Exhibit 3.17
ARTICLES OF INCORPORATION
OF
MAAX-HYDRO SWIRL MANUFACTURING CORP.
ARTICLE I
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NAME
The name of this Corporation is MAAX-Hydro Swirl Manufacturing Corp.
ARTICLE II
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PURPOSES
This Corporation is organized for the following purposes:
To engage in any business, trade or activity which may be conducted
lawfully by a corporation organized under the Washington Business Corporation
Act.
ARTICLE III
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SHARES
The total number of shares which the Corporation is authorized to issue is 100,
consisting of 100 shares of Common Stock having no par value.
ARTICLE IV
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NO PREEMPTIVE RIGHTS
Shareholders of this Corporation shall not have preemptive rights to acquire
additional shares issued by this Corporation.
ARTICLE V
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NO CUMULATIVE VOTING
Shareholders of this Corporation shall not have cumulative voting rights for
directors.
ARTICLE VI
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BYLAWS
The Board of Directors shall have the power to adopt, amend or repeal the Bylaws
or adopt new Bylaws. Nothing herein shall deny the concurrent power of the
shareholders to adopt, alter, amend or repeal the Bylaws.
ARTICLE VII
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REGISTERED OFFICE AND AGENT
The name of the initial registered agent of this Corporation and the address of
its initial registered office are as follows:
BD Services Corporation
300 N. Commercial Street
Bellingham, Washington 98225
ARTICLE VIII
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DIRECTORS
(a) The number of directors of this Corporation shall be determined in the
manner specified by the Bylaws and may be increased or decreased from time to
time in the manner provided there. The initial Board of Directors shall consist
of two (2) directors and their names and addresses are as follows:
Name Address
---- -------
Placide Poulin, 583, Ste-Madeleine, Ste-Marie-de-Beauce, Quebec, Canada G6E 1L1
Richard Garneau, 1048, Georges-Cantin, St-Jean-de-Beauce, Quebec, Canada G6E 1L1
(b) The term of the initial directors shall be until the first annual
meeting of the shareholders or until their successors are elected and qualified,
unless removed in accordance with the provisions of the Bylaws.
ARTICLE IX
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SHAREHOLDER APPROVAL OF CERTAIN TRANSACTIONS
The affirmative vote of a majority of all of the votes entitled to be cast on
the matter shall be sufficient, valid, and effective, after due consideration
and reconsideration of such action by the Board of Directors, as required by
law, to approve and authorize the following acts of the Corporation:
(a) an amendment to these Articles of Incorporation;
(b) the merger of this Corporation into another corporation or the merger
of one or more other corporations into this Corporation;
(c) the acquisition by another corporation of all of the outstanding
shares of one or more classes or series of this Corporation; or
2
(d) the sale, lease, exchange, or other disposition by this Corporation of
all, or substantially all, of its property other than in the usual and regular
course of business.
ARTICLE X
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INCORPORATOR
The name and address of the incorporator is as follows:
Name Address
---- -------
Larry Daugert [address]
ARTICLE XI
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LIMITATION OF DIRECTORS' LIABILITY
No director of the Corporation shall be personally liable to the Corporation or
its shareholders for monetary damages for his or her conduct as a director,
which conduct takes place on or after the date this Article becomes effective,
except for (i) acts or omissions that involve intentional misconduct or a
knowing violation of law by the director, (ii) conduct violating RCW 23B.08.310,
or (iii) any transaction from which the director will personally receive a
benefit in money, property or services to which the director is not legally
entitled. If, after this Article becomes effective, the Washington Business
Corporation Act is 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 deemed eliminated or limited to the fullest extent
permitted by the Washington Business Corporation Act, as so amended. Any
amendment to or repeal of this Article shall not adversely affect any right or
protection of a director of the Corporation for or with respect to any acts or
omissions of such director occurring prior to such amendment or repeal. This
provision shall not eliminate or limit the liability of a director for any act
or omission occurring prior to the date this Article becomes effective.
ARTICLE XII
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SHAREHOLDER AUTHORIZED INDEMNIFICATION AND EXPENSES
In accordance with RCW 23B.08.540, the shareholders grant the power to the
Corporation to indemnify a director made a party to a proceeding and to advance
or reimburse expenses incurred in a proceeding, without regard to the
limitations contained in RCW 23B.08.510 through 23B.08.550, provided that no
such indemnity shall indemnify any director from or on account of:
(a) Acts or omissions of the director finally adjudged to be intentional
misconduct or a knowing violation of law;
3
(b) Conduct of the director finally adjudged to be in violation of RCW
23B.08.310 (Liability for Unlawful Distributions); or
(c) Any transaction with respect to which it was finally adjudged that
such director personally received a benefit in money, property, or
services to which the director was not legally entitled.
The undersigned person, of the age of eighteen years of more, as incorporator of
this Corporation under the Washington Business Corporation Act, adopts these
Articles of Incorporation.
Dated: October , 1995. /s/ Larry Daugert
--- ---------------------------------------
Larry Daugert, Incorporator
4
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
MAAX-HYDRO SWIRL MANUFACTURING CORP.
TO: RALPH MUNRO, THE SECRETARY OF STATE OF THE STATE OF WASHINGTON:
Pursuant to the provisions of RCW 23B.10.30 of the Washington Business
Corporation Act, Articles of Amendment to the Articles of Incorporation of
MAAX-Hydro Swirl Manufacturing Corp. are hereby adopted by the corporation:
1. The name of the corporation is MAAX-Hydro Swirl Manufacturing Corp.
2. The amendment to the Articles of Incorporation adopted by the
corporation is as follows:
Revise Article III of the Articles of Incorporation to read:
ARTICLE III
SHARES
The total number of shares which the Corporation is authorized to issue is
1,000,000, consisting of 1,000,000 shares of Common Stock having no par
value.
3. This Amendment was unanimously adopted by the Board of Directors,
submitted to the shareholders entitled to vote thereon, and unanimously adopted
by the holders of the Common Stock of the corporation pursuant to a Consent in
Lieu of Special Meeting of the Board of Directors and Shareholder of MAAX-Hydro
Swirl Manufacturing Corp., dated June 21, 1996, in accordance with the
provisions of RCW 23B.10.030. and RCW B.10.040.
4. This amendment does not provide for an exchange, reclassification or
cancellation of issued shares of the corporation.
DATED this 25 day of June, 1996.
/s/ Placide Poulin
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Placide Poulin, President