EXHIBIT 3.44
[Restated electronically for SEC filing purposes only]
RESTATED ARTICLES OF INCORPORATION
OF
BRINDLEY & BRINDLEY REALTY & DEVELOPMENT, INC.
I, the undersigned, a natural person of the age of eighteen (18) years
or more, do hereby make and acknowledge these Articles of Incorporation for the
purpose of forming a business corporation under and by virtue of the laws of the
State of North Carolina, as contained in Chapter 55 of the General Statutes of
North Carolina, entitled "Business Corporation Act", and the several amendments
thereto, and to that end to hereby set forth:
I
The name of the corporation is Brindley Realty & Development, Inc.
II
The period of the duration of the corporation shall be perpetual.
III
The purposes for which this corporation is organized are:
(1) To generally engage in a real estate business, to acquire by
purchase or otherwise any franchises for the exclusive sale of home products
including prefabricated houses; to acquire by purchase or otherwise own, hold,
sell, buy, convey, mortgage and encumber real estate and other property both
personal and mixed; to survey, subdivide, plat, improve, and develop lands and
areas and to build and pave streets, roads, and alleyways to and through the
same for the purpose of sale or otherwise; to lease, rent, and collect rents,
and act as agents for property owners and others engaged in a similar business;
to act as agent or attorney in fact for any person or corporation in buying,
selling and dealing in real property and any and every estate and interest
therein to make and obtain loans upon real property; improved and unimproved,
and to supervise, manage and protect such property and loans and all interests
and claims affecting the same; to own, operate and construct residential,
business and other projects independently or in cooperation with the Federal
Housing Administration or any other Federal or State or individual agency that
it may see fit to associate itself or cooperate with; to associate itself with
any prefabricated home wholesaler for the purpose of constructing such
prefabricated houses or other buildings or structures with any purchaser or
other individual, agency or corporation.
(2) To engage in and conduct a general contracting business; to
make, enter into, perform and carry out contracts for building, erecting,
improving, constructing, altering, repairing, decorating, finishing and
furnishing houses, buildings, warehouses, tenements and structures of every kind
and description; to carry on in all of its respective branches the business of
builders, contractors, decorators and such other trades and businesses as
pertain to or are connected with the general construction and contracting
business.
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(3) To purchase, hold, pledge, transfer, sell, subscribe for or
otherwise dispose of or deal in the shares of the capital stock, bonds,
debentures, notes or other securities or evidence of indebtedness of any
corporation of this State or any other State, and to receive, collect and
dispose of dividends, interest or any other income or any such securities held
by it, and to do any and all acts and things tending to increase the value of
said Corporation; to issue bonds and secure the same by pledge or deed of trust
on or upon any part or all of such securities or any property held or owned by
the corporation, and to sell or pledge such bonds or notes or evidences of
indebtedness for proper corporate purposes and in the promotion of its corporate
business; to purchase, receive, hold, and dispose of any securities of any
person or corporation, whether such securities shall be bonds, mortgages,
debentures, notes, shares of capital stock or otherwise, and in respect to any
such securities to exercise any and all rights and privileges of ownership
thereof, and generally to act as investment brokers, agents, or principals; to
borrow and lend money and negotiate loans, to draw, accept, endorse, buy and
sell promissory notes, bonds, stocks, debentures, coupons and other securities;
to issue on commission, subscribe for, take, acquire, hold, sell, exchange and
deal in shares, stocks, bonds, obligations, and securities of any government,
authority or company; to form, promote, subsidize and assist companies,
syndicates or partnerships of any kinds, and to finance and refinance the same,
to guarantee, purchase, hold, sell, assign, mortgage, transfer, pledge, or
otherwise dispose of the shares of the capital stock, or any bond, securities or
evidences of indebtedness created by any of the corporation or corporations in
this State or any other state, country, nation, government, and while owners of
said stock may exercise all the rights, powers and privileges of ownership,
including the right to vote thereon to the same extent as a natural person might
or could do; to acquire the goodwill, rights, and property, and undertake the
whole or any part of the assets or liabilities of any person, firm or
corporation engaged in any business authorized by this corporation, to pay for
the same in cash, the stock of any company, bonds or otherwise; to hold or in
any manner dispose of the whole or any part of the property so purchased; to
conduct in any lawful manner the whole or any part of any business so acquired
and to exercise all the powers necessary or convenient in and about the conduct
and management of such business. In carrying out these purposes to enter into,
make and perform contracts of any kind with any person, firm, association or
corporation, municipality, body politic, country, territory, state, government
or colony or dependency thereof, and without limit as to the amount to draw,
make, accept, endorse, discount, execute and issue promissory notes, drafts,
bills of exchange, warrants, debentures and other negotiable or transferable
instruments or evidences of indebtedness whether secured by mortgage or
otherwise, as well as to secure the same by mortgage or otherwise; to purchase,
hold and reissue any of the shares of the capital stock thereof.
(4) To do all and everything necessary, suitable or proper for the
accomplishment of any of the purposes or attainment of any of the objectives
herein set forth, and to do every other act or acts, thing or things incidental
or pertinent to or growing out of or connected with the aforesaid purposes.
(5) And in order to properly prosecute the object and purposes
above set forth, the corporation shall have full power and authority to
purchase, lease or otherwise acquire, hold, mortgage, convey and otherwise
dispose of all kinds of property, both real, and personal, both in this State
and in all other states, territories and dependents of the United States; to
purchase the business, goodwill and all other property of any individual, firm
or corporation, as a going concern and to assume all its debts, contracts, and
obligations, provided said business is
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authorized by the powers contained herein; to construct, equip, and maintain
buildings, works, factories and plants; to install, maintain and operate all
kinds of machinery and appliances; to operate the same by hand, steam, water,
electricity or other motive power and generally to perform all acts and things
which may be deemed necessary or expedient for the proper and successful
prosecution of the business for which the corporation is created.
IV
The aggregate number of shares which the corporation shall have
authority to issue is 100,000 of $1.00 par value.
V
The minimum amount of consideration for those shares to be received by
the corporation before it shall commence business is $500.00.
VI
This corporation may by appropriate resolution of its officers and
directors declare itself to be a small business stock corporation within the
meaning of Section 1244 of the Internal Revenue Code and this corporation may by
appropriate action of its officers and directors elect to be taxed as a small
business corporation and as a partnership under the provisions of Section 1371
of Sub-Chapter S, of the Internal Revenue Code, of the United States of America.
VII
The address of the registered office of the corporation is S.R. Box
333, Duck, Dare County, North Carolina 27949, and the same of the initial
registered agent at such address is Douglas Richard Brindley.
VIII
The number of directors of the corporation may be fixed by the By-Laws,
but it shall not be less than the number required by law.
IX
The number of directors constituting the initial Board of Directors
shall be two and the names and addresses of the persons who are to serve as
directors until the first meeting of the shareholders or until their successors
are elected and qualified are:
NAME: ADDRESS:
---- -------
Douglas Richard Brindley 36 Christopher Drive, Duck
Kitty Hawk, N.C. 27949
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Betty S. Brindley 36 Christopher Drive, Duck
Kitty Hawk, N.C. 27949
XI
No contract or other transaction between this corporation and any other
corporation and no act of this corporation shall in any way be affected or
invalidated by the fact that any of the directors of this corporation are
pecuniarily or otherwise interested in, or are directors or officers of, such
other corporation; any directors individually, or any firm of which any director
may be a member, may be a party to, or may be pecuniarily or otherwise
interested in any contract or transaction of this corporation, provided that the
fact that he or such firm so interested shall be disclosed or shall have been
known to the Board of Directors or a majority thereof; and any director of this
corporation who is also a director or officer of such other corporation or who
is so interested may be counted in determining the existence of a quorum at any
meeting of the Board of Directors of this corporation, which shall authorize any
such contract or transaction, with like force and effect as if he were not such
director or officer of such other corporation or not so interested.
IN TESTIMONY WHEREOF, I have hereunto set my hand and seal, this the
15th day of October, 1985.
/s/ Thomas L. White, Jr. (SEAL)
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Thomas L. White, Jr.
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