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Exhibit 3.17
220036
AZ. CORP COMMISSION FOR THE STATE
OF AZ. FILED
DEC 29 2:38 P.M. '89
APPR /s/ ILLEGIBLE
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DATE APPR 1/3/90 FILED__________
TERM_______________________________
DATE_____________ TIME___________
ARTICLES OF INCORPORATION
OF
R.D. ARIZONA LADDER CORP.
KNOW ALL MEN BY THESE PRESENTS:
That we, the undersigned, have this day associated ourselves together
for the purpose of forming a corporation under and pursuant to the laws of the
State of Arizona, and for that purpose hereby adopt the following Articles of
Incorporation:
ARTICLE I
The name of the Corporation is R.D. ARIZONA LADDER CORP.
ARTICLE II
The purpose for which this corporation is organized is the
transaction of any or all lawful business for which corporations may be
incorporated under the laws of the State of Arizona, as they may be amended from
time to time.
ARTICLE III
The corporation initially intends to conduct the business of manufacturing.
ARTICLE IV
The corporation shall have the authority to issue One Hundred Thousand
(100,000) shares of common stock at no par value.
The capital stock of this corporation shall be paid in at such time or
times, as the Board of Directors may designate, in cash, real or personal
property, services, leases, options to purchase, or any other valuable rights or
thing for the uses and purposes of this corporation and all shares of the
capital stock when issued in exchange therefor, shall thereupon and thereby
become fully paid, the same as though paid for in cash at par, and shall be
nonassessable forever. The judgement of the Directors honestly exercised as to
the value of any real or personal
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property, services, leases, options to purchase, or any other valuable thing or
right acquired in exchange for capital stock, shall be conclusive.
The shareholders of the corporation shall have pre-emptive rights as to
any new or existing classes of stock issued by the corporation.
No holder of shares of common stock of this corporation shall sell or
transfer any such shares, except for gifts or testamentary dispositions to a
spouse, children, grandchildren or parents, without first offering such shares
on identical terms and conditions to the other holders of issued and outstanding
common stock of the corporation. Each stockholder shall have sixty (60) days
after receiving notice of such offer within which to accept it. Each stockholder
shall have the right to purchase an amount of stock equal to the ratio of the
stock standing in his name as shown on the books of the corporation to the
aggregate amount of stock standing in the names of all the stockholders
exercising their right to purchase. The stockholders, as a group, may not accept
less than all of the stock offered. References shall be made to the foregoing
restrictions on the face of each and every stock certificate representing shares
of common stock of the corporation.
ARTICLE V
The initial Board of Directors shall consist of one (1) director but
the number of Directors shall, from time to time, be designated by the bylaws of
the corporation, and said officers and directors need not be stockholders. The
person who is to serve as director until the first annual meeting of
shareholders or until her successors are elected and qualify is:
Eric J. Werner
93 Werner road
Greenway,PA 16125
ARTICLE VI
The corporation shall indemnify any person who incurs expenses by
reason of the fact he or she is or was an officer, director, employee or agent
of the corporation. This indemnification shall be mandatory in all circumstances
in which indemnification is permitted by law.
ARTICLE VII
The private property of the incorporators, directors, officers and
stockholders of this corporation shall be exempt from liability for the
corporation debts and obligations.
ARTICLE VIII
The name and address of the statutory agent of the corporation is
Prentice Hall Corporation system, 7037 N. 11th Street, Phoenix, Arizona 85020.
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ARTICLE IX
The incorporators of this corporation are:
Catherine S. Wagner Diane P. Karch
7037 N. 11th Street 7037 N. 11th Street
Phoenix, AZ 85020 Phoenix, AZ 85020
The powers and duties of the incorporators cease upon the filing of
these Articles of Incorporation at the Arizona Corporation Commission.
IN WITNESS WHEREOF, we, the undersigned, have hereunto signed our names this
29th day of December, 1989.
/s/ Catherine S. Wagner
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Catherine S. Wagner
/s/ Diane P. Karch
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Diane P. Karch
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