Exhibit 3.56(a)
ARTICLES OF INCORPORATION
OF
MAXWELL HOLDINGS, INC.
The undersigned incorporator, Kevin J. Hable, executes these Articles
of Incorporation for the purpose of forming and does hereby form a corporation
under the laws of the Commonwealth of Kentucky in accordance with the following
provisions:
Article I
---------
The name of the corporation is Maxwell Holdings, Inc.
Article II
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The number of shares the corporation is authorized to issue is 2,000
shares of common stock, no par value per share.
Article III
-----------
The street address of the corporation's initial registered office is
2800 Citizens Plaza, Louisville, Kentucky 40202. The name of the corporation's
initial registered agent at that office is Kevin Hable.
Article IV
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The mailing address of the corporations's principal office is 5440
Medley Road, Owensboro, Kentucky 42301.
Article V
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The name and mailing address of the incorporator are Kevin J. Hable,
2800 Citizens Plaza, Louisville, Kentucky 40202.
Article VI
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The business and affairs of the corporation are to be conducted by a
Board of Directors, the number to be set in the manner provided in the bylaws.
Article VII
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No director shall be personally liable to the corporation or its
shareholders for monetary damages for breach of his duties as a director except
to the extent that the applicable law from time to time in effect shall provide
that such liability may not be eliminated or limited.
If the Kentucky Revised Statutes are hereafter amended to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director of the corporation shall be
eliminated or limited to the fullest extent permitted by the Kentucky Revised
Statutes, as so amended. Any repeal or modification of this Article VII by the
shareholders of the corporation shall not adversely affect any right or
protection of a director of the corporation existing at the time of such repeal
or modification. This Article VII shall continue to be applicable with respect
to any breach of duties by a director of the corporation as a director
notwithstanding that such director thereafter ceases to be a director and shall
inure to the personal benefit of such director's heirs, executors and
administrators.
This Article VII is not intended to eliminate or limit any protection
otherwise available to the directors of the corporation.
Article VIII
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Any action, except the election of directors, required or permitted to
be taken at a shareholders' meeting may be taken without a meeting and without
prior notice (except as otherwise provided by law) if the action is taken by
shareholders representing not less than 80% (or such higher percentage as nay be
required by law) of the votes entitled to be cast. Prompt notice of the taking
of any action by shareholders without a meeting by less than unanimous consent
shall be given to those shareholders entitled to vote on the action who have not
consented in writing.
Dated this 13th day of September, 1996.
/s/ Kevin J. Hable
--------------------------------
Kevin J. Hable, Incorporator
This Instrument Prepared by:
/s/ Kevin J. Hable
- - --------------------------
Kevin J. Hable
WYATT, TARRANT & COMBS
2800 Citizens Plaza
Louisville, Ky 40202
(502) 562-7232
Exhibit 3.56(a)
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
MAXWELL HOLDINGS, INC.
Pursuant to the provisions of KRS 271B.10-060. Articles of Amendment to
the Articles of Incorporation of Maxwell Holdings, Inc. (the "Corporation") are
hereby adopted:
FIRST: The name of the Corporation is Maxwell Holdings, Inc.
SECOND: Article I is amended in its entirety to read as follows:
Article I
---------
Name
----
The name of the Corporation is Hayman Holdings, Inc.
THIRD: The above-described amendment was adopted by the board of
directors on September 26, 1996 without shareholder action.
Shareholder action was not required for adoption of this
amendment.
FOURTH: This amendment does not provide for an exchange, reclassification
or cancellation of issued shares of stock of the Corporation, nor
does it effect a change in the amount of stated capital.
Dated: September 26, 1996
MAXWELL HOLDINGS, INC.
By: /s/ Charles J. Helms, Jr.
-------------------------------------
Charles J. Helms, Jr.
President