Exhibit 3.5(a)
FILED
In the Office of the
Secretary of State of Texas
DEC 1 8 1996
Corporations Section
ARTICLES OF INCORPORATION
OF
ALLIANCE CONCRETE, INC.
The undersigned, CHRISTOPHER G. SHARP, a natural person of the age of
eighteen (18) years or more, acting as incorporator of a corporation under the
Texas Business Corporation Act, hereby adopts the following Articles of
Incorporation for such Corporation.
ARTICLE ONE
NAME
The name of the Corporation is ALLIANCE CONCRETE, INC.
ARTICLE TWO
DURATION
The period of its duration is perpetual.
ARTICLE THREE
PURPOSES
The purposes for which the Corporation is organized are the transaction of
any or all lawful business for which corporations may be incorporated under the
Texas Business Corporation Act.
ARTICLE FOUR
SHARE STRUCTURE
The aggregate number of shares which the Corporation shall have authority
to issue is 1,000,000 shares of the par value of $1.00 each.
ARTICLE FIVE
COMMENCEMENT OF BUSINESS
The Corporation will not commence business until it has received for the
issuance of its shares consideration of the value of one thousand dollars
($1,000.00), consisting of money, labor done, or property actually received.
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ARTICLE SIX
REGISTERED OFFICE AND AGENT
The street address of its initial registered office is 1445 MacArthur
Drive, Suite 136, Carrollton, Texas 75007, and the name of its initial
registered agent at such address is JOHN C. MILLER.
ARTICLE SEVEN
DIRECTORS
The number of Directors constituting the initial Board of Directors is two
(2), and the names and addresses of the persons who are to serve as Directors
until the first annual meeting of the shareholders or until their successors are
elected and qualified are:
GERALD A. BERKHOLD 1404 Dome Tower
333 7th Avenue, S.W.
Calgary, Alberta
Canada T2P 2Z1
RONALD L. GRAHAM 875 Prospect Street
Suite 315
LaJolla, CA 92037-4264
ARTICLE EIGHT
INCORPORATOR
The name and address of the incorporator is:
CHRISTOPHER G. SHARP Expressway Tower, Suite 520
6116 North Central Expressway
Dallas, Texas 75206
ARTICLE NINE
RESTRICTIONS ON PREEMPTIVE RIGHTS
No holder of any shares of any class of stock of the Corporation shall, as
such holder, have any preemptive or preferential right to receive, purchase, or
subscribe to (1) any unissued or treasury shares of any class of stock (whether
now or hereafter authorized) of the Corporation, (2) any obligations, evidences
of indebtedness, or other securities of the Corporation convertible
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into or exchangeable for, or carrying or accompanied by any rights to receive,
purchase, or subscribe to, any such unissued or treasury shares, (3) any right
of subscription to or to receive, or any warrant or option for the purchase of,
any of the foregoing securities, (4) any other securities that may be issued or
sold by the Corporation, other than such (if any) as the Board of Directors of
the Corporation, in its sole and absolute discretion, may determine from time to
time.
ARTICLE TEN
DENIAL OF CUMULATIVE VOTING
No shareholder shall have the right to cumulate his votes at any election
for directors of this Corporation.
ARTICLE ELEVEN
LIABILITY OF DIRECTORS
To the fullest extent permitted by Texas law, no director of the
Corporation shall be liable to the Corporation or its shareholders for monetary
damages for an act or omission in such director's capacity as a director of the
Corporation, except for liability arising out of (1) any breach of such
director's duty of loyalty to the Corporation or its shareholders; (2) acts by
or omissions of such directors which are not in good faith or which involve
intentional misconduct or a knowing violation of law; (3) a transaction from
which such director received an improper benefit, whether or not the benefit
resulted from an action taken within the scope of such director's office; (4) an
act or omission by such director for which the liability of a director is
expressly provided for by statute; or (5) an act by such director relating to an
unlawful stock repurchase or payment of a dividend by the Corporation. The
foregoing elimination of the liability to the Corporation of its shareholders
for monetary damages should not be deemed exclusive of any other rights or
limitations of liability or indemnity to which a director may be entitled under
any other provisions of the Articles of Incorporation or Bylaws of the
Corporation, any contract or agreement with the Corporation, any vote of
shareholders and/or disinterested directors of the Corporation, or otherwise.
Neither the amendment nor repeal of the Article Eleven, nor the adoption of any
provision of the Articles of Incorporation or Bylaws inconsistent with this
Article Eleven, shall eliminate or reduce the effect of this Article Eleven in
respect of any matter occurring, or any cause of action, suit or claim that
accrued or arose prior to such amendment, repeal or adoption of any inconsistent
provisions. No amendment or modification or repeal of this Article Eleven by the
shareholders of the Corporation shall adversely affect any right or protection
of a director of the Corporation existing at the time of such repeal or
modification or amendment.
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IN WITNESS WHEREOF, the undersigned has executed these Articles of
Incorporation on this 17th day of December, 1996.
/s/ Christopher G. Sharp
----------------------------------------
CHRISTOPHER G. SHARP
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THE STATE OF TEXAS Section
Section
COUNTY OF DALLAS Section
I, a Notary Public, do hereby certify that on this 17th day of December,
1996, personally appeared before me CHRISTOPHER G. SHARP, who being by me first
duly sworn, declared to me that he is the person who signed the foregoing
document as an incorporator, and that the statements therein contained are true.
(KATHERINE HUFFMAN LOGO) /s/ Katherine Huffman
MY COMMISSION EXPIRES ----------------------------------------
June 19, 2000 NOTARY PUBLIC, STATE OF TEXAS
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