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Exhibit 3.29
ARTICLES OF INCORPORATION
OF
ALGOODS USA INC.
1. CORPORATE NAME. The Corporation's name shall be Algoods USA Inc.
2. AUTHORIZED SHARES. The Corporation shall have authority to issue 1000
shares.
3. REGISTERED OFFICE AND AGENT. The street address of the Corporation's
initial registered office shall be 3200 Providian Center, Louisville, Kentucky
40202-3363. The name of the Corporation's initial registered agent at that
office shall be BTH inc.
4. PRINCIPAL OFFICE. The mailing address of the Corporation's principal
office shall be 3200 Providian Center, Louisville, Kentucky 40202-3363.
5. INITIAL DIRECTOR. The name and mailing address of the individual who
will serve as the Corporation's initial director are:
Sharon Sallows
Royal Bank Plaza, North Tower
Suite 1525
Toronto, Ontario M5J 2J2
6. INDEMNIFICATION OF EXECUTIVE OFFICERS AND DIRECTORS. Each person who is
or becomes an executive officer or director of the Corporation shall be
indemnified and advanced expenses by the Corporation with respect to all
threatened, pending or completed actions, suits or proceedings in which that
person was, is, or is threatened to be made a named defendant or respondent
because he is or was a director or executive officer of the Corporation. This
Article obligates the Corporation to indemnify and advance expenses to its
executive officers or directors only in connection with proceedings arising
from that person's conduct in his official capacity with the Corporation to the
extent permitted by the Kentucky Business Corporation Act, as amended from time
to time. The indemnification and advancement of expenses provided by this
Article shall not be deemed exclusive of any other rights to which directors and
executive officers may be entitled under any agreement, vote of shareholders or
disinterested directors, or otherwise.
7. LIMITATION OF DIRECTOR LIABILITY.
(a) Except as otherwise provided by Article 7(b) below, no director of
the Corporation shall have any personal liability to the
Corporation or its shareholders for monetary damages for breach of
his duties as a director.
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(b) Nothing in Article 7(a) above shall be deemed or construed to
eliminate or limit the liability of a director for:
1. Any transaction in which the director's personal financial
interests conflict with the financial interests of the
Corporation or its shareholders;
2. Acts or omissions not in good faith or which involve
intentional misconduct or which are known to the director
to be a violation of law;
3. Any vote for or assent by the director to a distribution
to shareholders prohibited under KRS 271B.8-330 (or under
any corresponding provision of the Kentucky Business
Corporation Act, as amended from time to time); or
4. Any transaction from which the director derives an
improper personal benefit.
8. INCORPORATOR. The name and mailing address of the incorporator are:
Donna O'Bryan, 3200 Providian Center, Louisville, Kentucky 40202-3363.
/s/ Donna O'Bryan
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Donna O'Bryan
Date: April 12, 1996
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ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
ALGOODS USA INC.
1. The name of the corporation is Algoods USA Inc. (the "Corporation").
2. Article 5 (the "Amendment") of the Corporation's Articles of
Incorporation is amended so that as amended it shall read in its
entirety as follows:
5. Board of Directors. The Corporation shall not have a Board of
Directors. All corporate powers shall be exercised by or under
the authority of, and the business and affairs of the Corporation
managed under the direction of, its shareholders.
3. The Amendment does not provide for an exchange, reclassification or
cancellation of issued shares of the Corporation.
4. The Corporation has 100 shares issued, outstanding and entitled to
vote on the Amendment. The Corporation has no other authorized class
of stock. The Amendment set forth above was adopted by a written
consent executed by the sole shareholder of the Corporation and dated
June 25, 1997.
ALGOODS USA INC.
By S N Jallens
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Title: Chairman
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