EXHIBIT 3.9
CRISP, OXFORD, MCKELVEY, & JONES, P.C.
ATTORNEYS AT LAW
P.O. BOX J
AMERICUS GA 31709
STATE OF GEORGIA
COUNTY OF SUMTER
ARTICLES OF INCORPORATION
OF
ENCORE INDUSTRIES, INC.
1.
The name of the corporation shall be ENCORE INDUSTRIES, INC.
2.
The corporation is being organized under the Georgia Business Corporation
Code for profit, with a perpetual duration.
3.
The corporation is a corporation organized for profit for the following
purposes: To carry on all lawful business purposes, including but not limited
to, maintenance, operation and conduct of a business buying, selling, exchanging
and leasing of all types of personal property and real estate; to import goods
for the purpose of resale; to act as a manufacturer's agent; and to do any and
all acts and things necessary, convenient, expedient, ancilliary to or in aid of
the foregoing as authorized by law.
CRISP, OXFORD, MCKELVEY, & JONES, P.C.
ATTORNEYS AT LAW
P.O. BOX J
AMERICUS GA 31709
4.
The corporation has authority to issue not more 1,000,000 shares of common
stock at $1.00 par value.
5.
The corporation shall not commence business until the sum of at least FIVE
HUNDRED DOLLARS has been received for the issuance of common stock.
6.
The address of the registered office of the corporation shall be 1414
Felder Street, Americus, Georgia 31709, and the initial registered agent for the
corporation is Vicki B. Hendrick.
7.
The initial Board of Directors shall consist of one member who is Thomas
Meyers, and whose address is 3241 Brushwood Court, Clearwater, Florida 33519.
9.
The name and address of the incorporator of the corporation is Thomas
Meyers, 3241 Brushwood Court, Clearwater, Florida 33519.
10.
Any provision required to be set forth in Title 14, Chapter 2, Business
Corporations, may be set forth in the By-Laws of this Corporation.
CRISP, OXFORD, MCKELVEY, & JONES, P.C.
ATTORNEYS AT LAW
P.O. BOX J
AMERICUS GA 31709
11.
Personal liability of a director to this Corporation or to its shareholders
for monetary damages for breach of duty of care or other duty as a Director is
hereby eliminated, provided, however, that the elimination of liability of a
Director shall not apply to any appropriation, in violation of his duties, of
any business opportunity of the Corporation; to any act or omission not in good
faith or which involves intentional misconduct or a knowing violation of the
law; the types of liability set forth in O.C.G.A. (S)14-2-154 or any transaction
from which the Director derived an improper personal benefit.
WHEREFORE PETITIONER PRAYS that such order or orders as may be appropriate
granting these Articles of Incorporation do issue.
CRISP, OXFORD,
McKELVEY & JONES, P.C.
By: /s/ Randolph B. Jones, Jr.
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Randolph B. Jones, Jr.
Attorney for Incorporator
P.O. Box J
Americus, GA 31709
Tel. 912/924-6108
CRISP, OXFORD, MCKELVEY, & JONES, P.C.
ATTORNEYS AT LAW
P.O. BOX J
AMERICUS GA 31709
STATE OF GEORGIA
COUNTY OF SUMTER
To: The Hon. Max Cleland
Secretary of State
Corporations Division
200 Piedmont Avenue, S.E.
Suite 306, West Tower
Atlanta, Georgia 30334
RE: ENCORE INDUSTRIES, INC.
Pursuant to the Georgia Business Corporation Code, please allow this to
serve as my consent to be the registered agent of Encore Industries, Inc.
This 3rd day of April, 1990.
/s/ Vicki B. Hendrick
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Vicki B. Hendrick