EXHIBIT 3.7
CERTIFICATE OF INCORPORATION
OF
TRINITY V, INC.
ARTICLE I.
Name
The name of the corporation is Trinity V, Inc.
ARTICLE II.
Registered Office and Agent
The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.
ARTICLE III.
Purpose
The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.
ARTICLE IV.
Authorized Capital Stock
The total number of shares of stock which the corporation shall have
authority to issue is Ten Thousand (10,000) shares of Common Stock, with a par
value of one dollar ($1.00) per share.
ARTICLE V.
Sole Incorporator
The name and mailing address of the sole incorporator is:
Terri Atteberry
350 N. St. Paul
Dallas, Texas 75201
ARTICLE VI.
Directors
The name and mailing address of each person who is to serve as a
director until the first annual meeting of the stockholders or until a successor
is elected and qualified are as follows:
NAME MAILING ADDRESS
W. Ray Wallace 2525 Stemmons Freeway Dallas,
Texas 75207
John T. Sanford 2525 Stemmons Freeway
Dallas, Texas 75207
F. Dean Phelps, Jr. 2525 Stemmons Freeway
Dallas, Texas 75207
ARTICLE VII.
Duration
The corporation is to have a perpetual existence.
ARTICLE VIII.
Bylaws
The Board of Directors of the corporation is expressly authorized to
make, alter or repeal bylaws of the corporation, but the stockholders may make
additional bylaws and may alter or repeal any bylaws whether adopted by them or
otherwise.
ARTICLE IX.
Liability of Directors
No director of the corporation shall be liable to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit.
ARTICLE X.
Written Ballots Not Required
Election of directors need not be by written ballot except and to the
extent provided in the bylaws of the corporation.
ARTICLE XI.
Denial of Cumulative Voting
Cumulative voting in the election of directors or otherwise is hereby
expressly prohibited. At each election of directors, each stockholder entitled
to vote at such election shall be entitled to one vote for each share of capital
stock owned by him; no stockholder shall be entitled to cumulate his votes by
giving one candidate as many votes as the number of such directors to be elected
multiplied by the number of shares owned by such stockholder shall equal, or to
distribute such votes on the same principle among any number of such candidates.
ARTICLE XII.
Denial of Preemptive Rights
No stockholder shall have any preemptive right to subscribe to an
additional issue of stock or to any security which is convertible into or grants
an option upon such stock, but such shares of stock or other securities
convertible into or granting an option upon stock may be issued or disposed of
by the Board of Directors to such persons and on such terms as in its discretion
the Board of Directors shall deem advisable.
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, does make this Certificate, hereby declaring and
certifying that this is my act and deed and the facts herein stated are true,
and accordingly, I have hereunto set my hand this 14th day of March, 1996.
/s/ Terri Atteberry
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Terri Atteberry
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
* * * * *
Trinity V, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said corporation, by the
unanimous written consent of its members, filed with the minutes of the Board,
adopted a resolution proposing and declaring advisable the following amendment
to the Certificate of Incorporation of said corporation:
RESOLVED, that the Certificate of Incorporation of Trinity V, Inc. be
amended by changing the Article I thereof so that, as amended, said
Article shall be read as follows:
"Article I: The name of the corporation is Trinity Marine Products,
Inc."
SECOND: That in lieu of a meeting and vote of stockholders, the
stockholders have given unanimous written consent to said amendment in
accordance with the provisions of Section 228 of the General Corporation Law of
the State of Delaware.
THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Section 242 and 228 of the General Corporation Law
of the State of Delaware.
IN WITNESS WHEREOF, said Trinity V, Inc. has caused this certificate to
be signed by John T. Sanford, its Senior Vice President and attested by Neil O.
Shoop, its Assistant Secretary, this 19th day of August, 1996.
Trinity V, Inc.
By: /s/ John T. Sanford
---------------------------
John T. Sanford
Senior Vice President
ATTEST:
/s/ Neil O. Shoop
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Neil O. Shoop
Assistant Secretary