ARTICLES OF INCORPORATION
OF
BURKE FLOORING PRODUCTS, INC.
KNOW ALL MEN BY THESE PRESENTS:
THAT WE, the undersigned, have this day voluntarily associated ourselves
together for the purpose of forming a corporation under the laws of the State of
California.
AND WE HEREBY CERTIFY:
ONE: That the name of this Corporation is:
BURKE FLOORING PRODUCTS, INC.
TWO: The purposes for which this corporation is formed are:
(a) The specific business in which the corporation intends
primarily to engage is that of the manufacture and sale at wholesale and retail
of any and all kinds of rubber, vinyl and other types of floor coverings and
adhesives and accessories incidental to the use and application of floor
coverings.
(b) To own, operate, maintain, manage, equip, improve, repair,
alter, and otherwise deal with, use and enjoy, to invent, design, develop,
assemble, build, construct, fabricate, manufacture, buy, import, lease as lessee
and otherwise acquire, to mortgage, deed in trust, pledge and otherwise
encumber, and to sell, export, lease as lessor and otherwise dispose of goods,
wares, merchandise and personal property of every sort, nature and description;
to
purchase, acquire, own, hold, lease, either as lessor or lessee, sell, exchange,
subdivide, mortgage, deed in trust, plant, improve, cultivate, develop,
construct, maintain, equip, operate and generally deal in any and all lands,
improved and unimproved, dwelling houses, apartment houses, hotels, boarding
houses, business blocks, office buildings, garages, stations, warehouses,
manufacturing works and plants and other buildings of any kind or description,
real, personal and mixed, wheresoever situated, including water and water
rights.
(c) To acquire, by purchase or otherwise the goodwill, business,
property rights, franchises and assets of every kind, with or without
undertaking either wholly or in part the liabilities of any person, firm,
association or corporation, and to acquire any business as a going concern or
otherwise (1) by purchase of the assets thereof wholly or in part, (2) by
acquisition of the shares or any part thereof, or (3) in any other manner, and
to pay for the same in cash or in the shares or bonds or other evidences of
indebtedness of this corporation, or otherwise to hold, maintain, and operate,
or in any manner dispose of, the whole or any part of the goodwill, business,
rights and property so acquired, and to conduct in any lawful manner the whole
or any part of any business so acquired, and to exercise all the powers
necessary or convenient in and about the management of such business.
(d) To buy, contract for, lease, and in any and all other ways
acquire, take, hold and own, and to sell, mortgage, pledge, deed in trust, lease
and otherwise dispose of patents, licenses and pro-
-2-
cesses or rights thereunder, and franchise rights, governmental, state,
territorial, county and municipal grants and concessions of every character
of which this corporation may deem advantageous in the prosecution of its
business, or in the maintenance, operation, development or extension of its
properties.
(e) To enter into, make, perform and carry out contracts of every kind
for any lawful purpose without limit to amount, with any person, firm,
association or corporation, municipality, county, parish, state, territory,
government or other municipal or governmental subdivision.
(f) From time to time to apply for, acquire by assignment, purchase,
transfer or otherwise, exercise, carry out and enjoy any benefit, rights,
privilege, prerogative or power conferred by, acquired under or granted by any
statute, ordinance, order, license, power, authority, franchise, commission,
right or privilege which any government or authority or governmental agency or
corporation or other public body may be empowered to enact, make or grant; to
pay for, aid in, and contribute toward carrying the same into effect and to
appropriate any of this corporation's shares, and/or assets to defray the
costs, charges and expenses thereof.
(g) To borrow money; to issue bonds, notes, debentures or other
obligations of this corporation from time to time for any of the objects or
purposes of this corporation, and to secure the same by mortgage, pledge, deed
of trust or otherwise, or to issue the same unsecured.
-3-
(h) To lend money; to purchase, acquire, own, hold, guarantee, sell,
assign, transfer, mortgage, pledge or otherwise dispose of and deal in shares,
bonds, notes, debentures, or other securities or evidences of indebtedness of
any other person, corporation or association, whether domestic or foreign, and
whether now or hereafter organized or existing; and while the holder thereof to
exercise all the rights, powers and privileges of ownership including the right
to vote thereon, to the same extent as a natural person might or could do.
(i) To promote or to aid in any manner, financially or otherwise, any
person, corporation or association of which any shares, bonds, notes, debentures
or other securities or evidences of indebtedness are held directly or indirectly
by this corporation; and for this purpose to guarantee the contracts, dividends,
shares, bonds, debentures, notes and other obligations of such persons,
corporations or associations; and to do any other acts or things designed to
protect, preserve, improve or enhance the value of such shares, bonds, notes,
debentures or other securities or evidences of indebtedness.
(j) To carry on any business whatsoever which this corporation may
deem proper or convenient in connection with any of the foregoing purposes or
otherwise or which may be calculated directly or indirectly to promote the
interests of this corporation or to enhance the value of its property or
business; to conduct its business in this state, or other states, in the
District of Columbia, in the territories and colonies of the United States, or
in foreign
-4-
countries, and to hold, purchase, mortgage and convey real and personal
property, either in or out of the State of California, and to exercise all the
powers conferred by the Laws of California upon corporations formed under the
laws pursuant to and under which this corporation is formed as such laws are now
in effect or may at any time hereafter be amended.
(k) To carry out all or any part of the foregoing objects and purposes
as principal, agent, contractor or otherwise, either alone or in conjunction
with any person, firm, association or other corporation, and in any part of the
world and in carrying on its business and for the purpose of attaining or
furthering any of its objects or purposes, to make and perform such contracts of
any kind and description, to do such acts and things, and to exercise any and
all such powers, as a natural person could lawfully make, perform, do or
exercise, provided that the same be not inconsistent with the laws of the State
of California.
(l) To do each and every thing necessary, suitable or proper for the
accomplishment of any of the purposes or the attainment of any one or more of
the objects herein enumerated, or which shall at any time appear proper and
conducive for the protection or benefit of this corporation.
The foregoing statement of purposes shall be construed as a statement
of both purposes and powers and the purposes and the powers stated in each
clause shall in no way be limited or restricted by reference to or inference
from the terms or provisions of any other clause.
-5-
THREE: The County in the State of California where the principal
office for the transaction of the business of this corporation is to be located
is Santa Clara County.
FOUR: This corporation is authorized to issue only one class of shares
of stock, the total number of such shares is seven thousand five hundred
(7,500), each of such shares of stock is to have a par value of Ten Dollars
($10.00), and the aggregate par value of all shares having a par value is
Seventy-Five Thousand Dollars ($75,000.00).
FIVE: (a) The number of the directors of this corporation shall be
five (5).
(b) The names and addresses of the persons who are appointed to act
as the first directors of this corporation are:
NAME ADDRESS:
---- --------
HALSEY C. BURKE, 2250 So. 10th Street, San Jose, Calif.
NORMAN R. BURKE, 2250 So. 10th Street, San Jose, Calif.
D. W. KUTNEWSKY, 2250 So. 10th Street, San Jose, Calif.
JOHN N. BYRNE, 2250 So. 10th Street, San Jose, Calif.
CHARLES R. LEONE, 2250 So. 10th Street, San Jose, Calif.
IN WITNESS WHEREOF, for the purpose of forming this corporation under
the laws of the State of California, we, the undersigned, constituting
the incorporators of this corporation, including the persons named
hereinabove as the first directors of this corporation, have executed
these Articles of Incorporation on SEP. 10 1971.
/s/ Halsey C. Burke /s/ Norman R. Burke
- ---------------------------- ------------------------------
Halsey C. Burke Norman R. Burke
/s/ D.W. Kutnewsky /s/ John N. Byrne
- ---------------------------- ------------------------------
D.W. Kutnewsky John N. Byrne
/s/ Charles R. Leone
--------------------------
Charles R. Leone
-6-
STATE OF CALIFORNIA )
) ss:
COUNTY OF SANTA CLARA )
On SEP. 10 1971, before me the undersigned, a Notary Public in and for
said County and State, residing therein, duly commissioned and sworn,
personally appeared HALSEY C. BURKE, NORMAN R. BURKE, D.W. KUTNEWSKY, JOHN N.
BYRNE and CHARLES R. LEONE, known to me to be the persons whose names are
subscribed to the foregoing ARTICLES OF INCORPORATION, and acknowledged to me
that they executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal on the day and year first above written.
/s/ Stephen H. Pray
--------------------------------------
STEPHEN H.PRAY
(SEAL) Notary Public in and for said County
and State
-7-