Exhibit 3.23
FORM 4
LETTERS PATENT
COMPANIES ACT, R.S.P.E.I. 1988, CAP. C-14, S.4
LETTERS PATENT
INCORPORATING
FABRENE GROUP, INC.
DATED May 10, 1996
BY THE HONOURABLE Alan G. Buchanan
TO ALL TO WHOM THESE PRESENTS SHALL COME, GREETING:
WHEREAS, the Companies Act, R.S.P.E.I. 1988, Cap. C-14, provides that the
Minister may, by letters patent, grant a charter to one or more persons who
apply therefor, constituting that person and others who may become shareholders
in the company thereby created, a body corporate and politic for any purposes or
objects to which the legislative authority of the Legislature extends, except
trust companies and insurance companies.
AND WHEREAS an application has been filed to incorporate a company pursuant
to the provisions of Part I of the Companies Act, under the name of
FABRENE GROUP, INC.
THEREFORE, the Minister of Provincial Affairs and Attorney General under
the authority of Part I of the Companies Act, by these presents, constitutes the
applications and such persons as may hereafter become shareholders in the
company hereby created, a body corporate and politic under the above name, with
all the rights and powers conferred by the said Act, pursuant to the provisions
of the application which is attached hereto and forms part hereof.
DATED AT Charlottetown, Prince Edward Island
the 10th day of May, 1996
/s/ Alan G. Buchanan
--------------------------------------------
MINISTER OF PROVINCIAL AFFAIRS
AND ATTORNEY GENERAL
FORM 1
APPLICATION FOR INCORPORATION
COMPANIES ACT, R.S.P.E.I. 1988, CAP. C-14, S.7(1)
TO: The Honourable The Minister of Provincial Affairs and Attorney General
The undersigned applicants are desirous of obtaining letters patent under the
provisions of the Prince Edward Island Companies Act constituting your
applicants and such others as may become shareholders in the company thereby
created, a body corporate and politic, as follows:
1. Applicants: James C. Travers Lawyer
Stewart McKelvey (occupation)
Stirling Scales
Barristers & Solicitors
P.O. Box 2140
Charlottetown, P.E.I.
C1A 8B9
2. Each of your applicants is of the full age of eighteen years.
3. The corporate name shall be: FABRENE GROUP, INC.
4. The company shall be a private company.
-------------------
(public or private)
5. The restrictions if any on share transfers are set out in Schedule "A".
6. The purposes for which incorporation is sought by the applicants are set
out in Schedule "A" attached hereto.
7. The registered office address shall be:
c/o 65 Grafton Street, Charlottetown
(P.O. Box 2140), P.E.I. C1A 8B9
8. The proposed amount of capital stock of the company shall be not less than
$1.00 and shall consist of: an unlimited number of Common shares having no
par value.
The capital of the company shall be at least equal to the sum of the
aggregate par value of all issued shares having par value, plus (Check box
A or B as applicable)
(A) [_] _____________________ dollars (the blank space being filled in
with some number representing one dollar or more) in respect to
every issued share without par value.
OR
(B) [_] the aggregate amount of consideration received by the company
for the issuance of shares without par value
plus such amounts as, from time to time, by bylaw of the
company, may be transferred thereto.
9. First or Peter C. Bourgeois Businessman
Provisional -------------------- -------------------
director (occupation)
(attach list 1544 Ifield Road
if more than --------------------
3)
Mississauga, Ont. L5H 3W1
-------------------- -------------------
James G. Boyd Businessman
-------------------- -------------------
(occupation)
10 Legare Street
Charleston, South 29401
-------------------- -------------------
Carolina, USA
-------------
10. Beneficial PGI Polymer, Inc. Number & Type
owners of -------------------- of Shares
shares (attach
list if more 4838 Jenkins Avenue 1,000 Common
than 3) -------------------- -------------------
North Charleston, 29406
------------------- -------------------
South Carolina, USA (postal code)
-------------------
11. We request the provisions set out in Schedule "B" to be embodied in the
letters patent.
DATED at Charlottetown, in the County of Queens, in the Province of Prince
Edward Island, the 10th day of May, 1996.
SIGNATURE OF WITNESSES SIGNATURE OF APPLICANTS
_____________________________ /s/ James Travers
--------------------------------
(This application must be filed in duplicate)
FORM 1
SCHEDULE "A"
FABRENE GROUP, INC.
- --------------------------------------------------------------------------------
(Company Name)
RESTRICTIONS ON SHARE TRANSFER
(a) No share or shares of the capital stock shall be transferred to a person
without previous consent to the directors of the Company evidenced by a
resolution passed at a meeting of the directors or by the consent in
writing of the majority of the directors of the Company.
(b) The directors shall have unfettered discretion to withhold consent for any
transfer, but shall not withhold if the transfer shall be in due course of
descent or distribution to the person representative or legatees or next of
kin of a deceased shareholder.
OBJECTS AND PURPOSES
(a) To purchase or otherwise acquire and hold, lease, let on hire and mortgage,
pledge, sell or otherwise dispose of or otherwise deal with real and
personal property and rights of all kinds and, in particular, lands,
buildings, hereditaments, business or industrial concerns and undertakings,
mortgages, charges, contracts, concessions, franchises, annuities, patents,
licenses, securities, policies, book debts and any interest in real or
personal property and any claims against such property or against any
person, firm or corporation and privileges and chooses in action of all
kinds.
(b) To invest in shares, stocks, bonds, debentures, and other securities and
other evidences of indebtedness and obligations issued or guaranteed by any
corporation, company, chartered bank, association, partnership, syndicate,
entity, person or governmental, municipal or public authority, domestic or
foreign, and evidences of any interest in respect of any such shares,
stocks, bonds, debentures, and other securities and other evidences of
indebtedness and obligations and to lend money without security or upon the
security of real or personal property and to change, alter or realize upon
any investments and to reinvest any moneys which may at any time be
available for that purpose.
(c) To acquire by original subscription, tender, purchase, exchange or
otherwise and to hold either as principal or agent and absolutely as owner
or by way of collateral security and to hypothecate any such shares,
stocks, bonds, debentures and other securities and other evidences of
indebtedness and obligations and evidences of any interest
in respect of any such shares, stocks, bonds, debentures and other
securities and other evidences of indebtedness and obligations and while
the owner or holder thereof to exercise all rights, powers and privileges
of ownership including all voting rights (if any) with respect thereto.
(d) To promote, organize, manage or develop or to assist in the promotion,
organization, management or development of any corporation, company,
syndicate, firm, partnership, enterprise or undertaking, or to take over,
manage and dispose of in any manner whatsoever any business or undertaking
in which the company may be interested or in the securities of which it may
have invested its funds or with which it may have business relations.
(e) To employ experts to investigate and examine into the condition, prospects,
value, character and circumstances of any business, concern or undertaking
and generally of any assets, property or rights.
(f) To procure capital, credit, or other assistance for establishing, extending
or reorganizing any enterprise or industry carried on or intended to be
carried on by any person, firm, corporation or company.
(g) To purchase or otherwise acquire and undertake all or any of the assets,
business, property, goodwill, franchises, privileges, contracts, rights,
obligations and liabilities of any company, firm, society, partnership or
person carrying on any business which the Company is authorized to carry on
or possessed of property suitable for the purposes of the company or of any
company in which the company holds shares, bonds, debenture and obligations
and to pay for the same in cash or in shares or securities of the company
or partly in cash and partly in shares or securities of the company or any
other consideration, and to carry on the business of any such company,
firm, society, partnership, or person whose assets are so acquired.
(h) To guarantee the contracts or obligations of or otherwise assist any other
companies, society, firm or person and to mortgage, pledge, hypothecate or
otherwise charge the whole or any part of the property of the company in
connection with such guarantee or assistance.
(i) To do all such other acts or things as are incidental or conducive to the
attainment of the above objects or any of them.
(j) To have and exercise all and every the power set forth in Section 15 of the
Companies Act, R.S.P.E.I. 1988, Chapter C-14.
(k) In connection with the foregoing, to have and exercise all the rights,
powers, authorities and privileges that a private individual might or could
possess or enjoy.
FORM 1
SCHEDULE "B"
FABRENE GROUP, INC.
- --------------------------------------------------------------------------------
(Company Name)
ADDITIONAL PROVISIONS TO BE EMBODIED IN THE LETTERS PATENT
None.
FORM 2
COMPANIES ACT, R.S.P.E.I. 1988, CAP. C-14, S.9(2)
CANADA
PROVINCE OF
PRINCE EDWARD ISLAND
IN THE MATTER of the Application for
Letters Patent, under the provisions of
the Companies Act, R.S.P.E.I. 1988, Cap.
C-14, under the name FABRENE GROUP, INC.
AFFIDAVIT
I, James C. Travers of Charlottetown, in the County of Queens, Province of
Prince Edward Island,
MAKE OATH AND SAY AS FOLLOWS:
1. THAT I am one of the applicants named in the annexed application and have a
full knowledge of the facts set out in the said application.
2. THAT the statements and allegations contained in the annexed application
are true and correct according to the best of my knowledge, information and
belief.
3. THAT I am advised and verily believe that the name FABRENE GROUP, INC. is
not the name of any other known corporation or association, incorporated or
unincorporated, or of any syndicate or partnership or of any individual or
any name under which any known business is being carried on or so nearly
resembling the same as to be liable to be confused therewith, or otherwise
on public grounds objectionable.
SWORN TO before me at the City of )
Charlottetown in Queens County, )
Province of Prince Edward Island, )
this 10th day of May, 1996. )
)
) /s/ James C. Travers
) -----------------------------
___________________________________)
A COMMISSIONER FOR TAKING
AFFIDAVITS IN THE SUPREME COURT
FORM 3
ATTORNEY'S STATEMENT
COMPANIES ACT, R.S.P.E.I. 1988, CAP. C-14, S.4
RE: Application for Incorporation of
FABRENE GROUP, INC.
I, James C. Travers of Charlottetown, in the County of Queens, Province of
Prince Edward Island, a practicing attorney in the Province, certify that I have
examined the application for incorporation of FABRENE GROUP, INC. and am of the
opinion that it complies with the requirements of the Companies Act, R.S.P.E.I.
1988, Cap. C-14.
May 10, 1996 /s/ James C. Travers
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Date Signature