EXHIBIT 3.23
CERTIFICATE OF INCORPORATION
OF
BMCA Acquisition Corporation
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THE UNDERSIGNED, being a natural person for the purposes of
organizing a corporation under the General Corporation Law of the State of
Delaware, hereby certifies that:
FIRST: The name of the Corporation is BMCA Acquisition
Corporation.
SECOND: The address of the registered office of the Corporation
in the State of Delaware is 2711 Centerville Road, Suite 400, City of
Wilmington, County of New Castle, State of Delaware 19808. The name of the
registered agent of the Corporation in the State of Delaware at such address is
Corporation Service Company.
THIRD: The purpose of the Corporation is to engage in any lawful
act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware, as from time to time amended.
FOURTH: The total number of shares of capital stock which the
Corporation shall have authority to issue is 1,000, all of which shares shall be
Common Stock having a par value of $.001.
FIFTH: The name and mailing address of the incorporator is
Shelley A. Sorkin, c/o Building Materials Corporation of America, 1361 Alps
Road, Wayne, New Jersey 07470.
SIXTH: In furtherance and not in limitation of the powers
conferred by law, subject to any limitations contained elsewhere in these
articles of incorporation, By-laws of the Corporation may be adopted, amended or
repealed by a majority of the board of directors of the Corporation, but any
By-laws adopted by the board of directors may be amended or repealed by the
stockholders entitled to vote thereon. Election of directors need not be by
written ballot.
SEVENTH: (a) A director of the Corporation shall not be
personally liable either to the Corporation or to any stockholder for monetary
damages for breach of fiduciary duty as a director, except (i) for any breach of
the director's duty of loyalty to the Corporation or its stockholders, or (ii)
for acts or omissions which are not in good faith or which involve intentional
misconduct or knowing violation of the law, or (iii) for any matter in respect
of which such director shall be liable under Section 174 of Title 8 of the
General Corporation Law of the State of Delaware or any amendment thereto or
successor provision thereto, or (iv) for any transaction from which the director
shall have derived an improper personal benefit. Neither amendment nor repeal of
this paragraph (a) nor the adoption of any provision of the Certificate of
Incorporation inconsistent with this paragraph (a) shall eliminate or reduce the
effect of this paragraph (a) in respect of any matter occurring, or any cause of
action, suit or claim that, but for this paragraph (a) of this Article, would
accrue or arise, prior to such amendment, repeal or adoption of an inconsistent
provision.
(b) The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to, or testifies in, any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative in nature, by reason of the fact that such
person is or was a director, officer, employee or agent of the Corporation, or
is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, employee
benefit plan, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding to
the full extent permitted by law, and the Corporation may adopt By-laws or enter
into agreements with any such person for the purpose of providing for such
indemnification.
IN WITNESS WHEREOF, the undersigned has duly executed this
Certificate of Incorporation on this 9th day of March, 2004.
/s/ Shelley A. Sorkin
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Shelley A. Sorkin
Sole Incorporator
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
BMCA ACQUISITION CORPORATION
ADOPTED IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 242 OF THE
DELAWARE GENERAL CORPORATION LAW
It is hereby certified that:
1. The present name of the corporation (the "Corporation") is BMCA
Acquisition Corporation.
2. The Certificate of Incorporation of the Corporation was filed
with the Secretary of State of Delaware on March 9, 2004.
3. Article First of the Certificate of Incorporation of the
Corporation is hereby amended to read in its entirety as
follows:
"The name of the corporation (hereinafter called the
"Corporation") is BMCA Quakertown Inc."
4. The foregoing amendment was declared advisable by a resolution
duly adopted by unanimous written consent of the directors of
the Corporation dated April 20, 2004 and was duly adopted in
accordance with the provisions of Section 242 of the Delaware
General Corporation Law by the affirmative vote of the sole
stockholder of the Corporation.
IN WITNESS WHEREOF, the Corporation has caused this Certificate
to be signed by Roger F. Assad, its Vice President - Law, this 20th day of
April, 2004.
BMCA ACQUISITION CORPORATION
By: /s/ Roger F. Assad
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Roger F. Assad
Vice President - Law