EXHIBIT 3.16
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ARTICLES OF INCORPORATION
OF
VARIFORM PLASTICS INC.
We, the undersigned, being natural persons of the age of twenty one
(21) years or more and subscribers to the shares of the corporation to be
organized pursuant hereto, for the purposes of forming a corporation under "The
General and Business Corporation Act of Missouri", and all amendments thereto,
do hereby adopt the following Articles of Incorporation:
ARTICLE I
The name of the corporation is Variform Plastics Inc.
ARTICLE II
The address of its initial registered agent in the State of Missouri
is: 4228 North Chelsea, Kansas City North, Missouri, and the name of its initial
registered agent at such address is: Ralph L. Ayers.
ARTICLE III
The aggregate number of shares which the corporation shall have
authority to issue shall be three thousand (3,000) shares at Ten and no/100ths
Dollars ($10.00) per share par value, which shall be common stock with full
voting privileges.
ARTICLE IV
The consideration per share of par value of common stock presently
to be issued shall be Ten and no/100ths Dollars ($10.00) and Five Hundred and
no/100ths Dollars ($500.00) has been paid up in lawful money of the United
States.
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ARTICLE V
The names and places of residence of the shareholders and the number
of shares subscribed by each are:
NAME: RESIDENCE NO. OF SHARES
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Ralph L. Ayers 4228 North Chelsea 48
Kansas City North, Mo.
Marilyn M. Ayers 4228 North Chelsea 1
Kansas City North, Mo
Arthur L. Ayers 4821 East 46th St. North 1
Kansas City, Missouri
ARTICLE VI
The number of directors to be elected at the first meeting of
shareholders shall be three (3).
ARTICLE VII
The duration of the corporation is perpetual.
ARTICLE VIII
The board of directors may repeal or amend the by-laws of this
corporation and may adopt new or additional by-laws.
ARTICLE IX
This corporation is formed for the following purposes, to wit:
(a) To manufacture, compound, process, buy, sell, deal in and
use plastics and plastic compositions of all kinds, and all
articles, apparatuses, processes, patents and things used or
of use in the manufacture, compounding, maintenance, and
working thereof, and also apparatuses, machinery, implements
and things for use either alone or in connection with products
of which they are ingredients or in the manufacture or
compounding of which they are a factor. To manufacture and
sell any laminated, corrugated, or flat reinforced plastic
polyester resin-based material.
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(b) To manufacture, purchase, or otherwise acquire, own,
mortgage, pledge, sell, assign and transfer, or otherwise
dispose of, to invest , trade, deal in and deal with goods,
wares, and merchandise and real and personal property of every
class and description.
(c) To invest its funds from time to time in any real or
personal property and to lend money for its corporate purposes
and to take and hold real and personal property as security
for the payment of funds so invested or loaned.
(d) To make contracts and incur liabilities which may be
appropriate to enable it to accomplish any or all of its
purposes; to borrow money for its corporate purposes at such
rates of interest as the corporation may determine; to issue
its notes, bonds, and other obligations; to secure any of its
obligations by mortgage, pledge or deed of trust of all or any
part of its property, franchises and income.
(e) To buy, sell or deal in the corporation's own stock or the
stock of other corporations.
The foregoing enumerated paragraphs shall not limit or restrain in
any manner the powers of this corporation but it shall have and exercise all of
the powers, rights and privileges conferred and permitted by the laws of the
State of Missouri upon corporations formed under "The General and Business
Corporation Act of Missouri", including all amendments and supplements thereto.
It shall have all other powers not forbidden by law which may be necessary,
convenient or incidental in carrying out and performing any or all business,
operation or other powers of this organization and to do any and all of the
things herein mentioned as fully and to the same extent as natural persons might
or could do.
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IN WITNESS WHEREOF, we have hereunto set our hands this day 22 of
February, 1964.
/s/ Ralph L. Ayers
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/s/ Marilyn M. Ayers
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/s/ Arthur L. Ayers
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STATE OF MISSOURI )
) ss.
COUNTY OF JACKSON )
The undersigned, Ralph L. Ayers, Marilyn M. Ayers and Arthur L.
Ayers, being all of the incorporators of Variform Plastics Inc. being duly sworn
upon their oath, each did say that the statements and matters set forth in the
foregoing Articles of Incorporation are true.
/s/ Ralph L. Ayers
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/s/ Marilyn M. Ayers
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/s/ Arthur L. Ayers
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On this 22 day of February, 1964, before me personally appeared
Ralph L. Ayers, Marilyn M. Ayers and Arthur L. Ayers, to me known to be the
persons described in and who executed the foregoing instrument and acknowledge
that they executed the same as their free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
notary seal the day and year first above written.
[Notary Seal] /s/ Notary
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Notary Public
My commission expires: 2-9-67
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FILED AND CERTIFICATE OF
INCORPORATION ISSUED
FEB 25 1964