1
Exhibit 3.2.1
RESTATED ARTICLES OF INCORPORATION
OF
THE BONNEAU COMPANY
ARTICLE I
The Bonneau Company, pursuant to the provisions of Article 4.07 of the
Texas Business Corporation Act, hereby adopts these Restated Articles of
Incorporation, which accurately copy the Articles of Incorporation, as restated
and amended by these Restated Articles of Incorporation, are set forth below and
contain no other changes in any provisions.
ARTICLE II
The following amendments to the Articles of Incorporation were adopted
by written consent of the sole shareholder of the corporation on October 15,
1991:
This amendment deletes all of Article IV of the original Articles of
Incorporation and replaces it with:
The aggregate number of shares which the corporation has
authority to issue is One Hundred Thousand (100,000) shares of One
Dollar ($1.00) par value per share. The shares are designated as common
stock and have identical rights and privileges in every respect.
This amendment deletes all of Article V of the original Articles of
Incorporation and replaces it with the following:
Any action required by applicable law to be taken at any
annual or special meeting of the shareholders, or any action which may
be taken at any annual or special meeting of the shareholders, may be
taken without a meeting, without prior notice, and without a vote, if a
consent or consents in writing, setting forth the actions 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.
2
This Amendment deletes all of Article VI of the original Articles of
Incorporation and replaces it with the following:
No holder of any share of the corporation, whether now or
hereafter authorized, or other person shall have any pre-emptive or
preferential right to purchase, receive or subscribe to (a) any
unissued or treasury shares of any class of stock of the corporation,
(b) any obligations, evidences of indebtedness or other securities of
the corporation convertible into or exchangeable for, or carrying or
accompanied by, any rights to receive, purchase or subscribe to, any
such treasury or unissued shares, (c) any warrant or option for the
purchase of any of the foregoing securities, or (d) any of the
securities that may be issued or sold by the corporation.
This amendment deletes all of Article VII of the original Articles of
Incorporation and replaces it with the following:
Cumulative voting by the shareholders of the corporation at
any election for directors is expressly prohibited. The shareholders
entitled to vote for directors in such election shall be entitled to
cast one vote per directorship for each share held, and no more.
This amendment deletes all of Article VIII of the original Articles of
Incorporation and replaces it with the following:
The corporation will not commence business until it has
received for the issuance of its shares consideration of the value of
One Thousand Dollars ($1,000,000), consisting of money, labor done, or
property actually received.
The following amendments are in addition to the original Articles of
Incorporation and the full text of these provisions added reads as follows:
ARTICLE IX
To the fullest extent permitted by Article 2.02-1 of the Texas
Business Corporation Act, as amended from time to time, the corporation
shall indemnify the directors and officers of the corporation.
2
3
ARTICLE X
The street address of the registered office of the corporation is c/o
The Prentice-Hall Corporation System, Inc., 400 North St. Paul, Dallas, Texas
75201, and the name of its registered agent at such address is The Prentice-Hall
Corporation System, Inc.
ARTICLE XI
Subject to changes authorized by the Bylaws of the corporation, the
number of directors constituting the board of directors is twelve (12), and the
names and addresses of the persons who are presently serving as directors until
their successors are elected and qualified are:
Edwin V. Bonneau 1601 Valleyview Lane
Farmers Branch, Texas 75234
Barbara Bonneau 1601 Valleyview Lane
Farmers Branch, Texas 75234
Steven P. Watten 633 Raven
Coppell, Texas 75019
A. Rene Watten 633 Raven
Coppell, Texas 75019
Shannon Bonneau 1601 Valleyview Lane
Farmers Branch, Texas 75234
Marsha Bonneau 1601 Valleyview Lane
Farmers Branch, Texas 75234
J. Dan Heard 1601 Valleyview Lane
Farmers Branch, Texas 75234
Kelly Heard 1601 Valleyview Lane
Farmers Branch, Texas 75234
Todd Bonneau 1601 Valleyview Lane
Farmers Branch, Texas 75234
Julie Bonneau 1601 Valleyview Lane
Farmers Branch, Texas 75234
3
4
ARTICLE XII
To the extent permitted by the Texas Miscellaneous Corporation Laws
Act, as amended from time to time, the directors of the corporation shall not be
liable to the corporation or its shareholders for monetary damages for an act or
omission in the director's capacity as a director.
ARTICLE III
Each statement made by these Restated Articles of Incorporation has
been effected in conformity with the provisions of the Texas Business
Corporation Act. These Restated Articles of Incorporation and each amendment
made by these Restated Articles of Incorporation were adopted by the sole
shareholder of the corporation on October ___, 1991.
ARTICLE IV
The number of shares of the corporation outstanding at the time of the
adoption was one thousand (1,000); and the number of shares entitled to a vote
on the amendments was one thousand (1,000).
ARTICLE V
The holder of all of the shares outstanding and entitled to vote on the
amendments has signed a consent in writing adopting the amendments.
ARTICLE VI
The Articles of Incorporation and all amendments and supplements to
them are superseded by the following Restated Articles of Incorporation, which
accurately copy the entire text of the articles, as well as incorporate the
amendments set forth above:
4
5
ARTICLES OF INCORPORATION
OF
THE BONNEAU COMPANY
ARTICLE I
NAME
The name of the corporation is THE BONNEAU COMPANY.
ARTICLE II
DURATION
The period of its duration is perpetual.
ARTICLE III
PURPOSE
The corporation is organized for the purpose of engaging in the
business of any or all lawful business for which corporations may be
incorporated under the Texas Business Corporation Act. The corporation shall
have all powers now or that hereafter may be conferred upon corporations
organized under the Texas Corporation Act by law.
ARTICLE IV
SHARES
The aggregate number of shares which the corporation has authority to
issue is One Hundred Thousand (100,000) share of One Dollar ($1.00) par value
per share. The shares are designated as common stock and have identical rights
and privileges in every respect.
5
6
ARTICLE V
SHAREHOLDERS MEETINGS
Any action required by applicable law to be taken at any annual or
special meeting of shareholders, or 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 consent or consents in writing, 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
votes.
ARTICLE VI
DENIAL OF PREEMPTIVE RIGHTS
No holder of any share of the corporation, whether now or hereafter
authorized, or other person shall have any preemptive or preferential right to
purchase, receive or subscribe to (a) any unissued or treasury shares of any
class of stock of the corporation, (b) any obligations, evidences of
indebtedness or other securities of the corporation convertible into or
exchangeable for, or carrying or accompanied by, any rights to receive, purchase
or subscribe to, any such treasury or unissued shares, (c) any warrant or option
for the purchase of any of the foregoing securities, or (d) any other securities
that may be issued or sold by the corporation.
ARTICLE VII
NONCUMULATIVE VOTING
Cumulative voting by the shareholders of the corporation at any
election for directors is expressly prohibited. The shareholders entitled to
vote for directors in such election shall be entitled to cast one vote per
directorship for each share held, and no more.
6
7
ARTICLE VIII
COMMENCEMENT OF BUSINESS
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, labor done, or property actually received.
ARTICLE IX
MANDATORY INDEMNIFICATION AND ADVANCEMENT OF EXPENSES
To the fullest extent permitted by Article 2.02-1 of the Texas Business
Corporation Act, as amended from time to time, the corporation shall indemnify
the directors and officers of the corporation.
ARTICLE X
REGISTERED OFFICE AND AGENT
The street address of the registered office of the corporation is c/o
The Prentice-Hall Corporation System, Inc., 400 North St. Paul, Dallas, Texas
75201 and the name of its registered agent at such address is The Prentice-Hall
Corporation System, Inc.
ARTICLE XI
DIRECTORS
Subject to changes authorized by the Bylaws of the corporation, the
number of directors constituting the board of directors is twelve (12), and the
names and addresses of the persons who are presently serving as directors until
their successors are elected and qualified are:
Edwin V. Bonneau 1601 Valleyview Lane
Farmers Branch, Texas 75234
Barbara Bonneau 1601 Valleyview Lane
Farmers Branch, Texas 75234
7
8
Steven P. Watten 633 Raven
Coppell, Texas 75019
A. Rene Watten 633 Raven
Coppell, Texas 75019
Shannon Bonneau 1601 Valleyview Lane
Farmers Branch, Texas 75234
Marsha Bonneau 1601 Valleyview Lane
Farmers Branch, Texas 75234
J. Dan Heard 1601 Valleyview Lane
Farmers Branch, Texas 75234
Kelly Heard 1601 Valleyview Lane
Farmers Branch, Texas 75234
Todd Bonneau 1601 Valleyview Lane
Farmers Branch, Texas 75234
Julia Bonneau 1601 Valleyview Lane
Farmers Branch, Texas 75234
ARTICLE XII
LIMITATION OF LIABILITY OF DIRECTORS
To the extent permitted by the Texas Miscellaneous Corporation Laws
Act, as amended from time to time, the directors of the corporation shall not be
liable to the corporation or its shareholders for monetary damages for an act or
omission in the director's capacity as a director.
THE BONNEAU COMPANY
By: /s/ Edwin B. Bonneau
-------------------------------------
Edwin V. Bonneau, President
8