Exhibit 3.27.3
AMENDMENT TO ARTICLES OF INCORPORATION
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74776
To the Department of State
Corporation Bureau
Commonwealth of Pennsylvania:
In compliance with the requirements of Article VIII of the Business
Corporation Law approved the 5th day of May, 1933, P.L. 364, as amended, the
applicant, COMMERCIAL STONE CO., INC., desiring to amend its Articles of
Incorporation, hereby certifies under its corporate seal that:
1. The name of the Corporation is Commercial Stone Co., Inc. and its
registered office is located at 850 Weldon Street, Latrobe, Westmoreland County,
Pennsylvania, 15650.
2. The Corporation was incorporated on January 27, 1972, under the
Business Corporation Law, Act of May 5, 1933, P.L. 364, as amended.
3. The Amendment was adopted on the 17th day of December, 1986 by a
Consent in writing, setting forth the action so taken, signed by all the
shareholders entitled to vote thereon and filed with the Secretary of the
Corporation.
4. At the time of such action of the shareholders, the total number of
shares of the Corporation outstanding and entitled to vote was 1,200 shares of
Common Stock, $5.00 par value per share.
5. In such action taken by the shareholders, all the 1,200 outstanding
shares of Common Stock of the Corporation were voted in favor of the Amendment.
6. The Amendment adopted by the shareholders, set forth in full, provides
as follows:
RESOLVED, that Article 5 of the Articles of Incorporation of
Commercial Stone Co., Inc. be amended to read in full as follows:
"5. The aggregate number of shares which the Corporation shall have
authority to issue shall be:
a) 1,200 shares of Class A voting Common Stock, $5.00 par value
per share; and
b) 22,800 shares of Class B non-voting Common Stock, $5.00 par
value per share.
The qualifications, privileges, limitations, restrictions and the special
or relative rights in respect to the capital stock of the Corporation are
as follows:
(1) Except as otherwise expressly required by the statutes of the
Commonwealth of Pennsylvania, or as herein otherwise provided, the holders
of the Class A Common Stock shall exclusively possess voting power for the
election or directors and for all other purposes, and the holders of Class
B Common Stock shall have no voting powers or rights whatsoever. The
holders of Class A Common Stock shall have the right of cumulative voting
in the election of directors. No holder of Class B Common Stock shall be
entitled as such to any notice of any annual or special meeting of the
stockholders or to be present thereat, unless he shall be entitled to vote
thereat.
(2) No amendment to the Articles of Incorporation shall be adopted
unless approved by at least 85% of the outstanding shares of Class A Common
Stock.
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(3) The relative rights, privileges and limitations of the Class A
Common Stock and the Class B Common Stock shall be in all respects
identical, share for share, except as provided in paragraphs (1) and (2)
above; and in the event of any dividend or any liquidation, dissolution or
winding up of the affairs of the Corporation, whether voluntary or
involuntary, partial or otherwise, the amount paid or distributed in
respect of each share of Class A Common Stock shall be the same as the
amount paid or distributed in respect of each share of Class B Common
Stock."
IN TESTIMONY WHEREOF, the applicant, Commercial Stone Co., Inc. has caused
these Articles of Amendment to be signed by its President and its Corporate
Seal, duly attested by its Secretary, to be hereunder affixed this 17th day of
December, 1986.
ATTEST: COMMERCIAL STONE CO., INC.
By: /s/ By: /s/ Joseph H. Shearer
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Secretary President
[Corporate Seal]
The foregoing Amendment to Articles of Amendment are approved by and filed
with the Department of State on the 24th day of December, 1986.
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Secretary of the Commonwealth
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COMMONWEALTH OF PENNSYLVANIA
[LOGO]
DEPARTMENT OF STATE
To All to Whom These Presents Shall Come, Greeting:
WHEREAS, In and by Article VIII of the Business Corporation Law, approved
the fifth day of May, Anno Domini one thousand nine hundred and thirty-three,
P.L. 364, as amended, the Department of State is authorized and required to
issue a
CERTIFICATE OF AMENDMENT
evidencing the amendment of the Articles of Incorporation of a business
corporation organized under or subject to the provisions of that Law, and
WHEREAS, The stipulations and conditions of that Law pertaining to the
amendment of Articles of Incorporation have been fully complied with by
COMMERCIAL STONE CO., INC.
THEREFORE, KNOW YE, That subject to the Constitution of this Commonwealth
and under the authority of the Business Corporation Law, I do by these presents,
which I have caused to be sealed with the Great Seal of the Commonwealth, extend
the rights and powers of the corporation named above, in accordance with the
terms and provisions of the Articles of Amendment presented by it to the
Department of State, with full power and authority to use and enjoy such rights
and powers, subject to all the provisions and restrictions of the Business
Corporation Law and all other applicable laws of this Commonwealth.
GIVEN under my Hand the Great Seal of the
Commonwealth, at the City of Harrisburg,
this 24th day of December in the year of
our Lord one thousand nine hundred and
eighty-six and of the Commonwealth the
two hundred eleventh.
/s/
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Secretary of the Commonwealth