EXHIBIT 3.43
OFFICE OF THE SECRETARY OF STATE
CORPORATIONS SECTION
P.O. BOX 13697
AUSTIN, TEXAS 78711-3697
CHANGE OF REGISTERED AGENT/REGISTERED OFFICE
1. The name of the entity is Builders FirstSource - Texas Group,
L.P. and the file number issued to the entity by the secretary
of state is 122561-10.
2. The entity is: (Check one.)
[ ] a business corporation, which has authorized the changes
indicated below through its board of directors or by an
officer of the corporation so authorized by its board of
directors, as provided by the Texas Business Corporation Act.
[ ] a non-profit corporation, which has authorized the changes
indicated below through its board of directors or by an
officer of the corporation so authorized by its board of
directors, or through its members in whom management of the
corporation is vested pursuant to article 2.14C, as provided
by the Texas Non-Profit Corporation Act.
[ ] a limited liability company, which has authorized the changes
indicated below through its members or managers, as provided
by the Texas Limited Liability Company Act.
[X] a limited partnership, which has authorized the changes
indicated below through its partners, as provided by the Texas
Revised Limited Partnership Act.
[ ] an out-of-state financial institution, which has authorized
the changes indicated below in the manner provided under the
laws governing its formation.
3. The registered office address as PRESENTLY shown in the
records of the Texas secretary of state is 3403 Abram Street,
Arlington, Texas 76010.
4. [X] A. The address of the NEW registered office is: (Please
provide street address, city, state and zip code. The address
must be in Texas.) 2001 Bryan Street, Suite 1600, Dallas,
Texas 75201.
OR [ ] B. The registered office address will not change.
5. The name of the registered agent as PRESENTLY shown in the
records of the Texas secretary of state is Jack S. Lewis, Jr.
6. [X] A. The name of the NEW registered agent is
Donald F. McAleenan.
OR [ ] B. The registered agent will not change.
7. Following the changes shown above, the address of the registered office
and the address of the office of the registered agent will continue to be
identical, as required by law.
By: /s/ Jeffrey A. Wier
----------------------------
(A person authorized to sign
on behalf of the entity)
INSTRUCTIONS
1. It is recommended that you call (512) 463-5555 to verify the information
in items 3 and 5 as it currently appears on the records of the secretary
of state before submitting the statement for filing. You also may e-mail
an inquiry to corpinfo@sos.state.tx.us. As information on out-of-state
financial institutions is maintained on a separate database, a financial
institution must call (512) 463-5701 to verify registered agent and
registered office information. If the information on the form is
inconsistent with the records of this office, the statement will be
returned.
2. You are required by law to provide a street address in item 4 unless the
registered office is located in a city with a population of 5,000 or less.
The purpose of this requirement is to provide the public with notice of a
physical location at which process may be served on the registered agent.
A statement submitted with a post office box address or a lock box address
will not be filed.
3. An authorized officer of the corporation or financial institution must
sign the statement. In the case of a limited liability company, an
authorized member or manager of a limited liability company must sign the
statement. A general partner must sign the statement on behalf of a
limited partnership. A person commits an offense under the Texas Business
Corporation Act, the Texas Non-Profit Corporation Act or the Texas Limited
Liability Company Act if the person signs a document the person knows is
false in any material respect with the intent that the document be
delivered to the secretary of state for filing. The offense is a Class A
misdemeanor.
4. Please attach the appropriate fee:
Business Corporation $15.00
Financial Institution, other than Credit Unions $15.00
Financial Institution that is a Credit Union $ 5.00
Non-Profit Corporation $ 5.00
Limited Liability Company $10.00
Limited Partnership $50.00
Personal checks and MasterCard(R), Visa(R), and Discover(R) are accepted
in payment of the filing fee. Checks or money orders must be payable
through a U.S. bank or other financial institution and made payable to the
secretary of state. Fees paid by credit card are subject to a statutorily
authorized processing cost of 2.1% of the total fees.
5. Two copies of the form along with the filing fee should be mailed to the
address shown in the heading of this form. The delivery address is:
Secretary of State, Statutory Filings
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Division, Corporations Section, James Earl Rudder Office Building, 1019
Brazos, Austin, Texas 78701. We will place one document on record and
return a file stamped copy, if a duplicate copy is provided for such
purpose. The telephone number is (512) 463-5555, TDD: (800) 735-2989, FAX:
(512) 463-5709.
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FIRST AMENDMENT
TO THE
CERTIFICATE OF LIMITED PARTNERSHIP
OF
MAYFIELD/SWAIN, L.P.
The undersigned, being the sole general partner of Mayfield Swain,
L.P., a Texas limited partnership (the "Partnership"), having filed an original
Certificate of Limited Partnership on July 19, 1999, file number 122561-10 in
the office of the Secretary of State, hereby duly executes this First Amendment
to the Certificate of Limited Partnership, which is being filed with the
Secretary of State of Texas in accordance with Section 2.02 of the Texas Revised
Limited Partnership Act.
1. The name of the Partnership is Mayfield/Swain, L.P.
2. Statements made in item 1 and item 4 of the certificate of limited
partnership are amended as follows:
"1. The name of the limited partnership is Builders FirstSource - Texas
Group, L.P.;
and
4. The name, the mailing address, and the street address of the
business or residence of the sole general partner of the Partnership
is as follows:
NAME MAILING AND STREET ADDRESS
---- --------------------------
Builders FirstSource - Texas GenPar, LLC 2200 Ross Avenue
a Delaware limited liability company Suite 4900 West
Dallas, Texas 75201"
SIGNED on this the 15th day of February, 2000.
GENERAL PARTNER
Builders FirstSource - Texas GenPar, LLC,
a Delaware limited company
By: /s/ Donald F. McAleenan
----------------------------
Name: Donald F. McAleenan
Title: Senior Vice President
CERTIFICATE OF LIMITED PARTNERSHIP
OF
MAYFIELD/SWAIN, L.P.
The undersigned General Partner, desiring to form a limited
partnership (the "Partnership") pursuant to Section 2.01 of the Texas Revised
Limited Partnership Act (the "Act"), hereby duly executes this Certificate of
Limited Partnership, to be effective as of the date of filing with the Secretary
of State.
1. The name of the Partnership is Mayfield/Swain, L.P.
2. The address of the registered office of the Partnership is 3403 Abram
Street, Arlington, Texas 76010 and the name of the registered agent whose
business office address will be the same as the registered office address
is Jack S. Lewis, Jr.
3. The address of the principal office of the Partnership in the United
States where its partnership records are to be kept or made available
under Section 1.07 of the Act is 3403 Abram Street, Arlington, Texas
76010.
4. The name, the mailing address, and the street address of the business or
residence of the sole general partner of the Partnership is as follows:
NAME MAILING AND STREET ADDRESS
---- --------------------------
Mayfield Building, LLC, 2200 Ross Avenue
a Delaware limited liability company Suite 4900 West
Dallas, Texas 75201
5. The Partnership is being formed pursuant to a plan of merger whereby MBS
Holdings, Inc., a Texas corporation, is merging with and into the
Partnership, and the Partnership is the surviving entity in the merger.
Following the merger, MBS Holdings, Inc. shall cease to exist.
SIGNED on this the 19th day of July, 1999.
GENERAL PARTNER
MAYFIELD BUILDING, LLC,
a Delaware limited liability company
By: /s/ Charles L. Horn
--------------------------------------
Charles L. Horn, Vice President
ARTICLES OF MERGER
Pursuant to the provisions of Art. 5.04 of the Texas Business Corporation Act
("TBCA") and the provisions of Section 2.11 of the Texas Revised Limited
Partnership Act ("TRLPA"), MBS Holdings, Inc. ("MBS") and Mayfield/Swain, L.P.
("Mayfield") certify the following Articles of Merger ("Articles") for the
purpose of effecting a merger in accordance with Art. 5.01 of the TBCA and
Section 2.11 of the TRLPA.
1. The name of each of the undersigned entities that are a party to the plan
of merger or that are to be created by the plan of merger, the type of
each entity, and the laws under which each entity was organized are:
Name of Entity Type of Entity State
- -------------- -------------- -----
MBS Corporation Texas
Mayfield Limited Partnership Texas
2. A Plan of Merger (the "Plan") was approved and adopted in accordance with
the provisions of Art. 5.03 of the TBCA and the provisions of Section 2.11
of the TRLPA providing for the combination of MBS and Mayfield and
creating Mayfield, with Mayfield being the surviving and new entity in the
merger.
3. An executed copy of the Plan is on file at the principal place of business
of Mayfield, 3403 Abram Street, Arlington, Texas 76010 and a copy of the
Plan will be furnished by Mayfield, upon written request and without cost,
to any shareholder of MBS.
4. The Certificate of Limited Partnership of Mayfield, which is to be created
pursuant to the Plan, is being filed with the Secretary of State with
these Articles.
5. As to MBS, the approval of whose shareholders is required for the Plan,
the number of outstanding shares of each class of stock of such
corporation entitled to vote is as follows:
Name of Corporation Shares Outstanding Class Shares Entitled to Vote
- ------------------- ------------------ ----- -----------------------
MBS 228,137 Common 228,137
6. As to MBS, the approval of whose shareholders is required for the Plan,
the number of shares voted for and against the Plan, respectively, are as
follows:
Name of Corporation Total Voted For Total Voted Against
- ------------------- --------------- -------------------
MBS 228,137 0
7. The Plan was duly authorized by all action required by the laws under
which each entity that is a party to the Plan was organized and by its
constituent documents.
IN WITNESS WHEREOF, the undersigned have executed these Articles of
Merger as of the 19th day of July, 1999.
MBS HOLDINGS, INC., a Texas corporation
By: /s/ Jack S. Lewis
----------------------------
Jack S. Lewis, Jr., President
MAYFIELD/SWAIN, L.P., a Texas limited
partnership
By: Mayfield Building, LLC, its general
partner
By: /s/ Charles L. Horn
--------------------------------
Charles L. Horn, Vice President
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PLAN OF MERGER
This Plan of Merger ("Plan") is adopted by and between MBS Holdings,
Inc., a Texas corporation ("MBS") and Mayfield/Swain, L.P., a Texas limited
partnership ("Mayfield") effective as of the 19th day of July, 1999 (the
"Effective Date").
RECITALS:
A. Mayfield is a new limited partnership created by the terms of the
Plan to be formed under the laws of the State of Texas on the Effective Date.
B. MBS is a corporation formed under the laws of the State of Texas
on February 24, 1986.
C. Mayfield and MBS desire to merge, with Mayfield being the
surviving entity, in accordance with the terms set forth herein.
Now therefore, for and in consideration of the mutual promises and
covenants set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
have agreed as follows:
1. As of the Effective Date, Mayfield is to be formed as a new
Texas limited partnership pursuant to the terms of the Plan,
Mayfield and MBS shall merge, and Mayfield shall be the
surviving entity of the merger. Following the merger, MBS
shall cease to exist. All assets and liabilities of MBS shall
become the assets and liabilities of Mayfield and all property
of MBS, including real property, shall thereafter be vested in
Mayfield.
2. The initial Certificate of Limited Partnership of Mayfield as
in effect on the Effective Date shall be the Certificate of
Limited Partnership of Mayfield, as the surviving entity,
until the same shall be altered or amended. Mayfield shall be
governed by the laws of the State of Texas and its principal
office in the State of Texas shall be 3403 Abram Street,
Arlington, Texas 76010. The registered agent of Mayfield shall
be Jack S. Lewis, Jr. and its registered office shall be 3403
Abram Street, Arlington, Texas 76010.
3. The Limited Partnership Agreement of Mayfield as in effect on
the Effective Date shall be the Limited Partnership Agreement
of Mayfield, as the surviving entity, until the same shall be
altered or amended.
4. Following the merger, the partners of Mayfield shall have the
same Percentage Interests (as such term is defined in that
certain Limited Partnership Agreement of Mayfield of even date
herewith) and identical rights and obligations as before the
merger.
5. Each share of MBS common stock, that is issued and outstanding
on the Effective Date shall be cancelled by virtue of the
Merger without any action of the part of the holder thereof.
6. Mayfield and MBS shall duly execute and file Articles of
Merger with the Secretary of State of Texas as required by
statute.
7. Mayfield and MBS hereby agree to execute any other documents
deemed necessary or advisable to carry out the foregoing.
8. Attached as Exhibit A to this Plan is a copy of the
Certificate of Limited Partnership of Mayfield as filed with
the Secretary of State of Texas.
IN WITNESS WHEREOF, the undersigned have executed this Plan in one
or more counterparts to be effective as of the filing of Articles of Merger with
the Secretary of State of Texas.
MBS HOLDINGS, INC., a Texas corporation
By: /s/ Jack S. Lewis
------------------------------
Jack S. Lewis, President
MAYFIELD/SWAIN, L.P., a Texas limited
partnership
By: Mayfield Building, LLC, its general
partner
By: /s/ Charles L. Horn
------------------------
Charles L. Horn, Vice President
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