Exhibit 3.29a
ARTICLES OF INCORPORATION
OF
REDI-MIX MANAGEMENT, INC.
I, the undersigned natural person of the age of eighteen (18) years or
more, acting as incorporator of a corporation under the Texas Business
Corporation Act, do hereby adopt the following Articles of Incorporation for
such corporation:
ARTICLE ONE
Name
The name of the corporation is Redi-Mix Management, Inc.
ARTICLE TWO
Duration
The period of duration of the corporation is perpetual.
ARTICLE THREE
Purposes
The purpose for which the corporation is organized is to engage in the
transaction of any or all lawful business for which corporations may be
incorporated under the Texas Business Corporation Act.
ARTICLE FOUR
Capital
The aggregate number of shares of capital stock that the corporation shall
have authority to issue is Three Thousand (3,000). All of such shares shall be
of the par value of one cent ($0.01) per share, than be of the same class, and
shall be designated as "Common Stock."
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
Denial of Preemptive Rights
No shareholder shall have, as a shareholder of the corporation, any
preemptive right to acquire, purchase, or subscribe for the purchase of any
unissued or treasury shares of any class of stock of the corporation, whether
now or hereafter authorized, or any bonds, debentures or other securities of the
corporation convertible into or exchangeable for, or carrying or accompanied by
any rights to acquire, purchase, or subscribe for the purchase of, any such
unissued or treasury shares.
ARTICLE SEVEN
Denial of Cumulative Voting
Cumulative voting in the election of directors or otherwise is hereby
expressly prohibited.
ARTICLE EIGHT
Certain Voting Requirements
Notwithstanding any provisions of the Texas Business Corporation Act now or
hereafter in force requiring for any action the affirmative vote of two-thirds,
or any other percentage, of the outstanding shares entitled by law to vote
thereon or of the outstanding shares of a class or series entitled by law to
vote thereon, such action may, to the extent permitted by law, be authorized and
taken by the affirmative vote of the holders of a majority of such outstanding
shares, or such outstanding shares of a class or series, as applicable. Except
as provided in the preceding sentence or as otherwise required by law, the
affirmative vote of the holders of a majority of the shares entitled to vote and
represented in person or by proxy at any shareholders' meeting at which a quorum
is present shall be the act of the shareholders.
ARTICLE NINE
Action by Written Consent
Any action required or permitted by law to be taken at a meeting of the
shareholders may be taken without a meeting, and without a vote, if a consent in
writing, setting forth the action so taken, is signed by the holders of shares
having not less than the minimum number of votes that would be necessary to take
such action at a meeting at which the holders of all shares entitled to vote on
the action were present and voting. Consent does not have to be unanimous,
provided every shareholder who consents in writing to the action dates his
signature and provided prompt notice of the action is given to the shareholders
who did not consent in writing to the action.
ARTICLE TEN
Indemnification
The corporation shall indemnify any person who was, is, or is threatened to
be made, a named defendant or respondent in a proceeding (as hereinafter
defined) because the person (a) is
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or was a director or officer of the corporation or (b) while a director or
officer of the corporation, is or was serving at the request of the corporation
as a director, officer, partner, venturer, proprietor, trustee, employee, agent,
or similar functionary of another foreign or domestic corporation, partnership,
joint venture, sole proprietorship, trust, employee benefit plan, or other
enterprise, to the fullest extent that a corporation may grant indemnification
to a director under the Texas Business Corporation Act, as the same exists or
may hereafter be amended.
Such right shall be a contract right and shall include the right to be paid
by the corporation expenses incurred in defending any such proceeding in advance
of its final disposition to the maximum extent permitted under the Texas
Business Corporation Act, as the same exists or may hereafter be amended. If a
claim for indemnification or advancement of expenses hereunder is not paid in
full by the corporation within 90 days after a written claim has been received
by the corporation, the claimant may at any time thereafter bring suit against
the corporation to recover the unpaid amount of the claim, and if successful in
whole or in part, the claimant shall be entitled to be paid also the expenses of
prosecuting such claim. It shall be a defense to any such action that such
indemnification or advancement of costs of defense are not permitted under the
Texas Business Corporation Act, but the burden of proving such defense shall be
on the corporation. Neither the failure of the corporation (including its Board
of Directors or any committee thereof, special legal counsel, or shareholders)
to have made its determination prior to the commencement of such action that
indemnification of, or advancement of costs of defense to, the claimant is
permissible in the circumstances nor an actual determination by the corporation
(including its Board of Directors or any committee thereof, special legal
counsel, or shareholders) that such indemnification or advancement is not
permissible, shall be a defense to the action or create a presumption that such
indemnification or advancement is not permissible.
The corporation may additionally indemnify any person covered by the grant
of mandatory indemnification contained above to such further extent as is
permitted by law and may indemnify any other person to the fullest extent
permitted by law.
As used herein, the term "proceeding" means any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative,
arbitrative, or investigative, any appeal in such en action, suit, or
proceeding, and any inquiry or investigation that could lead to such an action,
suit, or proceeding.
ARTICLE ELEVEN
Limits of Liability
A director of the corporation shall not be liable to the corporation or its
shareholders for monetary damages for an act or omission in the director's
capacity as a director, except that this Article Eleven does not eliminate or
limit the liability of a director to the extent the director is found liable for
(a) a breach of a director's duty of loyalty to the corporation or its
shareholders;
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(b) an act or omission not in good faith that constitutes a breach of
duty of the director to the corporation or an act or omission that involves
intentional misconduct or a knowing violation of the law;
(c) a transaction from which a director received as improper benefit,
whether or not the benefit resulted from an action taken within the scope
of the director's office; or
(d) an act or omission for which the liability of a director is
expressly provided by an applicable statute.
Neither the amendment nor repeal of this Article, nor the adoption of any
provision of these Articles of Incorporation inconsistent with this Article,
shall eliminate or reduce the effect of this Article in respect of any matter
occurring, or any cause of action, suit or claim that, but for this Article,
would accrue or arise, prior to such amendment, repeal, or adoption of any
inconsistent provision. If the Texas Business Corporation Act or the Texas
Miscellaneous Corporation Laws Act or any successor act thereto 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 eliminated or limited to the fullest extent permitted by the Texas
Business Corporation Act or the Texas Miscellaneous Corporation Laws Act, or any
successor act thereto, as so amended from time to time.
ARTICLE TWELVE
Initial Registered Office and Agent
The street address of the initial registered office of the corporation is
1445 MacArthur, Suite 136, Carrollton, Texas 75007, and the name of the initial
registered agent at such address is John C. Miller.
ARTICLE THIRTEEN
Directors
The initial Board of Directors shall consist of one (1) director. The name
and address of the person who is to serve as the initial director of the
corporation until the first annual meeting of the shareholders or until his
successor or successors are duly elected and qualified are as follows:
Name Address
- ---- -------
Gerald A. Berkhold 1404-333 7th Ave. S.W.
Calgary, Alberta, Canada TZP 2Z1
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ARTICLE FOURTEEN
Incorporator
The name and address of the incorporator arc David Abell, Locke Liddell &
Sapp LLP, 2200 Ross Avenue, Suite 2200, Dallas, Texas 75201.
IN WITNESS WHEREOF, I have hereunto set my hand this 26th day of April,
1999.
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David Abell, Incorporator
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REDI-MIX, INC..
1145 MacArthur Ste 136
Carrollton, Texas 75007
TO THE SECRETARY OF STATE OF TEXAS
The undersigned, Redi-Mix, Inc., a Texas corporation, hereby gives Redi-Mix
Management, Inc., unequivocal consent to use the name "Redi-Mix" in connection
with any and all activities conducted by it in the State of Texas and consents
to the use of said name in the Articles of Incorporation that Redi-Mix
Management, Inc. proposes to file with the Secretary of State of Texas.
Executed as of the 26th day of April, 1999.
REDI-MIX ENTERPRISES, INC.
By:
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John Miller - Vice President
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