EXHIBIT 3.25
ARTICLES OF INCORPORATION
OF
CALIFORNIA COOPERAGE
We, the undersigned, citizens and residents of the State of
California, do hereby voluntarily associate ourselves for the purpose of forming
a private corporation under the laws of the State of California, and do certify:
I
That the name of the corporation is CALIFORNIA COOPERAGE.
II
That the corporation's purposes are:
(a) Primarily to engage in the specific business of
manufacturing and wholesale retail sale of therapeutic spas, wooden soaking
tubs, ad related health care equipment.
(b) To engage generally in the business of owning, conducting,
operating, maintaining and carrying on the business of marketing and selling the
above named and related equipment.
(c) To engage in any business related or un-related to those
described in clauses (a) and (b) of this Article II and from time to time
authorized or approved by the Board of Directors of this corporation;
(d) To act as partner or joint venturer or in any other legal
capacity in any transaction;
(e) To do business anywhere in the world;
(f) To have and exercise all rights and powers from time to
time granted to a corporation by law.
The above purpose clauses shall not be limited by reference to or
inference from one another, but each such purpose clause shall be construed as a
separate statement conferring independent purposes and powers upon the
corporation.
III
The County in the State of California where the principal office for
the transaction of the business of the corporation is located is SAN LUIS
OBISPO.
IV
(a) The number of directors of the corporation is five.
(b) The names and addresses of the persons who are appointed
to act as first directors are:
CLIFFORD BRANCH [address]
MICHAEL J. DISKIN [address]
THOMAS J. SPALDING [address]
JOHN E. KING [address]
J. EDMUND SMITH [address]
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V
The total number of shares which the corporation is authorized to
issue is 750,000. The aggregate par value of said shares is $75,000.00, and the
par value of each share is $0.10. No distinction shall exist between the shares
of the corporation or the holders thereof.
VI
Each shareholder of this corporation shall be entitled to full
pre-emptive or preferential rights, as such rights are defined by law, to
subscribe for or purchase his prorata part of any shares which may be issued at
any time by this corporation.
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IN WITNESS WHEREOF, for the purpose of forming this corporation
under the laws of the State of California, we, the undersigned, constituting the
incorporators of said corporation, being the persons named hereinabove as the
first directors of said corporation, have executed these Articles of
Incorporation this 30th day of November, 1976.
/s/ Clifford Branch
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CLIFFORD BRANCH
/s/ Michael J. Diskin
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MICHAEL J. DISKIN
/s/ Thomas J. Spalding
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THOMAS J. SPALDING
/s/ John E. King
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JOHN E. KING
/s/ J. Edmund Smith
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J. EDMUND SMITH
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STATE OF CALIFORNIA )
: SS.
COUNTY OF SAN LUIS OBISPO )
On the 30th day of November, 1976, before me, the undersigned, a
Notary Public in and for said State, personally appeared CLIFFORD BRANCH,
MICHAEL J. DISKIN, THOMAS J. SPALDING, JOHN E. KING, and J. EDMUND SMITH, known
to me to be the persons whose names are subscribed to the ARTICLES OF
INCORPORATION OF CALIFORNIA COOPERAGE and acknowledge that they executed the
same.
WITNESS my hand and official seal.
/s/
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Notary Public in and for said
County and State
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CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION OF
CALIFORNIA COOPERAGE
CLIFFORD BRANCH and GARY GATEL certify that:
1. They are the Chairman of the Board of Directors and the
Secretary, respectively, of California Cooperage, a California Corporation.
2. Article V of the Articles of Incorporation of said corporation
shall be amended to read in full as follows:
"The corporation is authorized to issue two classes of shares,
designated respectively `common shares' and `preferred shares.'
The number of common shares authorized is 750,000, and the par value
of each common share shall be $.10 cents.
The number of preferred shares authorized is 1,000, no par value.
The preferred shares shall (i) be entitled to dividends at the rate of $20.00
per share, per annum, payable annually, but shall not be entitled to any voting
rights under any circumstances whatsoever in the event dividends are in arrears
or upon the occurrence of any other event; (ii) be redeemable, in whole or in
part, on a pro-rata basis or by lots, by action of the Board of Directors,
following payment of a redemption price equal to $200.00 per share plus unpaid
dividends accrued thereon to the date fixed for redemption; (iii) be entitled to
receive, upon liquidation, dissolution or winding up of the corporation, $200.00
per share plus unpaid dividends accrued thereon to the date of liquidation,
dissolution or winding up; and (iv) be entitled to no notice of shareholders'
meetings and no vote on the election of directors or any other matter. The
holders of common shares shall have the exclusive right to notice of
shareholders' meetings and to all voting rights."
"On the amendment of this Article to read as hereinabove set forth,
each outstanding share is converted into or reconstituted as one common share."
3. This amendment has been approved by the Board of Directors.
4. This amendment has been approved by the required vote of the
shareholders in accordance with Sections 902 and 903 of the California
Corporations Code. The corporation has only one class of shares. Each
outstanding share is entitled to one vote. The corporation has 2,600 shares
issued and outstanding. This amendment was approved by the affirmative vote of
one hundred percent (100%) of all the issued and outstanding shares.
/s/ Clifford Branch
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CLIFFORD BRANCH, CHAIRMAN
/s/ Gary Gatel
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GARY GATEL, SECRETARY
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Each of the undersigned declares under penalty of perjury that the
matters set forth in the foregoing certificate are true and correct of his own
knowledge, and that this declaration was executed on December 3, 1981, at San
Luis Obispo, California.
/s/ Clifford Branch
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CLIFFORD BRANCH, CHAIRMAN
/s/ Gary Gatel
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GARY GATEL, SECRETARY
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CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
CALIFORNIA COOPERAGE
* * * * *
We, Jerry M. Meyer, the President and Mary L. Williams, the
Secretary of CALIFORNIA COOPERAGE, a corporation duly organized and existing
under the laws of the State of California, do hereby certify:
1. That they are the President and the Secretary, respectively of
CALIFORNIA COOPERAGE, a California corporation.
2. That an amendment to the Articles of Incorporation of this
corporation has been approved by the board of directors.
3. The amendment so approved by the board of directors is as
follows:
Article I of the Articles of Incorporation of this corporation is
amended to read as follows:
"I: That the name of the corporation is:
COLEMAN SPAS, INC."
4. That the shareholders have approved said amendment by a vote at a
meeting.
That the wording of said amendment as approved by the vote of the
shareholders is the same as that set forth in Article 3 above.
That the amendment was approved by the affirmative vote of the
holders of outstanding shares having not less than the minimum number of
required votes of shareholders necessary to approve said amendment in accordance
with Section 902 of the California Corporations Code.
5. The designation of the total number of outstanding shares of any
class or series entitled to vote on said amendment or a class or series and the
minimum percentage vote required of each class or series for approval of said
amendment are as follows:
Number of shares Minimum percentage
Outstanding Vote required to
Designation Entitled to vote Approve
Common 750,000 More than 50
Percent
Preferred 1,000 More than 50
Percent
5. That the number of shares of each class which voted in favor of
said amendment equaled or exceeded the minimum percentage vote required of each
class entitled to vote. Said minimum percentage vote is set forth in Article 5
of this certificate.
Each of the undersigned declares under penalty of perjury that the
statements contained in the foregoing certificate are true of their own
knowledge. Executed at Wichita, Kansas on May 19, 1986.
/s/ Jerry M. Meyer
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Jerry M. Meyer
President
/s/ Mary L. Williams
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Mary L. Williams,
Secretary
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CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
COLEMAN SPAS, INC.,
A CALIFORNIA CORPORATION
Richard Garneau hereby certifies that:
1. He is the Vice-President and Treasurer/Chief Financial Officer of
Coleman Spas, Inc., a California corporation.
2. Article I of the Articles of Incorporation of this corporation is
amended to read in its entirety as follows:
"I
The name of this corporation is: MAAX Spas (Arizona), Inc."
3. The foregoing amendment of the Articles of Incorporation has been
duly approved by the Board of Directors of this corporation.
4. The foregoing amendment of the Articles of Incorporation has been
duly approved by the required vote of shareholders in accordance with Section
902 of the Corporations Code. The corporation's authorized capital stock
consists of Common Stock and Preferred Stock. There are 3,562 shares of Common
Stock outstanding and 1,000 shares of Preferred Stock outstanding. The number of
shares voting in favor of the amendments exceeded the vote required for
approval, such required vote being a majority of the outstanding Common Stock
and a majority of the outstanding Preferred Stock.
I further declare under penalty of perjury under the laws of the
State of California that the matters set forth in this Certificate are true and
correct of my own knowledge.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amendment at Ste - Marie, Quebec on November 27, 1998.
/s/ Richard Garneau
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Richard Garneau
Vice President
/s/ Richard Garneau
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Richard Garneau
Chief Financial Officer/Treasurer