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EXHIBIT 3.43
CHARTER
OF
TENNESSEE WOOLEN MILLS, INC.
The undersigned natural person or persons, having capacity to contract and
acting as the incorporator or incorporators of a corporation organized under
the Tennessee General Corporation Act, adopt the following charter for such
corporation:
1. The name of the corporation is Tennessee Woolen Mills, Inc.
2. The duration of the corporation shall be perpetual.
3. The address of the principal office of the corporation in the State
of Tennessee shall be North Maple Street, Wilson County, Lebanon, Tennessee
37087.
4. The corporation is for profit.
5. The purpose or purposes for which the corporation is organized are to
engage in all facets of the textile business including but not limited to the
purchase, manufacture, distribution and sale of various textile products and to
engage in any lawful act or activity for which corporations for profit may be
organized under the laws of the State of Tennessee; and the corporation shall
have all powers necessary to conduct such business and engage in such
activities, including, but not limited to, the powers enumerated in the
Tennessee General Corporation Act or any amendment thereto.
6. The maximum number of shares that the corporation shall have the
authority to issue is 1,000 common shares without par value and 900 shares of 8%
cumulative redeemable preferred shares with $1,000.00 par value per share.
7. The corporation shall not commence business until consideration of
not less than $1,000.00 has been received for the issuance of its shares.
8. Shareholders of the corporation shall have the pre-emptive rights set
forth in the Tennessee General Corporation Act.
9. Subject to the provisions of Section 48-512 of the Tennessee General
corporation Act, the Board of Directors of the corporation, shall have the
power to distribute a portion of the assets of the corporation, in cash or in
property, to holders of shares of the corporation out of the capital surplus of
the corporation, and such power may be exercised without the vote of the
shareholders.
10. Whenever the Directors of the corporation are required or permitted
to take any action by vote, such action may be taken without a meeting on
written consent, setting forth action so taken, signed by all of the Directors
entitled to vote thereon.
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11. The Board of Directors of the corporation may adopt, amend or repeal
the By-laws or any By-law of the corporation by the vote of a majority of the
members of the entire Board.
Dated this 18th day of May, 1984.
/s/ RUSSELL H. HIPPE, JR.
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Russell H. Hippe, Jr.
Incorporator
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DESIGNATION, REVOCATION OR CHANGE
OF
REGISTERED AGENT
OF
TENNESSEE WOOLEN MILLS, INC.
To the Secretary of State of the State of Tennessee:
Pursuant to the provisions of Section 48-1201 of the Tennessee General
Corporation Act, the undersigned foreign or domestic corporation or the
incorporators of a domestic corporation being organized under the Act submit
the following statement for the purpose of designating, revoking, or changing,
as the case may be, the registered agent for the corporation in the State of
Tennessee:
1. The name of the corporation is Tennessee Woolen Mills, Inc.
2. The address of the corporation is P.O. Box 728, Lebanon, Tennessee
37087.
3. The name and street address of its registered agent in the State of
Tennessee shall be Russell H. Hippe, Jr., TRABUE, STURDIVANT & DEWITT, 25th
Floor, Life & Casualty Tower, Nashville, TN 37219.
Dated this 18th day of May, 1984.
TENNESSEE WOOLEN MILLS, INC.
By: /s/ RUSSELL H. HIPPE, JR.
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Russell H. Hippe, Jr.
Incorporator
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RESTATED
CHARTER
OF
TENNESSEE WOOLEN MILLS, INC.
Pursuant to the provisions of Section 48-20-107 of the Tennessee Business
Corporation Act, the undersigned corporation adopts the following restated
charter:
1. The name of the corporation is Tennessee Woolen Mills, Inc.
2. The corporation is for profit.
3. The street address of the corporation's principal office is:
North Maple Street
Lebanon, Tennessee 37087
County of Wilson.
4. (a) The name of the corporation's registered agent is Jim Brubaker.
(b) The address of the corporation's registered office in Tennessee
is:
North Maple Street
Lebanon, Tennessee 37087
County of Wilson.
5. The number of shares of stock the corporation is authorized to issue
is one million (1,000,000) shares of common stock, with no par value and 900
shares of 8% cumulative redeemable preferred shares, $1,000 per share par value.
6. The shareholders of the corporation shall not have preemptive rights.
7. To the fullest extent permitted by the Tennessee Business Corporation
Act as in effect on the date hereof and as hereafter amended from time to time,
a director of the corporation shall not be liable to the corporation or its
shareholders for monetary damages for breach of fiduciary duty as a director.
If the Tennessee Business Corporation Act or any successor statute is amended
after adoption of this provision to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability
of a director of the corporation shall be eliminated or limited to the fullest
extent permitted by the Tennessee Business Corporation Act, as so amended from
time to time. Any repeal or modification of this Paragraph 7 by the
shareholders of the corporation shall not adversely affect any right or
protection of a director of the corporation existing at the time of such repeal
or modification or with respect to events occurring prior to such time.
Dated: February 23, 1988
TENNESSEE WOOLEN MILLS, INC.
By: /s/ [ILLEGIBLE]
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Title: [ILLEGIBLE]
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CERTIFICATE OF TENNESSEE WOOLEN MILLS, INC.
Pursuant to the provisions of Section 48-20-107(d) of the Tennessee
Business Corporation Act, the undersigned corporation hereby certifies that:
1. The attached Restated Charter of Tennessee Woolen Mills, Inc. (the
"Company") contains amendments to the Charter of the Company requiring
shareholder approval.
2. The Restated Charter was duly adopted by the shareholders pursuant to
Action Taken on Written Consent on February 23, 1988.
IN WITNESS WHEREOF, this certificate has been duly executed and delivered
by a duly authorized officer of the Company on this 23rd day of February, 1988.
TENNESSEE WOOLEN MILLS, INC.
By: /s/
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Title:
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ARTICLES OF AMENDMENT TO THE RESTATED CHARTER
OF
TENNESSEE WOOLEN MILLS, INC.
Pursuant to the provisions of Section 48-20-106 of the Tennessee Business
Corporation Act, the undersigned corporation adopts the following articles of
amendment to its restated charter:
1. The name of the corporation is Tennessee Woolen Mills, Inc.
2. The text of the amendment adopted is:
"Paragraph 5 of the corporation's restated charter is
deleted in its entirety and replaced with the following:
5. The number of shares of stock the
Corporation is authorized to issue is:
(A) One million (1,000,000) shares of Common
Stock, no par value; and
(B) One hundred (100) shares of Series A Stock,
no par value. The Series A Stock shall have all
the rights and privileges of the Corporation's
Common Stock, except that the Series A Stock shall
not be entitled to vote on matters submitted to
the Corporation's shareholders."
3. The corporation is a for-profit corporation.
4. The amendment was duly adopted on January __, 1989 by the shareholders.
January , 1989 TENNESSEE WOOLEN MILLS, INC.
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Signature Date Name of Corporation
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Signer's Capacity Signature
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Name (typed or printed)