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EXHIBIT 3.3
CERTIFICATE OF INCORPORATION
(Stock Corporation)
We, the incorporators, certify that we hereby associate ourselves as a
body politic and corporate under the Stock Corporation Act of the State of
Connecticut.
1. The name of the corporation is CAPITOL BUILDING SPECIALTIES, INC.
2. The name of the town in Connecticut in which the corporation is
to be located is Bridgeport.
3. The nature of the business to be transacted, or the purposes to
be promoted or carried out by the corporation, are as follows:
(a) To engage in the operation of a home improvement business and the
business of buying and selling real and personal property, and to do all
things and perform all functions necessary and incidental in the
conducting of said business as aforesaid; and otherwise to own, operate,
manage, and conduct business of any and every kind not contrary to or
prohibited by law.
(b) To make and execute contracts and agreements for the purchase, sale,
leasing, and mortgaging, and to purchase, sell, lease, or mortgage such
real and personal estate as the corporation shall have or shall need for
the carrying on of its business.
(c) To acquire, own, and hold such real and personal property as may be
necessary or convenient for the transaction of its business, and to
lease, sublet or underlet such real property as may be necessary or
convenient for the carrying on of its business.
(d) To purchase and acquire property, business rights or franchise; to incur
debt; and to raise, borrow and secure the payment of money in any lawful
manner, including the issuing of negotiable and transferable instruments
and affidavits or indebtedness of all kinds, whether secured by
mortgage, pledge, deed, trust or otherwise.
(e) To make and perform contracts of all kinds or description in carrying on
its business, or for the purpose of attaining or furthering any of its
business, or to do any or all things which a co-partnership or any
natural person could do and execute, and which now and hereafter may be
authorized by law.
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4. The designation of each class of shares, the authorized number of
shares of each such class, and the par value (if any) of each share thereof,
are as follows:
One Hundred (100) shares, common stock, at Twenty-five $25.00)
Dollars par value.
5. The terms, limitations and relative rights and preferences of
each class of shares and series thereof (if any), or an express grant of
authority to the board of directors pursuant to Section 33-341, 1959 Supp.
Conn. G.S., are as follows:
NONE
6. The minimum amount of stated capital with which the corporation
shall commence business is Twenty-five Hundred ($2500.00) dollars. (Not less
than one thousand dollars.)
7, 8. None (Other provisions)
Dated at Bridgeport, Conn. this 29th day of July, 1961.
/s/ Hugo Puglisi
/s/ Thelma Puglisi
/s/ Bernice Goldbloom
/s/ Abraham Goldbloom
(Incorporators)
STATE OF CONNECTICUT )
)SS. Bridgeport July 29, 1961
COUNTY OF FAIRFIELD )
Personally appeared HUGO PUGLISI, THELMA PUGLISI, BERNICE GOLDBLOOM and
ABRAHAM GOLDBLOOM, and made oath to the truth of the foregoing certificate by
them signed, before me.
/s/
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Commissioner of Superior Court
(To be accompanied by Appointment of Statutory Agent for Service)
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CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION BY
ACTION OF BOARD OF DIRECTORS AND SHAREHOLDERS
(Stock Corporation)
1. The name of the corporation is CAPITOL BUILDING SPECIALTIES, INC.
2. The Certificate of Incorporation (check one only)
X (a) is amended only
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(b) is amended and restated
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(c) is restated only
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by the following resolution of directors and shareholders:
BE IT RESOLVED, that the name of the corporation is changed to
BISHOP BUILDING SPECIALTIES, INC.
3. (Omit if Par. 2(a) is checked)
(a) The above resolution merely restates and does not change the
provisions of the original Certificate of Incorporation as
supplemented and amended to date, except as follows: (Indicate
amendments made, if any; if none, so indicate.)
(b) Other than as indicated in Par. 3(a), there is no discrepancy
between the provisions of the original Certificate of
Incorporation as supplemented and amended to date, and the
provisions of this Certificate Restating the Certificate of
Incorporation.
4. The above resolution was adopted by the board of directors and by
shareholders.
5. Vote of Shareholders:
(a) (Use if no shares are required to be voted as a class.)
Number of Shares Total Voting Power of Vote Required Vote Favoring
Entitled to Vote Shares Entitled to Vote for Adoption Adoption
========================= ========================= ======================== =========================
100 100% 51% 100%
(b) (Use if any shares are required to be voted as a class.)
Describe clearly the vote required for adoption and state the actual
vote favoring adoption: include the designation and number of shares of
each class entitled to vote on the resolution as a class, the voting
power of each such class, and the actual vote of each such class.
Dated at Bridgeport, Conn. this 25th day of September, 1962.
/s/ Hugo Puglisi
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President or Vice President
/s/ Abraham Goldbloom
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Secretary or Asst. Secretary
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STATE OF CONNECTICUT )
)SS. Bridgeport September 25, 1962
COUNTY OF FAIRFIELD )
Personally appeared HUGO PUGLISI and ABRAHAM GOLDBLOOM and made oath to
the truth of the foregoing certificate by them signed, before me.
/s/
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Commissioner of Superior
Court for Fairfield County
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CERTIFICATE
AMENDING OR RESTATING CERTIFICATE
OF INCORPORATION BY ACTION OF BOARD OF DIRECTORS
AND SHAREHOLDERS (Stock Corporation)
STATE OF CONNECTICUT
SECRETARY OF THE STATE
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1. NAME OF CORPORATION DATE
BISHOP BUILDING SPECIALITIES, INC. April 30, 1979
2. The Certificate of Incorporation is A. AMENDED ONLY by the
following resolution:
RESOLVED, that the name of this corporation be changed to DAY-LEE
SALES, INC., and that Article 1 of the Certificate of Incorporation of
this corporation be, and it hereby is, amended to read as follows:
"1. The name of the corporation is DAY-LEE SALES, INC."
3. (Omit if 2A is checked)
(a) The above resolution merely restates and does not change the
provisions of the original Certificate of Incorporation as
supplemented and amended to date, except as follows: (Indicate
amendments made, if any; if none, so indicate.)
(b) Other than as indicated in Par. 3(a), there is no discrepancy
between the provisions of the original Certificate of
Incorporation as supplemented to date, and the provisions of this
Certificate Restating the Certificate of Incorporation.
4. The above resolution was adopted by the board of directors and by
shareholders.
5. Vote of shareholders:
(a) (Use if no shares are required to be voted as a class)
NUMBER OF SHARES TOTAL VOTING VOTE REQUIRED VOTE FAVORING
ENTITLED TO VOTE POWER FOR ADOPTION ADOPTION
100 100 51 100
(b) (if the shares of any class are entitled to vote as a class,
indicate the designation and number of outstanding shares of each
such class, the voting power thereof, and the vote of each such
class for the amendment resolution.)
We hereby declare under the penalties of false statement that the statements
made in the foregoing certificate are true.
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NAME OF PRESIDENT OF VICE PRESIDENT NAME OF SECRETARY OR ASSISTANT SECRETARY
(Print or Type) (Print or Type)
MICHAEL HERMAN SUSAN HERMAN
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SIGNED (President or Vice President) SIGNED (Secretary or Assistant Secretary)
/s/ Michael Herman /s/ Susan Herman
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CERTIFICATE
AMENDING OR RESTATING CERTIFICATE
OF INCORPORATION BY ACTION OF BOARD OF DIRECTORS
AND SHAREHOLDERS (Stock Corporation)
STATE OF CONNECTICUT
SECRETARY OF THE STATE
================================================================================
1. NAME OF CORPORATION DATE
DAY-LEE SALES, INC March 24, 1984
2. The Certificate of Incorporation is A. AMENDED ONLY by the
following resolution:
RESOLVED, that the name of this corporation be changed to VINYL
BUILDING SPECIALITIES OF CONNECTICUT, INC. and that Article 1 of the
Certificate of Incorporation of this corporation be, and it hereby is,
amended to read as follows:
"1. The name of the corporation is VINYL BUILDING
SPECIALTIES OF CONNECTICUT, INC."
3. (Omit if 2A is checked)
(a) The above resolution merely restates and does not change the
provisions of the original Certificate of Incorporation as
supplemented and amended to date, except as follows: (Indicate
amendments made, if any; if none, so indicate.)
(b) Other than as indicated in Par. 3(a), there is no discrepancy
between the provisions of the original Certificate of
Incorporation as supplemented to date, and the provisions of this
Certificate Restating the Certificate of Incorporation.
4. The above resolution was adopted by the board of directors and by
shareholders.
5. Vote of shareholders:
(a) (Use if no shares are required to be voted as a class)
NUMBER OF SHARES TOTAL VOTING POWER VOTE REQUIRED FOR ADOPTION VOTE FAVORING ADOPTION
ENTITLED TO VOTE SHARES ENTITLED TO VOTE
100 100 67 100
(b) (if the shares of any class are entitled to vote as a class,
indicate the designation and number of outstanding shares of each
such class, the voting power thereof, and the vote of each such
class for the amendment resolution.)
We hereby declare under the penalties of false statement that the statements
made in the foregoing certificate are true.
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NAME OF PRESIDENT (Print or Type) NAME OF SECRETARY (Print or Type)
MICHAEL HERMAN SUSAN HERMAN
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SIGNED (President or Vice President) SIGNED (Secretary or Assistant Secretary)
/s/ Michael Herman /s/ Susan Herman
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