Exhibit 3.10
RESTATED CHARTER OF
HENREDON FURNITURE INDUSTRIES, INC.
The undersigned corporation, pursuant to action by its Board of Directors
and without a vote of its shareholders, hereby executes this Restated Charter
for the purpose of intergrating into one document its original Certificate of
Incorporation and all amendments thereto:
1. The name of this corporation is Henredon Furniture Industries, Inc.
2. The location of the principal office of the corporation in this state
is in the city of Morganton, Burke County, North Carolina, but the corporation
may have one or more branch offices and places of business out of the State of
North Carolina, as well as in said state.
3. The period of existence of this corporation is unlimited.
4. The nature of the business proposed to be transacted and the objects
and purposes for which this corporation is organized and the powers given to
this organization are as follows:
a. To design, manufacture, fabricate, cut, fashion, mould, assemble,
prepare, adapt, process, use, buy, sell and otherwise acquire, deal in and
dispose of furniture and furniture products of all kinds and descriptions,
whether made of wood, metal, compositions of metals and wood, alloys, plastics,
glass, or any other materials; and likewise to design, manufacture, tool,
fabricate, cut, fashion, mould, assemble, compound, prepare, adapt, process,
use, buy, sell and otherwise acquire, deal in and dispose of any materials,
articles, processes, or things required for, in connection with, or incidental
to the manufacture, production, use, purchase, sale of, or other dealing in any
and all kinds of furniture, furniture hardware, lumber and wood products,
veneers, plywoods, mirrors and other articles and products of glass used in
connection with furniture or furnishings, paints, varnishes, glues, felts,
fabrics, pads and padding, tools, equipment, packing cases and cartons and other
supplies; and generally to carry on any other business, whether manufacturing or
otherwise, which needs to be, should be or can conveniently be carried on in
conjunction with any of the objects and purposes aforesaid or hereinafter more
fully described.
b. To lease, purchase, sell, hold, use and otherwise deal in timber
lands, timber leases, rights and concessions, and other lands, leases, rights
and concessions in connection therewith; to buy or otherwise acquire, sell or
otherwise dispose of, grow, develop, cut, process, manufacture, export, import,
ship, or in any way deal in timber, lumber, tanbark, and the products thereof;
to construct, purchase, own, lease or otherwise acquire, operate and dispose of
saw mills, lumber yards, veneer mills, planing mills and other mills, also side
booms and pocket booms and sheer booms, at or near said mills, for the purpose
of catching and holding logs and other timber to be used, processed and
manufactured at said mills; to operate tram roads, railroads and other roads,
and boats and barges for the transportation of the said commodities to and from
said mills; and to carry on a general merchandising business in connection with
said lumber and milling business.
c. To design, manufacture, forge, weld, fabricate, process, and
otherwise construct, develop, use and deal in tools, machines parts, castings,
dies, forgings, and other articles needed or used in connection with or
incidental to the manufacture of furniture; and likewise operate forges, blast
furnaces, welding and repair shops, foundries and machine shops for such
purposes.
d. To manufacture, use, treat, process, buy or otherwise acquire,
deal in and sell or otherwise dispose of all kinds and types of veneer; to
operate veneer plants; to veneer woods and furniture, whether manufactured from
wood, metal, plastic, glass, or other materials; and to veneer, galvanize, and
coat woods, metals, plastics and glass, or any of them; and to sell the products
so manufactured.
e. To design, manufacture, fabricate, process, forge, weld or
otherwise construct, develop, use, buy, sell and deal in all kinds, types, and
classes of furniture, hardware, castings, rollers, locks, keys and other items
of metal used in connection with, or incidental to the manufacture of furniture,
furniture products or furnishings.
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f. To compund, mix, refine, process, prepare, manufacture, buy or
otherwise acquire, use, deal in, and sell or otherwise dispose of all kinds,
types and descriptions of varnishes, paints, and glues used in connection with
or incidental to the manufacture of furniture, furniture products or
furnishings; and to manufacture, prepare, compound, use and deal in chemical
compounds, processes, methods, solutions, concentrates, bases, solvents, and
mixtures of any and all kinds for preserving, flameproofing, waterproofing,
curing, cleansing, dyeing, coloring, surfacing, treating, embalming,
impregnating, seasoning and hardening timber, wood products, fabricated wood,
wood furniture, plywood, veneer, paper board and other forms, types and kinds of
wood, timber and fibew products.
g. To manufacture, mould, fashion, process, buy or otherwise
acquire, use, deal in, and sell or otherwise dispose of all forms, types,
shapes, and all kinds and descriptions of mirrors, glass tops, and other glass
used in connection with or incidental to the manufacture of furniture, furniture
products or furnishings; and to bevel, polish, silver and resilver mirrors and
reflecting surfaces of all kinds and descriptions, designed, prepared and
manufactured for the purposes aforesaid.
h. To design, fabricate, manufacture, process, develop, use, buy or
otherwise acquire, sell or otherwise dispose of and deal in woven fabrics,
whether of silk, wool, cotton, linen, rubber, glass, plastics or other
materials, used in connection with or incidental to the manufacture, finishing
and sale of furniture, furniture products and furnishings.
i. To manufacture, fabricate, process, use, buy or otherwise
acquire, sell or otherwise dispose of and deal in burlap and other bagging and
covering materials and twines, rope and cordage made of flax, jute, wool, hemp,
wire or other metals, or alloys, glass, or other suitable materials.
j. To manufacture, fabricate, process, develop, use, buy or
otherwise acquire, sell or otherwise dispose of, and deal in all forms, types
and kinds of materials used in wrapping, crating, packaging and shipping
furniture, furniture products and furnishings, whether
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made of wood, cardboard, paper, cloth, cotton batting, metals, plastics,
fabricated materials, or other suitable materials; and to do any and all things
necessary and proper in carrying on a general cooperage business.
k. To design, manufacture, fabricate, prepare, adapt, process, use,
buy, sell or otherwise acquire and dispose of and to deal in any and all other
articles and things used in connection with or incidental to the manufacture of
furniture, furniture products, or furnishings, or which needs to be, should be
or can be conveniently and profitably carried on in conjunction with any of the
objects and purposes aforesaid.
l. For the accomplishment of the objects and purposes aforesaid this
corporation is authorized to purchase, lease, or otherwise acquire standing
timber, timber lands, products of the forest, logging and cutting rights,
privileges, and concessions anywhere in the United States and in any part of the
world; to purchase, lease or otherwise acquire or to construct logging camps,
sawmills, conversion and disposal plants for waste products, and other mills,
plants and structures necessary for or incidental to the cutting and removal of
timber so acquired and for the processing and utilization of the same; and to
use, develop, and deal in such items and, when deemed advisable or desirable, to
sell, lease or release, or otherwise dispose of the same.
m. To buy, lease or otherwise acquire real estate and to buy, lease
or otherwise acquire or to erect, develop, use and operate buildings, factories,
plants, warehouses, shops, mills, foundries, plants for the conversion and
disposal of waste products and by-products of lumber and the like, research
laboratories and foundations, railroad sidings, and any and all other buildings
and structures necessary for or incidental to the operations of this corporation
and for the accomplishment of the objects and purposes for which this
corporation is formed.
n. To buy, lease or otherwise acquire, or to design, manufacture,
fabricate or otherwise produce any and all kinds, types, forms and classes of
machinery, tools, equipment, furniture, fixtures,
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parts and any and all other articles and things necessary for or incidental to
the operations of this corporation and for the accomplishment of the objects and
purposes for which this corporation is formed.
o. To purchase or otherwise acquire, own, hold, use, mortgage,
pledge, sell, assign and transfer or otherwise dispose of, invest, trade, deal
in and deal with goods, wares, merchandise, supplies, and real and personal
property of every class, kind and description.
p. To enter into agreements and cooperative relations not in
contravention of law with any person, firm, association or corporation (public,
quasi-public or private) for the purpose of carrying on all or any of the
objects and purposes for which this corporation is organized. Power is hereby
expressly given to this corporation to enter into any partnership agreement with
other corporations, associations, trusts, firms or individuals (where not in
contravention of law) and, in the manner provided but pursuant to the provisions
of the laws of the State of North Carolina, to become a member of any general or
limited partnership; provided, however, that the officers, directors and
stockholders of this corporation shall not be or become individually liable for
any of the debts or other obligations of this corporation by reason of its
becoming a member of any general or limited partnership.
q. To acquire, hold, use, sell, assign, lease, grant licenses in
respect thereto, mortgage or otherwise dispose of rights, patents of the United
States or any foreign country, patent rights, licenses and privileges, leases,
options, concessions, inventions, improvements and process copyrights,
trade-marks and trade names relating to or useful in connection with any
business of this corporation.
r. To acquire and pay for in cash, stock or bonds of this
corporation or otherwise, the good will, rights, assets and properties, and to
undertake or assume the whole or any part of the obligations or liabilities of
any person, firm, association or corporation.
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s. Without in any particular limiting or restricting any of the
objects and purposes of the corporation, the corporation shall have the power to
use bonds and other obligations and shares of its capital stock in payment for
property purchased or acquired by it or for any other lawful object or purpose
in and about its business; to mortgage or pledge any stocks, bonds or other
obligations or property which may be acquired by it; to secure any bonds,
guaranty or other obligations by it issued or incurred; to guarantee any
dividends or or bonds or contracts or other obligations; to make and perform
contracts of every kind and description in connection with the operations of its
business or for the purpose of carrying on said business or for the purposes of
attaining or furthering any of the objects and purposes for which this
corporation is formed; to do any and all other things and exercise any and all
other powers which a co-partnership or natural business could do and exercise,
or which now or hereafter may be authorized by law.
t. To purchase or otherwise acquire, hold, use, deal in, sell,
assign, transfer, mortgage, pledge or otherwise dispose of shares of capital
stock of, or any bonds, securities, or evidences of indebtedness created by any
other corporation or any governmental unit of any country, nation or government,
and while the owner thereof, to exercise all the rights, powers and privileges
of ownership.
u. To issue bonds, notes, debentures or other obligations of this
corporation from time to time for any of the objects and purposes of this
corporation and to secure the same by mortgage, pledge, deed of trust or
otherwise.
v. To purchase, hold, sell and transfer the shares of its own
capital stock; provided, however, that the corporation shall not use its own
funds or properties for the purchase of its own shares of capital stock when
such use would cause any impairment in its capital, and further provided that it
shall not use its funds or properties for the purchase of its own shares of
capital stock in violation of any contract or agreement prohibiting the same or
so long as the corporation has outstanding any indebtness, other than current
accounts payable or accrued items of expense, without the specific consent and
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approval of the person, firm or corporation to whom such indebtedness, other
than current accounts payable or accrued expense, is owing. Shares of its own
capital stock belonging to this corporation shall not be entitled to a vote at
any corporate meeting.
w. To have plants, factories, warehouse, mills, laboratories,
offices and branch places of business; to carry on all or any of its operations
and business; to purchase or otherwise acquire, hold, own, use, develop,
mortgage, sell, convey or otherwise dispose of real and personal property of
every class and description in any of the states, districts, territories,
mandates or colonies of the United States and in any and all foreign countries
subject to the laws of such state, district, territory, mandate, colony or
country.
x. In general, to carry on any other business in connection with the
foregoing, whether manufacturing or otherwise, and to have and exercise all the
rights, privileges and powers conferred by the laws of the State of North
Carolina upon corporations formed under the laws of said state, and to do any
and all other things hereinbefore set forth to the same extent as natural
persons might or could do.
The foregoing clauses shall be construed both as to objects, purposes and
powers; and is hereby expressly provided that the foregoing enumeration of
specific objects, purposes and powers shall not be held to limit or restrict in
any manner the powers of this corporation but this corporation shall have, in
addition to the foregoing enumerated objects, purposes and powers, all of the
rights, privileges and powers given to it by the laws of the State of North
Carolina.
5. The corporation shall have authority to issue twenty-two million
(22,000,000) shares with a par value of Two Dollars ($2.00) per share, all of
which shall be common stock. On and afte rMay 25, 1965 no shareholder shall have
the pre-emptive right to acquire additional or treasury shares of the
corporation, whether then or thereafter authorized.
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6. The stated capital of the corporation is $10,850,600.
7. The address of the registered office of the corporation in the State of
North Carolina is Office Building of Henredon Furniture Industries, Inc.,
Henredon Road, Morganton, Burke County, North Carolina; and the name of its
registered agent at such address is B.B. Isaacs.
8. The vote of two-thirds of all outstanding shares of the corporation
shall be required to be the act of the shareholders in approving a merger,
consolidation, sale or disposition of all, or substantially all, of the assets
of the corporation, and any other procedure having substantially the same effect
as any of the procedures above set forth. The same vote shall be required to
repeal this article or to reduce the fraction of two-thirds required by the
first sentence of this article.
9. The business and resources of this corporation shall be managed and
controlled by a board of directors, and the said board, by a majority of all
their number, at any regular meeting, or at any special meeting called for that
purpose, shall have the power to make, alter, amend and rescind the by-laws of
this corporation.
10. This Restated Charter was adopted by the Board of Directors of the
corporation on the 9th day of October, 1981 and it supersedes the original
Articles of Incorporation and all amendments thereto.
12. Such adoption does not give rise to dissenters' rights nor to class
voting rights for the reason that the only effect of this Restated Charter is to
set forth without change the corresponding provisions of the Certificate of
Incorporation as heretofore amended.
IN WITNESS WHEREOF, this statement is executed by the __________ president
and _____________ secretary of the corporation this the 10th day of November,
1981.
HENREDON FURNITURE
INDUSTRIES, INC.
By /s/ William E. Smith
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President
ATTEST:
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Secretary
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STATE OF NORTH CAROLINA )
)
COUNTY OF BURKE )
I, Thelma Conley, a Notary Public, hereby certify that this 10th day of
November, 1981, personally appeared before me William E. Smith and B.B. Isaacs ,
each of whom being by me first duly sworn, declared that he signed the foregoing
document in the capacity indicated, that he was authorized so to sign, and that
the statements therein contained are true.
/s/ Thelma Conley
-------------------------
Notary Public
My Commission Expires:
My Commission Expires March 7, 1993
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