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EXHIBIT 3.18
ARTICLES OF INCORPORATION
OF
GOLDEN EAGLE ICE - TEXAS, INC.
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ARTICLE ONE
The name of the Corporation is GOLDEN EAGLE ICE - TEXAS, INC.
ARTICLE TWO
The period of duration of the Corporation is perpetual.
ARTICLE THREE
The purpose for which the Corporation is organized is to transact any
or all lawful business for which corporations may be incorporated under the
Texas Business Corporation Act.
ARTICLE FOUR
The Corporation is authorized to issue an aggregate of 1,000 shares of
stock, consisting of only one class (designated "Common Stock"), having a par
value of $.01 per share. The shares of stock shall have identical rights and
privileges in every respect.
ARTICLE FIVE
No security holder shall have the preemptive right to subscribe for or
acquire shares or other securities of any kind of the Corporation, except to the
extent such right is expressly granted in writing by the Corporation.
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ARTICLE SIX
Cumulative voting by the shareholders of the Corporation at elections
of directors is expressly prohibited.
ARTICLE SEVEN
The Corporation will not commence business until it has received for
the issuance of its shares consideration of the value of at least One Thousand
Dollars ($1,000.00), consisting of money, labor done, property actually received
or such other consideration as may be authorized by law.
ARTICLE EIGHT
The initial board of directors consists of one (1) member who shall
serve as director until the first annual meeting of shareholders or until his
successor is elected and qualified, and whose name and address is:
Name Address
James F. Stuart 8572 Katy Freeway
Suite 101
Houston, Texas 77024
The number of directors constituting the board of directors (other than
the initial board of directors) shall be fixed by, or in the manner provided in,
the bylaws of the Corporation.
ARTICLE NINE
A director of the Corporation shall not be liable to the Corporation or
its security holders for monetary damages for any act or omission in the
director's capacity as a director. This Article does not eliminate or limit the
liability of a director for (i) a breach of the director's duty of loyalty to
the Corporation or its shareholders, (ii) an act or omission not in good faith
that constitutes a breach of duty of the director to the Corporation or an act
or omission that involves intentional misconduct or a knowing violation of the
law, (iii) a transaction from which the director received an improper benefit,
whether or not the benefit resulted from an action taken within the scope of the
director's office, or (iv) an act or omission for which the liability of a
director is expressly provided by an applicable statute.
This Article is intended to limit the liability of a director of the
Corporation to the fullest extent permitted by law. In the event that the Texas
Miscellaneous Corporation Laws
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Act or the Texas Business Corporation Act is amended to authorize corporate
action further limiting or eliminating liability of directors, then the
liability of a director of the Corporation shall be limited or eliminated to the
fullest extent permitted by either of such Acts, as so amended, without any
further action. The limitation of liability contained in this Article shall not
be deemed exclusive of any rights or limitations of liability or indemnity to
which a director may otherwise be entitled. Any repeal or modification of this
Article by the shareholders of the Corporation or otherwise shall not adversely
affect any right or protection of a director of the Corporation existing at the
time of such repeal or modification.
ARTICLE TEN
The street address of the Corporation's initial registered office and
the name of its initial registered agent at such address are:
Name Address
James F. Stuart 8572 Katy Freeway
Suite 101
Houston, Texas 77024
ARTICLE ELEVEN
The name and address of the incorporator is:
Name Address
Lyndon Nugent. Akin, Gump, Strauss, Hauer & Feld L.L.P.
300 Convent Street, Suite 1500
San Antonio, Texas 78205
INCORPORATOR:
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Lyndon Nugent