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EXHIBIT 3.7
[STATE EMBLEM]
THE STATE OF TEXAS
SECRETARY OF STATE
IT IS HEREBY CERTIFIED that the attached is/are true and correct copies
of the following described document(s) on file in this office:
SPRING VALLEY SCENTS, INC.
CHARTER #1458700-00
ARTICLES OF INCORPORATION AUGUST 29, 1997
ARTICLES OF CORRECTION MARCH 12, 1998
IN TESTIMONY WHEREOF, I have hereunto
signed my name officially and caused
to be impressed hereon the Seal of
State at my office in the City of
Austin, on May 20, 1998.
/s/ ALBERTO R. GONZALES
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Alberto R. Gonzales PH
[STATE SEAL] Secretary of State
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ARTICLES OF INCORPORATION
OF
SPRING VALLEY SCENTS, INC.
The undersigned, being a natural person of the age of eighteen (18)
years or more, acting as the incorporator of a corporation under the Texas
Business Corporation Act, hereby adopts the following Articles of Incorporation
for such corporation:
ARTICLE I
The name of the corporation is Spring Valley Scents, Inc.
ARTICLE II
The period of its duration is perpetual.
ARTICLE III
The purpose for which the corporation is organized is to transact any
and all lawful business for which corporations may be incorporated under the
Texas Business Corporation Act.
ARTICLE IV
The street address of the initial registered office of the corporation
is 4550 Spring Valley Road, Dallas, Texas 75244, and the name of the initial
registered agent of the corporation at such address is Camille R. Comeau.
ARTICLE V
The corporation is authorized to issue one class of capital stock to be
designated Common Stock. The aggregate number of shares which the corporation
shall have authority to issue is One Million (1,000,000) shares of Common Stock,
one cent ($.01) par value.
ARTICLE VI
Cumulative voting in the election of directors is expressly prohibited.
ARTICLE VII
No shareholder of the corporation will by reason of holding shares of
stock of the corporation have any preemptive or preferential rights to purchase
or subscribe to any shares of any class of stock of the corporation, or any
notes, debentures, bonds, warrants, options or other securities of the
corporation, now or hereafter to be authorized.
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ARTICLE VIII
The corporation will not commence business until it has received for
the issuance of its shares consideration of the value of One Thousand Dollars
($1,000.00), consisting of money paid, labor done or property actually received,
which property actually received shall have a value of not less than One
Thousand Dollars ($1,000.00).
ARTICLE IX
The number of directors shall be fixed in the manner provided in the
Bylaws of the corporation. The initial Board of Directors will consist of three
directors, and the names and addresses of the persons who are to serve as
directors until the first annual meeting of shareholders or until their
successors are elected and qualified are:
Name Address
---- -------
Donald J. Carter 4550 Spring Valley Road
Dallas, Texas 45244
Donald J. Carter, Jr. 4550 Spring Valley Road
Dallas, Texas 75244
M. Douglas Adkins 1601 Elm Street, Suite 3000
Dallas, Texas 75201
ARTICLE X
To the fullest extent permitted by Texas statutory or decisional law,
as the same exists or may hereafter be amended or interpreted, a director of the
corporation shall not be liable to the corporation or its shareholders for any
act or omission in such director's capacity as a director. Any repeal or
amendment of this Article, or adoption of any other provision of these Articles
of Incorporation inconsistent with this Article, by the shareholders of the
corporation shall be prospective only and shall not adversely affect any
limitation on the liability to the corporation or its shareholders of a director
of the corporation existing at the time of such repeal, amendment or adoption of
91 inconsistent provision.
ARTICLE XI
Any action which may be taken at any annual or special meeting of
shareholders may be taken without a meeting, without prior notice, and without a
vote, if a written consent or consents, setting forth the action so taken, is
signed by the holders of shares having not less than the minimum number of votes
necessary to take such action at a meeting at which the holders of all shares
entitled to vote on the action were present and voted.
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ARTICLE XII
The name and address of the incorporator is as follows:
Name Address
---- -------
M. Douglas Adkins 1601 Elm Street
Suite 3000
Dallas, Texas 75201
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 28th
day of August, 1997.
/s/ M. DOUGLAS ADKINS
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M. Douglas Adkins
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ARTICLES OF CORRECTION
OF
SPRING VALLEY SCENTS, INC.
Pursuant to the Texas Business Corporation Act, the undersigned
corporation hereby adopts the following Articles of Correction:
ARTICLE I
The name of the corporation is Spring Valley Scents, Inc. (the
"Corporation").
ARTICLE II
The name of the instrument to be corrected is the Articles of
Incorporation for the Corporation filed with the Texas Secretary of State on
August 29, 1997.
ARTICLE III
Article IX of the Articles of Incorporation incorrectly provided that
the address of Donald J. Carter was 4550 Spring Valley Road, Dallas, Texas
45244.
ARTICLE IV
The correct address for Mr. Carter is 4761-2 Frank Luke Drive, Dallas,
Texas 75248.
IN WITNESS WHEREOF, executed as of the 5th day of March, 1998.
SPRING VALLEY SCENTS, INC.
By: /s/ M. Douglas Adkins
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M. Douglas Adkins, Director