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EXHIBIT 3.11
State of North Carolina
Department of the Secretary of State
ARTICLES OF INCORPORATION
Pursuant to Section 55-2-02 of the General Statutes of North Carolina, the
undersigned does hereby submit these Articles of Incorporation for the purpose
of forming a business corporation.
1. The name of the corporation is Be-Ac, Inc. (the "Corporation").
2. The Corporation is authorized to issue 100,000 shares, all of one class,
designated as common stock.
3. The street address, mailing address, and county of the initial registered
office of the Corporation is 225 Hillsborough Street; Raleigh, County of
Wake, North Carolina 27603.
4. The name of the initial registered agent is CT Corporation System.
5. The name and addresses of the persons who are to serve as the initial Board
of Directors of the Corporation until the first meeting of shareholders or
until their successors be elected and qualified are as follows:
Charles M. Hansen, Jr.
4111 Mint Way
Dallas, Texas 75237
Jeffrey D. Cordes
4111 Mint Way
Dallas, Texas 75237
John C. Macauley
4111 Mint Way
Dallas, Texas 75237
6. To the fullest extent from time to time permitted by law, no person who
is serving or who has served as a director of the Corporation shall be
personally liable in any action for monetary damages for breach of his or
her duty as a director, whether such action is brought by or in the right
of the Corporation or otherwise. Neither the amendment or repeal of this
Article, nor the adoption of any provision of these Articles of
Incorporation inconsistent with this Article, shall eliminate or reduce the
protection afforded by this Article to a director of the Corporation with
respect to any matter which occurred, or any cause of action, suit or claim
which but for this Article would have accrued or arisen, prior to such
amendment, repeal or adoption.
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7. The name and address of the incorporator are as follows:
NAME ADDRESS
Richard L. Waggoner 1601 Elm Street
3000 Thanksgiving Tower
Dallas, TX 75201
8. These articles will be effective upon filing.
IN WITNESS WHEREOF, the undersigned has set hereunto his hand this 24th
day of August, 1994.
/s/ RICHARD L. WAGGONER
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Richard L. Waggoner
Incorporator
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State of North Carolina
Department of the Secretary of State
ARTICLES OF AMENDMENT
Pursuant to Section 55-10-06 of the General Statutes of North Carolina, the
undersigned corporation hereby submits the following Articles of Amendment for
the purposes of amending its Articles of Incorporation.
1. The name of the corporation is Be-Ac, Inc., a North Carolina corporation
(the "Corporation").
2. The following amendment to the Articles of Incorporation was adopted by the
Corporation as of Dec 1, 1994:
Article 1 of the Articles of Incorporation is hereby deleted in its
entirety.
A new Article 1 is hereby added to the Articles of Incorporation of
the Corporation, to read in its entirety as follows:
"1. The name of the corporation is Beacon Manufacturing Company (the
"Corporation")."
3. The amendment was approved by shareholder action. Shareholder approval of
the Articles of Amendment was obtained as required by Chapter 55 of the
North Carolina General Statutes.
4. The Articles of Amendment will be effective upon filing with the Secretary
of State of North Carolina.
This the 29th day of November, 1994.
BE-AC, INC.
By: /s/ JEFFREY D. CORDES
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Jeffrey D. Cordes,
Executive Vice President
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State of North Carolina
Department of the Secretary of State
ARTICLES OF MERGER
Pursuant to Section 55-11-05 of the General Statutes of North Carolina, the
undersigned corporation as the surviving corporation in a merger hereby submits
the following Articles of Merger.
1. The name of the surviving corporation is Beacon Manufacturing Company, a
corporation organized under the laws of North Carolina; the name of the
merged corporation is Realmac, Inc., a corporation organized under the laws
of North Carolina.
2. Attached is a copy of the Agreement and Plan of Merger that was adopted in
the manner prescribed by law by the board of directors of each of the
corporations participating in the merger.
3. Shareholder approval of both corporations was required for the merger and
the merger was approved by the shareholders as required by Chapter 55 of
the North Carolina General Statutes.
4. These articles will be effective at 11:59 p.m. on June 30, 1995.
This the 28 day of June, 1995.
BEACON MANUFACTURING COMPANY
By: /s/ JEFFREY D. CORDES
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Jeffrey D. Cordes
Executive Vice President
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AGREEMENT AND PLAN OF MERGER
This Agreement and Plan of Merger is executed as of June 28, 1995, by
and between Realmac, Inc., a North Carolina corporation ("Realmac"), and Beacon
Manufacturing Company, a North Carolina corporation ("Beacon").
WITNESSETH:
WHEREAS, the authorized capital stock of Beacon consists of 100,000
shares of Common Stock, no par value ("Beacon Common Stock"), of which 1,000
shares are issued and outstanding; and
WHEREAS, the authorized capital stock of Realmac consists of 100,000
shares of Common Stock, no par value ("Realmac Common Stock"), of which 1,000
shares are issued and outstanding; and
WHEREAS, the boards of directors and sole shareholder of each of
Realmac and Beacon deem it to be desirable and in the best interest of the
respective corporations that the two corporations merge into a single
corporation (the "Merger") , and, pursuant to resolutions duly adopted, each
board of directors and sole shareholder have approved and adopted this
Agreement;
NOW, THEREFORE, in consideration of the foregoing and of the mutual
agreements and covenants contained herein, the parties hereto agree as follows:
ARTICLE I
Section 1.1. In accordance with the provisions of the North Carolina
General Statutes, at the Effective Time (defined below) of the Merger, Realmac
shall be merged into Beacon, which shall be the surviving corporation (in its
capacity as such surviving corporation Beacon is hereinafter sometimes referred
to as the "Surviving Corporation", and Realmac and Beacon are hereinafter
sometimes referred to collectively as the "Constituent Corporations") , and as
such Beacon shall continue to be governed by the laws of the State of North
Carolina.
Section 1.2. The Merger shall become effective at 11:59 p.m. on June
30, 1995. The time when the Merger shall become effective is herein called the
"Effective Time."
Section 1.3. Except as may otherwise be set forth herein, at the
Effective Time, the corporate existence and identity of Beacon, with all its
purposes, powers, franchises, privileges, rights and immunities shall continue
under the laws of the State of North Carolina, unaffected and unimpaired by the
Merger, and the corporate existence and identity of Realmac, with all its
purposes, powers, franchises, privileges, rights and immunities, shall be
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merged with and into Beacon and the Surviving Corporation shall be vested fully
therewith, and the separate corporate existence and identity of Realmac shall
thereafter cease, except to the extent continued by applicable law. At the
Effective Time, the Surviving Corporation shall have the following rights and
obligations:
(a) The Surviving Corporation shall have all the rights,
privileges, immunities and powers, and shall be subject to all of the
duties and liabilities, of a corporation organized under the laws of
the State of North Carolina.
(b) The Surviving Corporation shall succeed to, without other
transfer, and shall possess and enjoy, all of the rights, privileges,
immunities, powers, purposes and franchises, of both a public and
private nature, of the Constituent Corporations and all property,
real, personal and mixed, and all debts due to either of the
Constituent Corporations on whatever account and all other choices in
action, and every other interest of or belonging to either of the
Constituent Corporations shall be deemed to be transferred to and
vested in the Surviving Corporation without further act or deed, and
shall thereafter be the property of the Surviving Corporation as they
were of the respective Constituent Corporations, and the title to any
real estate vested by deed or otherwise in either of said Constituent
Corporations shall not revert or be in any way impaired by reason of
the Merger.
(c) The Surviving Corporation shall thenceforth be responsible
and liable for all debts, liabilities, obligations and duties of
either of the Constituent Corporations, and any claim existing or
action or proceeding pending by or against either Constituent
Corporation may be prosecuted as if the Merger had not occurred, or
the Surviving Corporation may be substituted in its place. Neither the
rights of creditors nor any liens upon the property of either
Constituent Corporation shall be impaired by the Merger.
Section 1.4. If at any time the Surviving Corporation shall deem or be
advised that any further transfers, assignments, conveyances, assurances in law
or other acts or things are necessary or desirable to vest or confirm in the
Surviving Corporation the title to any property or assets of either of the
Constituent Corporations, each Constituent Corporation and its proper officers
and directors shall execute and deliver any and all such proper transfers,
assignments, conveyances and assurances in law, and shall do all other acts and
things as are necessary or proper to vest or confirm title to such property and
assets in the Surviving Corporation and to otherwise carry out the purposes and
intent of this Agreement.
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ARTICLE II
Section 2.1. The Articles of Incorporation of Beacon in effect at the
Effective Time shall constitute the Articles of Incorporation of the Surviving
Corporation, until amended, altered or repealed in the manner provided by law.
Section 2.2. The Bylaws of Beacon in effect at the Effective Time
shall be the Bylaws of the Surviving Corporation, until amended, altered or
repealed.
Section 2.3. The directors of Beacon at the Effective Time shall be
the directors of the Surviving Corporation and shall hold office in accordance
with the Bylaws of the Surviving Corporation until the next annual meeting of
shareholders of the Surviving Corporation or until their respective successors
are elected and qualified.
Section 2.4. The officers of Beacon at the Effective Time shall be the
officers of the Surviving Corporation and shall hold office subject to the
Bylaws of the Surviving Corporation.
ARTICLE III
Section 3.1. At the Effective Time, all of the outstanding shares of
Realmac Common Stock shall by virtue of the Merger and without any further
action be cancelled and retired and shall cease to exist, all certificates
representing such shares shall be cancelled and no cash or securities or other
property shall be issued in respect of such shares.
ARTICLE IV
Section 4.1. This Agreement may be executed by the parties hereto in
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall constitute one instrument.
Section 4.2. Subject to applicable law, this Agreement may be amended,
modified or supplemented only by written agreement of Realmac and Beacon at any
time prior to the Effective Time.
Section 4.3. This Agreement may be terminated at any time prior to the
Effective Time by mutual agreement of the parties hereto.
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IN WITNESS WHEREOF, each of the Constituent Corporations has caused
this Agreement to be executed on its behalf by its respective officers hereunto
duly authorized as of the date first above written.
BEACON MANUFACTURING COMPANY
By: /s/ JEFFREY D. CORDES
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Jeffrey D. Cordes,
Executive Vice President
REALMAC, INC.
By: /s/ JEFFREY D. CORDES
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Jeffrey D. Cordes,
Executive Vice President
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