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EXHIBIT 3.1
ARTICLES OF ORGANIZATION
OF
GULF WIDE INDUSTRIES, L.L.C.
BE IT KNOWN, that on this 22nd day of December, 1994, before me, the
undersigned Notary Public, personally came and appeared John M. Engquist, the
subscriber hereto, a person of the full age of majority, who declared to me in
the presence of the undersigned competent witnesses that, availing himself of
the provisions of the Louisiana Limited Liability Company Law (Title 12, Chapter
22, Louisiana Revised Statutes of 1950), he does hereby execute the following
articles of organization for the purpose of establishing and creating a limited
liability company:
ARTICLE I
NAME
The name of the company is Gulf Wide Industries, L.L.C. (hereinafter
referred to as the "Company").
ARTICLE II
PURPOSE
The purpose of the Company is to engage in any lawful activity for which
limited liability companies may be formed under the Louisiana Limited Liability
Company Law.
ARTICLE III
MANAGEMENT BY BOARD OF MANAGERS
All powers of the Company are vested solely in, and all of the business and
affairs of the Company, including but not limited to sale and mortgage of all or
substantially all of the Company's assets, shall be managed without limitation
by a manager who may, but need not, be a member. Except as otherwise provided by
these
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articles, the Operating Agreement, by special resolutions of the manager, or by
the provisions of the Louisiana Limited Liability Company law, the manager and
the officers shall function in a manner similar to the manner in which the board
of directors and officers of a Louisiana business corporation function. The
manager shall be John Engquist who shall serve for a term of ten years or until
such time as his successor is elected and installed. Successor managers shall be
elected by the members.
ARTICLE IV
OFFICERS
The manager shall serve also as president and may appoint a secretary and a
treasurer, and may also appoint one or more vice presidents and such other
officers as he deems necessary. An officer may, but need not, be a member or
manager.
ARTICLE V
DELEGATION OF AUTHORITY
By resolution, the manager may delegate particular powers of the manager to
a mandatary, agent or representative.
ARTICLE VI
EVIDENCE OF AUTHORITY
Any person dealing with the Company may rely upon a certificate of the
manager, the president or the secretary to establish the membership of any
member, the authenticity of any records, or the authority of any person to act
on behalf of the Company, including but not limited to, authority to do the
following:
(1) dissolve and wind-up the affairs of the Company;
(2) sell, exchange, lease, mortgage, pledge or transfer all or
substantially all of the assets of the Company;
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(3) merge or consolidate with any one or more limited liability
companies or corporations, partnerships in commendam,
partnerships, or business or nonprofit corporations;
(4) incur indebtedness other than in the ordinary course of business;
(5) alienate, lease or encumber any immovables of the Company; and
(6) amend the Articles of Organization or the Operating Agreement.
ARTICLE VII
AUTHORITY OF MEMBERS
The authority of the members to act on behalf of the Company is restricted.
Unless so authorized by a resolution of the manager, members shall not act as
mandataries of the Company for matters in the ordinary course of the Company's
business. On all matters for which a vote of the membership may be taken, each
member shall be entitled to one vote for each membership share issued and
registered in his name on the books of the Company. A two-thirds (2/3) vote of
the membership shall be required to approve the following actions by the
Company:
(1) to dissolve or wind up the affairs of the Company,
(2) to merge or consolidate with any other foreign or domestic limited
liability company, corporation, partnership or limited partnership,
and
(3) to amend the articles of organization.
ARTICLE VIII
LIMITATION OF LIABILITY AND INDEMNIFICATION OF MANAGERS
Managers and members shall not be personally liable for monetary damages
for breach of any duty provided for in LSA R.S. 12:1314, and, pursuant to LSA
R.S. 12:1315, the Company may indemnify a manager or a member for judgments,
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settlements, penalties, fines, or expenses, including attorneys' fees, incurred
because he or she is or was a manager or a member.
ARTICLE IX
DISSOLUTION
The Company shall be dissolved and its affairs shall be wound up only upon
the first to occur of the following:
(1) the consent of a two-thirds (2/3) vote of the membership,
(2) the occurrence of any event which causes the number of members to be
reduced to one, unless within ninety days after such event, the
Company is continued by the admission of one or more new members, or
(3) the entry of a decree of judicial dissolution under R.S. 12:1335.
The death, interdiction, withdrawal, expulsion, bankruptcy, or dissolution of a
member shall not cause the dissolution of the Company.
ARTICLE X
ASSIGNMENTS AND OTHER TRANSFERS OF SHARES
Membership shares shall be freely assignable by a member. Upon receipt by
the Company at its registered office of written notification of an assignment of
a membership share, the assignee shall become a member and shall be entitled to
exercise all of the rights and powers of a member. Such notice shall provide the
full name and address of the member and of the assignee, the number of shares
assigned or transferred, and any other information that may be required by the
Company.
ARTICLE XI
TAXATION
The Company shall be taxed in accordance with La. R.S. 12:1368, and, for
purposes of federal and state income taxation, the Company shall be taxed as a
corporation.
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ARTICLE XII
ISSUANCE OF SHARES
The Company shall have authority to issue 1,000 membership shares.
ARTICLE XIII
AMENDMENTS TO ARTICLES OF ORGANIZATION
Amendments to the articles of organization for which a larger vote is not
specifically made mandatory by law may be made upon a vote of the members
possessing two-thirds of the total outstanding shares eligible to vote or upon
written consent of such members.
THUS DONE AND SIGNED, in Baton Rouge, Louisiana, on the date first stated
hereinabove, before the undersigned notary and in the presence of the
undersigned competent witnesses.
WITNESSES: ORGANIZER:
/s/ [ILLEGIBLE] /s/ John M. Engquist
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/s/ [ILLEGIBLE] John M. Engquist
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/s/ [ILLEGIBLE]
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NOTARY PUBLIC
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