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EXHIBIT 3.17
ARTICLES OF INCORPORATION
OF
WESTERN INSULATED GLASS, CO.
KNOW ALL MEN BY THESE PRESENTS:
ARTICLE I
Name
The name of this corporation shall be "Western Insulated Glass, Co."
ARTICLE II
Place of Business
The known place of business of the Corporation shall be 5621 South 25th
Street, Phoenix, Arizona 85040.
ARTICLE III
Purpose
The purpose for which this corporation is organized is the transaction
of any and 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, and
specifically, but not in limitation thereof, the purpose of manufacturing or
fabricating insulated or insulating products of all kinds, including but not
limited to glass, glass items and related materials.
ARTICLE IV
Initial Business
The corporation initially intends to conduct the business of
manufacturing or fabricating insulated or insulating products of all kinds,
including but not limited to glass, glass items and related materials.
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ARTICLE V
Authorized Capital
The authorized capital stock of the corporation shall consist of
1,000,000 shares of common stock without a par or stated value, and 2,000,000
shares of preferred stock without a par or stated value, but with a liquidation
preference of $1.00 per share and with a noncumulative dividend preference of
$.12 per share per annum. Any of said shares of stock shall be issued when
ordered by the Board of Directors for cash, for services or for real or personal
property, and any and all shares so issued, the full consideration for which as
fixed by the Board of Directors has been paid or delivered, shall be deemed
fully paid and nonassessable. Both the common shares and the preferred shares
shall have one vote per share on all corporate matters.
ARTICLE VI
Board of Directors
The initial Board of Directors shall consist of two (2) members. The
number of persons to serve thereafter on the Board of Directors shall be fixed
by the By-Laws. The names and addresses of the persons who are to serve as
directors until the first annual meeting of shareholders or until their
successors are elected and qualify are:
Benny J. Ellis
5621 South 25th Street
Phoenix, Arizona 85040
Linda M. Ellis
5621 South 25th Street
Phoenix, Arizona 85040
ARTICLE VII
Indemnification
Subject to the further provisions hereof, the corporation shall
indemnify any and all of its existing and former directors, officers, employees
and agents, and their personal representatives and heirs, against all expenses
incurred by them and each of them, including but not limited to legal fees,
judgments, penalties, and amounts paid in settlement or compromise, which may
arise or be incurred, rendered, or levied in any legal action brought or
threatened against any of them for or on account of any action or omission
alleged to have been committed while acting within the scope of service as a
director, officer, employee, or agent of the corporation, whether or not any
action is or has been filed against them and
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whether or not any settlement or compromise is approved by a court, and whether
or not the legal action brought or threatened is by or in the right of the
corporation or by any other person. Provided, however, that such indemnification
shall not be mandatory unless the Board of Directors determines that such person
did not act, fail to act, or refuse to act with gross negligence or with
fraudulent or criminal intent in regard to the matter involved in the action or
contemplated action; provided, further that the corporation shall have the right
to refuse indemnification in any instance in which the person to whom
indemnification would otherwise have been applicable shall have unreasonably
refused to permit the corporation, at its own expense and through counsel of its
own choosing, to defend him or her in the action. The right of indemnification
provided in these Articles shall not be exclusive of any other right which such
directors of officers of the corporation, and the other persons mentioned above,
may have or hereafter acquire. A member of any committee appointed by the Board
of Directors shall have the same right of indemnification as a director,
officer, employee, or agent, as specified herein, with respect to the alleged
acts or omissions by him as a member of such committee.
ARTICLE VIII
Statutory Agent
The name and address of the initial statutory agent of the corporate
are:
McCabe, Polese & Pietzsch, P.A.
300 East Osborn Road
Suite 2000
Phoenix, Arizona 85012
ARTICLE IX
The name and addresses of the incorporators of the corporation are:
Benny J. Ellis
5621 South 25th Street
Phoenix, Arizona 85040
Linda M. Ellis
5621 South 25th Street
Phoenix, Arizona 85040
All powers, duties,and responsibilities of the incorporators shall
cease at the time of acceptance of these Articles of Incorporation by the
Arizona Corporation Commission for filing.
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IN WITNESS WHEREOF, we, the undersigned, have hereunto signed our names
this 21st day of March, 1986.
/s/ Benny J. Ellis
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Benny J. Ellis
/s/ Linda Ellis
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Linda M. Ellis
"Incorporators"
McCabe, Polese & Pietzsch, A Professional Association, an Arizona
professional corporation, having been designated to act as Statutory Agent,
hereby consents to act in that capacity until removal or registration is
submitted in accordance with the Arizona Revised Statutes.
McCABE, POLESE & PIETZSCH, A
PROFESSIONAL ASSOCIATION, an Arizona
professional corporation
By/s/ P. Douglas Folk
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"Statutory Agent"
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