Exhibit 3.18a
State of Delaware
Secretary of State
Division of Corporations
Delivered 01:44 PM 12/21/2005
FILED 01:37 PM 12/21/2005
SRV 051047736 - 4082059 FILE
CERTIFICATE OF INCORPORATION OF
CONCRETE XXXIII ACQUISITION, INC.
The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known, identified, and
referred to as the "General Corporation Law of the State of Delaware"), hereby
certifies that:
FIRST: The name of the corporation (hereinafter called the "corporation")
is
Concrete XXXIII Acquisition, Inc.
SECOND: The address, including street, number, city and county, of the
registered office of the corporation in the State of Delaware is 615 South
DuPont Highway, City of Dover, 19901, County of Kent; and the name of the
registered agent of the corporation in the State of Delaware at such address is
Capitol Services, Inc.
THIRD: The purpose of the corporation shall be to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.
FOURTH: The total number of shares of stock which the corporation shall
have authority to issue is one thousand (1,000). The par value of each such
shares is $1.00. All such shares are of one class and are shares of Common
Stock.
FIFTH: The name and the mailing address of the incorporator are as follows:
Stephanie A. Schweigart
c/o U.S. Concrete, Inc.
2925 Briarpark, Suite 1050
Houston, Texas 77042
SIXTH: The name and address of the person who is to serve as the initial
director of the corporation until the first annual meeting of stockholders or
until his successor is elected and qualified is:
Donald Wayne
c/o U.S. Concrete Inc.
2925 Briarpark, Suite 1050
Houston, Texas 77042
SEVENTH: The management of the business and the conduct of the affairs of
the corporation shall be vested in its Board of Directors. The number of
directors which shall constitute the whole Board of Directors shall be fixed by,
or in the manner provided in, the By-laws. The phrase "whole Board" and the
phrase "total number of directors" shall be deemed to have the same meaning, to
wit, the total number of directors which the corporation would have if there
were no vacancies. No election of directors need be by written ballot.
EIGHTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors of the corporation is expressly authorized to
adopt the original By-laws of the corporation, to amend or repeal the By-laws or
to adopt new By-laws, subject to any limitations that may be contained in such
By-laws.
NINTH: To the fullest extent permitted by the provisions of paragraph (7)
of subsection (b) of Section 102 of the General Corporation Law of the State of
Delaware, as the same exists or may hereafter be amended or supplemented, a
director of the corporation shall not be liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director.
Any repeal or amendment of this Article NINTH by the stockholders of the
corporation or by changes in applicable law shall, to the extent permitted by
applicable law, be prospective only, and shall not adversely affect any
limitation on the personal liability of any director of the corporation existing
at the time of such repeal or amendment.
TENTH: The corporation shall, to the fullest extent permitted by the
provisions of Section 145 of the General Corporation Law of the State of
Delaware, as the same exists or may hereafter be amended or supplemented,
indemnify any and all persons whom it shall have power to indemnify under said
section from and against any and all of the expenses, liabilities, or other
matters referred to in or covered by said section, and the indemnification
provided for herein shall not be deemed exclusive of any other rights to which
those indemnified may be entitled under any By-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office, and shall continue as to a person who has ceased to be a director,
officer, employee, or agent and shall inure to the benefit of the heirs,
executors, and administrators of such a person.
ELEVENTH: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within State of Delaware may, on the application in a summary way
of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this corporation under
Section 279 of Title 8 of the Delaware Code, order a meeting of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three-fourths in value of the
creditors or class
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of creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.
TWELFTH: From time to time any of the provisions of this certificate of
incorporation may be amended, altered, or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the stockholders of the corporation by this
certificate of incorporation are granted subject to the provisions of this
Article TWELFTH.
THIRTEENTH: This certificate of incorporation shall be effective upon its
filing with the Secretary of State of the State of Delaware.
IN WITNESS WHEREOF, the incorporator of the corporation hereto has caused
this certificate of incorporation to be duly executed as of December 21, 2005.
/s/ Stephanie A. Schweigart
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Stephanie A. Schweigart, Incorporator
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