EXHIBIT 13.21.1
ARTICLES OF INCORPORATION
OF
INTERNATIONAL CUSTOM INTERIORS, INC.
The undersigned incorporator, being a person competent to contract
subscribes to these Articles of Incorporation to form a for profit corporation
under the laws of the State of Florida.
ARTICLE I
NAME. The name and mailing address of this corporation is:
International Custom Interiors, Inc.
16511 Bayridge Drive
Clermont, Florida 34711
ARTICLE II
BUSINESS AND ACTIVITIES. This corporation may and is authorized to engage
in any activity or business permitted under the laws of the United States and of
the State of Florida.
ARTICLE III
CAPITAL STOCK. The maximum number of shares of stock that this corporation
is authorized to have outstanding at any one time is 10,000 shares of common
stock having a par value of $1 per share, with the consideration to be paid for
each share to be in money, property, or services actually performed as may be
fixed by the Board of Directors.
ARTICLE IV
TERM OF EXISTENCE. This corporation shall commence on date of execution
and shall have perpetual existence.
ARTICLE V
INITIAL REGISTERED OFFICE AND AGENT. The address of the initial registered
office of the corporation is 16511 Bayridge Drive, Clermont, Florida 34711 and
the name of the initial registered agent of the corporation at that address is
Alan Cook.
1
ARTICLE VI
NUMBER OF DIRECTORS. This corporation shall have one (1) director
initially. The number of directors may be increased from time to time by the
Board of Directors or the shareholders in accordance with the By-Laws of this
corporation. Directors as such, shall receive such compensation for their
services, if any, as may be set by the Board of Directors at an annual or
special meeting.
ARTICLE VII
INITIAL BOARD OF DIRECTORS. The name and street address of the initial
director of this corporation is:
Alan Cook 16511 Bayridge Drive
Clermont, Florida 34711
ARTICLE VIII
INCORPORATOR. The name and street address of the incorporator signing
these articles is:
Alan Cook 16511 Bayridge Drive
Clermont, Florida 34711
ARTICLE IX
LOST OR DESTROYED CERTIFICATES. Stock certificates to replace lost or
destroyed certificates shall be issued on such basis and according to such
procedures as are from time-to-time provided for in the by-laws of this
corporation.
ARTICLE X
AMENDMENT TO ARTICLES. These Articles of Incorporation may be amended in
the manner provided by law. Every amendment shall be approved by the Board of
Directors proposed by them to the shareholders and approved at a shareholders'
meeting by a majority of the stock issued and entitled to be voted, unless all
of the Directors and all the shareholders sign a written statement manifesting
their intention that a certain amendment of these Articles of Incorporation be
made. Any rights conferred by these Articles of Incorporation upon the
shareholders are subject to this reservation.
2
ARTICLE XI
BY-LAWS. The power to adopt, alter, amend, or repeal By-Laws of this
corporation shall be vested in the Board of Directors.
ARTICLE XII
INDEMNIFICATION. This corporation shall indemnify any officer or director,
or any former officer or director to the full extent permitted by the law.
ARTICLE XIII
RIGHT OF FIRST REFUSAL. No shareholder of this corporation shall have the
right to sell or assign stock of this corporation without having first offered
to sell such shares first to the corporation and then to other shareholders of
the corporation at the same price and at the same terms and conditions pursuant
to which the shareholder intends to sell their shares subject only to this right
of first refusal in the corporation and the other shareholders.
Each stock certificate issued representing shares of this corporation shall
bear a restrictive legend as follows:
Transfer of this certificate and the shares represented hereby is subject
to the right of first refusal of the corporation and the other shareholders
contained in the Articles of Incorporation of the corporation to which the
holder hereof assents.
IN WITNESS WHEREOF, the undersigned does set their hand and seal and has
acknowledged and filed the foregoing Articles of Incorporation under the laws of
the State of Florida this 14th day of March, 1995.
/s/ Allan Cook
----------------------------------
Alan Cook
C200-014-56-286-0
----------------------------------
Florida Driver's License
3
STATE OF FLORIDA
COUNTY OF SEMINOLE
I HEREBY CERTIFY that on this day, before me, an officer duly authorized in
the State and County aforesaid to take acknowledgements, personally appeared
Alan Cook, who produced a current driver's license issued by the State of
Florida Department of Motor Vehicles as identification, and they executed the
foregoing Articles of Incorporation in my presence freely and voluntarily, and
for the uses and purposes expressed therein.
WIITNESS my hand and official seal in the County and State aforesaid this
14th day of March 1995.
/s/ Shawn L. Hartsfield
----------------------------------------
NOTARY PUBLIC, State of Florida
Name: Shawn L. Hartsfield
-----------------------------------
Commission Number: 257502
----------------------
My commission expires: 2/7/97
-----------------
(NOTARY SEAL)
4