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Exhibit 3.1.5
BCA-2.10 (Rev. Jul. 1984) File #
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Submit In Duplicate This Space for Use by
Payment must be made by JIM EDGAR Secretary of State
Certified Check, SECRETARY OF STATE
Cashier's Check, STATE OF ILLINOIS Date 2-18-88
Illinois Attorney's
Check, Illinois C.P.A.'s ARTICLES OF
Check of Money order INCORPORATION License Fee $ .50
payable to "Secretary or Franchise Tax $ 25.00
State" Filing Fee $ 75.00
DO NOT SEND CASH Clerk 100.50
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Pursuant to the provisions of "The Business Corporation Act of 1983" the
undersigned incorporator(s) hereby adopt the following Articles of
Incorporation.
ARTICLE ONE The name of the corporation is Selfix Shutters Inc.
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(Shall contain the word
"corporation" "company"
"incorporated"
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"limited" or an abbreviation thereof
ARTICLE TWO The name and address of the initial registered agent and its
registered office are:
Registered Agent
Jeffrey C. Rubenstein
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First Name Middle Name Last Name
Registered Office
30 South Wacker Drive Suite 2900
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Number Street Suite # (A.P.O. Box alone is not
acceptable)
Chicago, 60606-9611 Cook
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City Zip Code County
ARTICLE THREE The purpose or purposes for which the corporation is organized
are:
If not sufficient space to cover this point add one
or more sheets of this size.
To transact any or all lawful activities and businesses which
are authorized by the Illinois Business Corporation Act of 1983,
and to purchase or otherwise acquire, hold, use, own, mortgage,
sell, convey, lease or otherwise dispose of and deal in real and
personal property of every class and description or any interest
therein.
ARTICLE FOUR PARAGRAPH 1: THE AUTHORIZED SHARES SHALL BE:
CLASS PAR VALUE PER SHARE NUMBER OF SHARES AUTHORIZED
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Common $0.01 10,000
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PARAGRAPH 2: THE PREFERENCES, QUALIFICATIONS, LIMITATIONS,
RESTRICTIONS AND THE SPECIAL OR RELATIVE RIGHTS IN RESPECT OF
THE SHARES OF EACH CLASS ARE:
IF NOT SUFFICIENT SPACE TO COVER THIS POINT ADD
ONE OR MORE SHEETS OF THIS SIZE.
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ARTICLE FIVE The number of shares to be issued initially, and the
consideration to be received by the corporation therefor, are:
Par Value Number of shares Consideration to be
Class per share proposed to be issued received therefor
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Common $0.01 1,000 $ 1,000.00
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$
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$
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$
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TOTAL $ 1,000.00
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ARTICLE SIX OPTIONAL
THE NUMBER OF DIRECTORS CONSTITUTING THE INITIAL BOARD OF
DIRECTORS OF THE CORPORATION IS ______________, 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 BE ELECTED AND QUALIFY ARE:
Name Residential Address
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ARTICLE SEVEN OPTIONAL
(a) It is estimated that the value of all property
to be owned by the corporation for the following
year wherever located will be: $
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(b) It is estimated that the value of the property
to be located within the State of
Illinois during the following year will be: $
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(c) It is estimated that the gross amount of
business which will be transacted by
the corporation during the following
year will be: $
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(d) It is estimated that the gross amount of
business which will be transacted from
places of business in the State of Illinois
during the following year will be: $
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ARTICLE EIGHT OTHER PROVISIONS
Attach a separate sheet of this size for any other provision to
be included in the Articles of Incorporation. e.g., authorizing
pre-emptive rights; denying cumulative voting: regulating
internal affairs: voting majority requirements: fixing a
duration other than perpetual; etc.
NAMES & ADDRESSES OF INCORPORATORS
The undersigned incorporator(s) hereby declare(s), under penalties of
perjury, that the statements made in the foregoing Articles of Incorporation
are true.
Dated February 17, 1988
SIGNATURES AND NAMES POST OFFICE ADDRESS
1. 1. 30 South Wacker Drive - Suite 2900
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Signature Street
Karen Gilbert Chicago, Illinois 60606-9611
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Name (Please print) City/Town State Zip
2. 2.
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Signature Street
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Name (Please print) City/Town State Zip
3. 3.
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Signature Street
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Name (Please print) City/Town State Zip
(Signatures must be in ink on original document. Carbon copy xerox or rubber
stamp signatures may only be used on conformed copies.)
NOTE: If a corporation acts as incorporator, the name of the corporation and
the state of incorporation shall be shown and the execution shall be by its
President or Vice-President and verified by him, and attested by its Secretary
or an Assistant Secretary.
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ATTACHMENT
TO THE ARTICLES OF INCORPORATION
OF
SELFIX SHUTTERS, INC.
ARTICLE EIGHT
a) The affirmative vote of the holders of a majority of the
outstanding shares entitled to vote shall be required for the
adoption or authorization of 1) an amendment to the articles of
incorporation, 2) a plan of merger, consolidation or exchange,
3) the sale, lease, exchange or other disposition of all or
substantially all of the property and assets of the corporation
and 4) the voluntary dissolution of the corporation by vote of
shareholders in accordance with Section 12.15 of the Illinois
Business Corporation Act of 1983.
b) Cumulative voting rights shall be denied in all circumstances.
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File # 5497-126-5
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This Space for Use by
BCC-10.30 (Form Rev. Jan. 1986) Secretary of State
JIM EDGAR
Submit in Duplicate SECRETARY OF STATE Date
STATE OF ILLINOIS
Remit payment in Check or Money License Fee $
Order payable to "Secretary of Franchise Tax $
State". ARTICLES OF AMENDMENT Filing Fee $
DO NOT SENT CASH! Clerk
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Pursuant to the provisions of "The Business Corporation Act of 1983", the
undersigned corporation hereby adopts these Articles of Amendment to its
Articles of Incorporation.
ARTICLE ONE The name of the corporation is Selfix Shutters, Inc.
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ARTICLE TWO The following amendment of the Articles of Incorporation was
adopted on May 17, 1988 in the manner indicated below. ("X" one box
only.)
[ ] By a majority of the incorporators provided no directors were
named in the articles of incorporation and no directors have been
elected: or by a majority of the board of directors, in accordance
with Section 1010 the corporation having issued no shares as of the
time of adoption of this amendment;
(Note 2)
[ ] By a majority of the board of directors in accordance with Section
1015 shares having been issued but shareholder action not being
required to the adoption of the amendment;
(Note 3)
[ ] By shareholders in accordance with Section 10.20, a resolution of
the board of directors having been duly adopted and submitted to
the shareholders. At a meeting of shareholders, not less than the
minimum number of votes required by statute and by the articles of
incorporation were voted in favor of the amendment;
(Note 4)
[ ] By the shareholders, in accordance with Section 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and
submitted to the shareholders. A consent in writing has been
signed by shareholders having not less than the minimum number of
votes required by statute and by the articles of incorporation.
Shareholders who have not consented in writing have been given
notice in accordance with Section 7.10;
(Note 4)
[X] By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors have been duly adopted and
submitted to the shareholders. A consent in writing has been
signed by all the shareholders entitled to vote on this amendment.
(Note 4)
(INSERT AMENDMENT)
(Any article being amended is required to be set forth in its entirety.)
(Suggested language for an amendment to change the corporate name is RESOLVED
that the Articles of Incorporation be amended to read as follows:)
RESOLVED, that Article One of the Articles of Incorporation be amended to
read in its entirety as follows:
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(NEW NAME)
The name of the corporation is
Shutters, Inc.
All changes other than name, include on page 2
(over)
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Page 2
Resolution
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PAGE 3
ARTICLE THREE The manner in which any exchange, reclassification or
cancellation of issued shares or a reduction of the number of
authorized shares of any class below the number of issued
shares of that class, provided for or effected by this
amendment, is as follows: (If not applicable, insert "No
change")
No Change
ARTICLE FOUR (a) The manner in which said amendment effects a change in the
amount of paid-in capital (paid-in capital replaces the terms
Stated Capital and Paid in Surplus and is equal to the total
of these accounts) is as follows: (If not applicable insert "No
change")
No Change
(b) The amount of paid-in capital (Paid in Capital
replaces the terms Stated Capital and Paid in Surplus and is
equal to the total of these accounts) as changed by this
amendment is as follows: (In not applicable insert "No Chnage")
No Change
Before Amendment After Amendment
Paid-in Capital $ $
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(COMPLETE EITHER ITEM 1 OR 2 BELOW)
(1) The undersigned corporation has caused these articles to be signed by its
duly authorized officers, each of whom affirm, under penalties of perjury, that
the facts stated herein are true.
Date May 20, 1988 Selfix Shutters, Inc.
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(Exact Name of Corporation)
attested by by
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(Signature of Secretary or (Signature of President or
Assistant Secretary) Vice President)
Charles F. Veseltis, Secretary Robert K. Manani, President
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(Type or Print Name and Title) (Type or Print Name and Title)
(2) If amendment is authorized by the incorporators, the incorporators must
sign below:
OR
If amendment is authorized by the directors and there are no officers then a
majority of the directors of such directors as may be designated by the board,
must sign below.
The undersigned affirms, under penalties of perjury, that the facts stated
herein are true.
Dated , 19
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NOTE AND INSTRUCTIONS
NOTE 1: State the true exact corporate name as it appears on the records of
the office of the Secretary of State BEFORE any amendment herein
reported.
NOTE 2: Incorporators are permitted to adopt amendments ONLY before any
shares have been issued and before any directors have been named or
elected.
(Section 10.10)
NOTE 3: Directors may adopt amendments without shareholder approval in only
six instances as follows:
(a) to remove the names and addresses of directors named in the
articles of incorporation.
(b) to remove the name and address of the initial registered agent
and registered office provided a statement pursuant to
Section 5.10 is also filed;
(c) to split the issued whole shares and unissued authorized shares
by multiplying them by a whole number so long as no class or
series is adversely affected thereby;
(d) to change the corporate name by substituting the word
"corporation", "incorporated", "company", "limited", or the
abbreviation "Corp", "inc." "Co", or "ltd." for a similar word or
abbreviation in the name, or by adding a geographical attribution
to the name.
(e) to reduce the authorized shares of any class pursuant to a
cancellation statement filed in accordance with Section 9.05.
(f) to restate the articles of incorporation as currently amended.
(Section 10.15)
NOTE 4: All amendments not adopted under Section 10.10 or Section 10.15
require (1) that the board of directors adopt a resolution setting
forth the proposed amendment and (2) that the shareholders approve the
amendment.
Shareholder approval may be (1) by vote at a shareholders' meeting
(either annual or special) or (2) by consent, in writing, without a
meeting.
To be adopted, the amendment must receive the affirmative vote or
consent of the holders of at least 2/3 of the outstanding shares
entitled to vote on the amendment (but if class voting applies, then
also at least 2/3 vote within each class is required).
The articles of incorporation may supersede the 2/3 vote
requirement by specifying any smaller or larger voter requirement not
less than a majority of the outstanding shares entitled to vote and
not less than a majority within each class when class voting applies.
(Section 10.20)
NOTE 5: When shareholder approval is by written consent, all shareholders must
be given notice of the proposed amendment at least 5 days before the
consent is signed. If the amendment is adopted, shareholders who have
not signed the consent must be promptly notified of the passage of
the amendment (Sections 7.10 & 10.20).
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File # 5497-126-5
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Form BCA-5.10
NFP-105.10
(Rev. April 1995)
George H. Ryan
Secretary of State
Department of Business Services -------------------------
Springfield, IL 62755 SUBMIT IN DUPLICATE
Telephone (217) 782-3647
- -------------------------------- FILED -------------------------
This space for use by
June 21, 1996 Secretary of State
STATE OF
CHANGE GEORGE H. RYAN Date
OF REGISTERED AGENT SECRETARY OF STATE --------------------------
AND/OR REGISTERED Filing Fee $5
OFFICE PAID
JUL 08 1996 --------------------------
Approved:
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Remit payment in check
or money order payable to
"Secertary of State
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Type or print in black ink only
See reverse side fo signatures(s)
1. CORPORATE NAME: Shutters, Inc.
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2. STATE OR COUNTRY OF INCORPORATION: Illinois
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3. Name and address of the registered agent and registered office as they
appear on the records of the office of the Secretary of State (before
change):
Registered Agent Charles F. Vaselitis
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First Name Middle Name Last Name
Registered Office 4501 West 47th Street
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Number Street Suite No. (A.P.O. Box alone is not acceptable)
Chicago 60632 Cook
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City Zip Code County
4. Name and address of the registered agent and registered office shall be
(after all changes herein reported):
Registered Agent James E. Winslow
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First Name Middle Name Last Name
Registered Office 4501 West 47th Street
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Number Street Suite No.
(A.P.O. Box alone is not acceptable)
Chicago 60632 Cook
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City Zip Code County
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5. The address of the registered office and the address of the business
office of the registered agent, as changed, will be identical.
6. The above change was authorized by: ("X" one box only)
a. [X] By resolution duly adopted by the board of directors. (Note 5)
b. [ ] By action of the registered agent. (Note 6)
NOTE: When the registered agent changes, the signatures of both president
and secretary are required.
7. (If authorized by the board of directors, sign here. See Note 5)
The undersigned corporation has caused this statement to be signed by its
duly authorized officers, each of whom affirms, under penalties of perjury,
that the facts stated herein are true.
Date May 21 1996 Shutters, Inc.
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attested by By
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(Signature of Secretary or Assistant Secretary) (Signature of President or Vice President
James E. Winslow James R. Tennant, President
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(Type or Print Name and Title) (Type or Print Name and Title)
(If change of registered office by registered agent, sign here. See Note 6)
The undersigned, under penalties of perjury, affirms that the facts stated
herein are true.
Date June 6 19, 96
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(Signature of Registered Agent of Record)
NOTES
1. The registered office may, but need not be the same as the principal
office of the corporation. However, the registered office and the office
address of the registered agent must be the same.
2. The registered office must include a street or road address: a post
office box number alone is not acceptable.
3. A corporation cannot act as its own registered agent.
4. If the registered office is changed from one county to another, then the
corporation must file with the recorder of deeds of the new county a
certified copy of the articles of incorporation and a certified copy of
the statement of change of registered office. Such certified copies may
be obtained ONLY from the Secretary of State.
5. Any change of registered agent must be by resolution adopted by the board
of directors. This statement must then be signed by the president (or
vice-president) and by the secretary (or an assistant secretary).
6. The registered agent may report a change of the registered office of the
corporation for which he or she is registered agent. When the agent
reports such a change, this statement must be signed by the registered
agent.