EXHIBIT 3.15
CERTIFICATE OF INCORPORATION
OF
MAAX HOLDING CO.
The undersigned incorporator, for the purpose of incorporating and
organizing a corporation under the General Corporation Law of the State of
Delaware, does hereby certify as follows:
FIRST: The name of this corporation is "Maax Holding Co."
SECOND: The address of the corporation's registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington,
County of New Castle, Delaware 19801. The name of the corporation's registered
agent at such address is The Corporation Trust 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 Delaware.
FOURTH: The total number of shares of stock which the corporation shall
have authority to issue is one thousand (1,000) shares of capital stock, and the
par value of each such share is $.01 per share.
FIFTH: The Board of Directors of the corporation is authorized to adopt,
amend or repeal any or all of the bylaws of the corporation, subject to the
power of the stockholders to adopt, amend or repeal such bylaws, whether adopted
by them or otherwise.
SIXTH: Election of directors need not be by written ballot, except as
provided in the bylaws.
SEVENTH: The name and mailing address of the incorporator is:
Nancy C. Aiken
2400 IDS Center
Minneapolis, Minnesota 55402
EIGHTH: No director of the corporation shall be liable to the corporation
or any of its stockholders for monetary damages for breach of fiduciary duty as
a director, except for liability (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the General Corporation Law of Delaware or (iv)
for any transaction from which the director derived an improper personal
benefit.
Any repeal or modification of the foregoing paragraph by the stockholders
of the corporation shall not adversely affect any right or protection of any
person existing at the time of such repeal or modification.
THE UNDERSIGNED, being the corporation's incorporator, does make, file and
record this Certificate of Incorporation, and does certify that this is my act
and deed and the facts herein stated are true, and I have accordingly hereunto
set my hand this 11th day of March, 1994.
/s/ Nancy C. Aiken
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Nancy C. Aiken, Incorporator
2
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:30 PM 05/27/1994
944096624 - 2385155
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
Maax Holding Co., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware (the "Corporation").
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of the Corporation, at a meeting duly
held, adopted a resolution proposing and declaring advisable the following
amendment to the Certificate of Incorporation of the Corporation:
RESOLVED, that ARTICLE FOURTH of the Certificate of Incorporation of the
Corporation shall be amended to read in its entirety as follows:
"FOURTH: The total number of shares of stock which the corporation
shall have authority to issue is two thousand (2,000) shares of capital
stock, and the par value of each such share is $.01 per share."
SECOND: That in lieu of a meeting and vote of stockholders, the
stockholders have given written consent to said amendment in accordance with the
provisions of Section 228 of the General Corporation Law of the State of
Delaware, and written notice of the adoption of the amendment has been given, as
provided to Section 228 of the General Corporation Law of the State of Delaware,
to every stockholder entitled to such notice.
THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Sections 242 and 228 of the General Corporation Law
of the State of Delaware.
IN WITNESS WHEREOF, said Maax Holding Co. has caused this certificate to
be signed by Placide Poulin, its President, and attested by Richard Garneau, its
Secretary, this 27th day of May, 1994.
By /s/ Placide Poulin
----------------------------------------
Placide Poulin, President
ATTEST:
By /s/ Richard Garneau
----------------------------------
Richard Garneau, Secretary
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:30 PM 07/07/1998
981264320 - 2385155
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
Maax Holding Co., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware (the "Corporation").
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of the Corporation, at a meeting duly
held, adopted a resolution proposing and declaring advisable the following
amendment to the Certificate of Incorporation of the Corporation:
RESOLVED, that ARTICLE FOURTH of the Certificate of Incorporation of the
Corporation shall be amended to read in its entirety as follows:
"FOURTH: The total number of shares of stock which the corporation
shall have authority to issue is ten thousand (10,000) shares of capital
stock, and the par value of each such share is $.01 per share."
SECOND: That in lieu of a meeting and vote of stockholders, the
stockholders have given written consent to said amendment in accordance with the
provisions of Section 228 of the General Corporation Law of the State of
Delaware, and written notice of the adoption of the amendment has been given, as
provided in Section 228 of the General Corporation Law of the State of Delaware,
to every stockholder entitled to such notice.
THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Sections 242 and 228 of the General Corporation Law
of the State of Delaware.
IN WITNESS WHEREOF, said Maax Holding Co. has caused this certificate to
be signed by Placide Poulin, its President, this 6th day of July, 1998.
By /s/ Placide Poulin
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Placide Poulin, President