EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF
AMERICAN BUILDERS & CONTRACTORS SUPPLY CO., INC.
ARTICLE ONE
The name of the corporation is American Builders & Contractors Supply Co.,
Inc.
ARTICLE TWO
The address of the corporation's registered office in the State of
Delaware is 1013 Centre Road, in the City of Wilmington, County of New Castle,
19805. The name of its registered agent at such address is Corporation Service
Company.
ARTICLE THREE
The nature of the business or purposes to be conducted or promoted is
to engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware.
ARTICLE FOUR
The total number of shares of stock which the corporation has
authority to issue is one thousand (1,000) shares of Common Stock, par value one
cent ($0.01) per share.
ARTICLE FIVE
The name and mailing address of the sole incorporator are as follows:
NAME MAILING ADDRESS
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Thaddine G. Gomez 200 East Randolph Drive
Suite 5700
Chicago, Illinois 60601
ARTICLE SIX
The corporation is to have perpetual existence.
ARTICLE SEVEN
In furtherance and not in limitation of the powers conferred by
statute, the board of directors of the corporation is expressly authorized to
make, alter or repeal the bylaws of the corporation.
ARTICLE EIGHT
Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws of the corporation may provide. The books of the
corporation may be kept outside the State of Delaware at such place or places as
may be designated from time to time by the board of directors or in the by-laws
of the corporation. Election of directors need not be by written ballot unless
the by-laws of the corporation so provide.
ARTICLE NINE
To the fullest extent permitted by the General Corporation Law of the
State of Delaware as the same exists or may hereafter be amended, a director of
this corporation shall not be liable to the corporation or its stockholders for
monetary damages for a breach of fiduciary duty as a director. Any repeal or
modification of this ARTICLE NINE shall not adversely affect any right or
protection of a director of the corporation existing at the time of such repeal
or modification.
ARTICLE TEN
The corporation expressly elects not to be governed by (S)203 of the
General Corporation Law of the State of Delaware.
ARTICLE ELEVEN
The corporation reserves the right to amend, alter, change or repeal
any provision contained in this certificate of incorporation in the manner now
or hereafter prescribed herein and by the laws of the State of Delaware, and all
rights conferred upon stockholders herein are granted subject to this
reservation.
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I, THE UNDERSIGNED, being the sole incorporator hereinbefore named,
for the purpose of forming a corporation pursuant to the General Corporation Law
of the State of Delaware, do make this certificate, hereby declaring and
certifying that this is my act and deed and the facts stated herein are true,
and accordingly have hereunto set my hand an the ____ day of May, 1997.
---------------------------------------
Thaddine G. Gomez
Sole Incorporator
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CERTIFICATE OF MERGER
OF
AMERICAN BUILDERS & CONTRACTORS SUPPLY CO., INC.
(a Texas corporation)
WITH AND INTO
AMERICAN BUILDERS & CONTRACTORS SUPPLY CO., INC,
(a Delaware corporation)
**************
In accordance with (S)252 of the
General Corporation Law of the
State of Delaware
**************
American Builders & Contractors Supply Co., Inc., a corporation duly
organized and existing under and by virtue of the laws of the State of Delaware
(the "Corporation"), desiring to merge American Builders & Contractors Supply
Co., Inc., a Texas corporation, with and into itself, pursuant to the provisions
of (S)252 of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY as follows:
FIRST: The name and state of incorporation of each constituent
corporation of the merger (the "Merger") are as follows:
NAME STATE OF INCORPORATION
American Builders & Contractors Supply Delaware
Co., Inc.
American Builders & Contractors Supply Texas
Co., Inc.
SECOND: An Agreement and Plan of Merger (the "Merger Agreement") has
been approved, adopted, certified, executed and acknowledged by each constituent
corporation, in accordance with the requirements of (S)252 of the General
Corporation Law of the State of Delaware. Builders & Contractors Supply Co.,
Inc. (the "Surviving Corporation"). The Certificate of Incorporation of the
Corporation as in effect at the effective time of the Merger shall be the
Certificate of incorporation of the Surviving Corporation.
FOURTH. Anything herein or elsewhere to the contrary notwithstanding,
the Merger Agreement may be amended or terminated and abandoned by the Boards of
Directors of the constituent corporations at any time prior to the date of
filing the Certificate of Merger with the Secretary of State of the State of
Delaware.
FIFTH: An executed copy of the Merger Agreement is on file at the
principal place of business of the Surviving Corporation and a copy of the
Merger Agreement will be furnished by the Surviving Corporation, upon request
and without cost, to any stockholder of any constituent corporation.
SIXTH. The authorized stock of American Builders & Contractors Supply
Co., Inc., the Texas company is 10,000 shares of common stock without par value.
SEVENTH: The Merger shall be effective immediately upon filing.
**********************
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EXHIBIT
IN WITNESS WHEREOF, the undersigned, for the purpose of effectuating
the Merger of the constituent corporations, pursuant to the General Corporation
Law of the State of Delaware, under penalties of perjury does hereby declare and
certify that this is the act and deed of the Corporation and the facts stated
herein are true and accordingly has hereunto signed this Certificate of Merger
this _____ day of May, 1997.
American Builders & Contractors Supply Co., Inc.,
a Delaware corporation
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Diane M. Hendricks
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