceeding, whether civil, criminal, administrative or investigative (including
an action by or in the right of the corporation), to the full extent permitted
by the Connecticut Business Corporation Act.
ARTICLE IX.
The name and address of the incorporator is as follows:
Albert A. Woodward
Mann & Simon, PLC
2000 Midwest Plaza West
801 Nicollet Mall
Minneapolis, Minnesota 55402
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his hand this
19th day of January, 1999.
/s/ Albert A. Woodward
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Albert A. Woodward
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