Exhibit 3.1
ARTICLES OF INCORPORATION
OF
JTM INDUSTRIES, INC.
We, the undersigned natural persons of the age of eighteen years or more,
acting as incorporators of a corporation under the Texas Business Corporation
Act, do hereby adopt the following Articles of Incorporation for such
corporation:
ARTICLE ONE
The name of the corporation is JTM INDUSTRIES, INC.
ARTICLE TWO
The period of its duration is perpetual.
ARTICLE THREE
The purpose or purposes for which the corporation is organized are:
To own and hold stock and to own and manage real estate pursuant to the
provisions of Part Four, Texas Miscellaneous Corporation Laws Act and to engage
in the transaction of any or all lawful business for which corporations may be
incorporated under the Texas Business Corporation Act.
ARTICLE FOUR
1. The corporation shall be authorized to issue two (2) classes of stock:
class A voting common stock and class B nonvoting preferred stock.
2. The following terms shall have the following meanings:
A. "Class A Stock": Class A Voting Common Stock.
B. "Class B Stock": Class B Nonvoting Preferred Stock.
3. CLASS A VOTING COMMON STOCK
A. Number of Shares. The aggregate number of shares of Class A Stock
that the corporation shall have authority to issue shall be one thousand (1,000)
shares with a par value of One ($1.00) Dollar per share.
B. Voting Rights. The holders of Class A Stock shall be entitled to
notice of all meetings of stockholders. The holders of Class A Stock shall vote
with regard to all matters subject to stockholder vote or approval and shall be
entitled to one vote per share.
C. Dividend Rights. No dividends shall be paid to the holders of
Class A Stock with respect to any fiscal year of the Corporation unless the
dividend preference of Class B Stock has been paid in full. After such dividend
preference has been paid in full, any additional dividend paid with respect to
such fiscal year shall be distributed in an equal amount per share to the
holders of Class A Stock.
D. Liquidation Rights. The holders of Class A Stock shall not
receive any distributions in liquidation of the Corporation unless the
liquidation preference of Class B Stock has been paid in full. After such
liquidation preference has been paid in full, the residual value of the
Corporation shall be distributed to an equal amount per share to the holders of
Class A Stock.
4. CLASS B NONVOTING PREFERRED STOCK
A. Number of Shares. The aggregate number of shares of Class B Stock
that the Corporation shall have the authority to issue shall be five hundred
thousand (500,000) shares with a par value of One ($1.00) Dollar per share.
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B. Voting Rights. The holders of Class B Stock shall not be entitled
to any voting rights. The holders of Class B Stock shall not be entitled to
notice of any meeting of stockholders and shall not be entitled to vote on any
question whatsoever that may be presented to and decided upon by the
stockholders. The face of each certificate of Class B Stock shall be plainly
marked "NON-VOTING."
C. Dividend Rights. The holders of Class B Stock shall be entitled
to receive dividends equal to ten (10%) percent of the par value of each share
of Class B Stock ($0.10 per share) in a fiscal year before any dividends may be
paid to the holders of Class A Stock with respect to such fiscal year. The
dividends on the Class B Stock shall be cumulative, so that if the Corporation
fails in any fiscal year to pay the total amount of such dividends on the issued
and outstanding Class B Stock, such deficiency in the dividends shall be fully
paid, but without interest, before any dividends shall be paid on or set apart
for the Class A Stock. Except as provided in the preceding sentence, the holders
of the Class B Stock shall not be entitled to participate in dividends in excess
of their dividend preference with respect to any fiscal year of the Corporation.
D. Liquidation Rights. The holders of the Class B Stock shall be
entitled to receive a liquidation preference equal to the sum of (i) One ($1.00)
Dollar per share, plus (ii) the amount of all unpaid accrued dividends thereon,
without interest, before any liquidation distribution may be made to the holders
of Class A Stock.
5. BOTH CLASSES OF STOCK
The following shall apply to both classes of stock: For purposes of
determining the respective rights of the holders of any class of Common Stock or
Preferred Stock in the
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Corporation, dividends declared, regardless of when actually paid, within one
hundred twenty (120) days after the end of a fiscal year shall be deemed to have
been made with respect to that fiscal year.
The Board of Directors of the Corporation shall, in their sole and
absolute discretion, determine (i) whether or not dividends shall be paid with
respect to any fiscal year, and (ii) the amount of any such dividends. The
respective rights of the holders of the various classes of stock with respect to
any such dividends shall be determined in accordance with the specific
preferences, rights and limitations described above.
Notwithstanding anything to the contrary above, the holders of any class
of stock shall be entitled to vote in those circumstances in which voting rights
must be granted to such stockholders pursuant to the provisions of the Texas
Miscellaneous Corporation Laws Act.
ARTICLE FIVE
The corporation will not commence business until it has received for the
issuance of its shares consideration of the value of $1,000.00, consisting of
money, labor done or property actually received.
ARTICLE SIX
The street address of its initial registered office is Republic National
Bank Building, c/o C T Corporation System, Dallas, Texas 75201, and the name of
its initial registered agent at such address is C T Corporation System.
ARTICLE SEVEN
The number of directors of the corporation may be fixed by the by-laws.
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The number of directors constituting the initial board of directors is
three (3), and the name and address of each person who is to serve as director
until the first annual meeting of the shareholders or until a successor is
elected and qualified are:
Barton Thomas 6600 Powers Ferry Rd., N.W.
Suite 200
Atlanta, GA 30339
Dennis Jones 6600 Powers Ferry Rd., N.W.
Suite 200
Atlanta, GA 30339
Luciano A. Marcus 5119 Wightman Court
Houston, Texas
ARTICLE EIGHT
No shareholder shall be entitled as a matter of right to subscribe for or
receive additional shares of any class of stock of the corporation, whether now
or hereafter authorized, or any bonds, debentures or other securities
convertible into stock, but such additional shares of stock or other securities
convertible into stock may be issued or disposed of by the board of directors to
such persons and on such terms as in its discretion it shall deem advisable.
ARTICLE NINE
No shareholder shall have the right to cumulative voting at election of
directors.
ARTICLE TEN
The names and addresses of the incorporators are:
G. F. Robinson 1820 First National Bank Tower
Atlanta, GA 30383
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K. L. Slyman 1820 First National Bank Tower
Atlanta, GA 30383
L. A. Cancro 1820 First National Bank Tower
Atlanta, GA 30383
IN WITNESS WHEREOF, we have hereunto set our hands, this day
of 19 .
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G. F. Robinson
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K. L. Slayman
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L. A. Cancro
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State of Georgia )
) ss:
County of Fulton )
I, Charles A. Coyle, a notary public do hereby certify that on this 11th
day of February, 19 , personally appeared before me, C. F. Robinson, K. L.
Slayman and L. A. Cancro, who each being by me first duly sworn, severally
declared that they are the persons who signed the foregoing document as
incorporators, and that the statements therein contained are true.
------------------------------------
Notary Public
(Notarial Seal)
To the Secretary of State of the State of Texas:
C T Corporation System, as the registered agent for the domestic and
foreign corporations named on the attached list, submits the following statement
for the purpose of changing the registered office for such corporations, in the
State of Texas:
1. The name of the corporation is See attached list
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2. The post office address of its present registered office is
Republic National Bank Building, c/o C T Corporation System, Dallas, Texas
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75201
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3. The post office address to which its registered office is to be changed is
1601 Elm Street, c/o C T Corporation System, Dallas, Texas 75201
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4. The name of its present registered agent is C T CORPORATION SYSTEM
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5. The name of its successor registered agent is C T CORPORATION SYSTEM
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6. The post office address of its registered office and the post office
address of the business office of its registered agent, as changed, will
be identical.
7. Notice of this change of address has been given in writing to each
corporation named on the attached list 10 days prior to the date of filing
of this certificate.
Dated January 6 , 1985
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#07050
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
JTM INDUSTRIES, INC.
Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:
ARTICLE ONE. The name of the corporation is JTM Industries, Inc.
ARTICLE TWO. The following amendment to the Articles of
Incorporation was adopted by the shareholders of the corporation on April 17,
1986. The amendment alters or changes Article Four of the original Articles of
Incorporation and the Article is hereby amended to read as follows:
ARTICLE FOUR
1. The corporation shall be authorized to issue three (3)
classes of stock: class A voting common stock, class B nonvoting
preferred stock and class c nonvoting common stock.
2. The following terms shall have the following meanings:
A. "Class A Stock": Class A Voting Common Stock.
B. "Class B Stock": Class B Nonvoting Preferred Stock.
C. "Class C Stock": Class C Nonvoting Common Stock.
3. CLASS A VOTING COMMON STOCK
A. Number of Shares. The aggregate number of shares of
Class A Stock that the Corporation shall have authority to
issue shall be
two hundred thousand (200,000) shares with a par value of One
($.01) Cent per share.
B. Voting Rights. The holders of Class A Stock shall be
entitled to notice of all meetings of stockholders. The
holders of Class A Stock shall vote with regard to all matters
subject to stockholder vote or approval and shall be entitled
to one vote per share.
C. Dividend Rights. No dividends shall be paid to the
holders of Class A Stock with respect to any fiscal year of
the Corporation unless the dividend preference of Class B
Stock has been paid in full. After such dividend premium has
been paid in full, any additional dividend paid with respect
to such fiscal year shall be distributed in an equal amount
per share to the holders of Class A Stock and Class C Stock.
D. Liquidation Rights. The holders of Class A Stock
shall not receive any distributions in liquidation of the
Corporation unless the liquidation preference of Class B Stock
has been paid in full. After such liquidation preference has
been paid in full, the residual value of the Corporation shall
be distributed in an equal amount per share to the holders of
Class A Stock and Class C Stock.
4. CLASS B NONVOTING PREFERRED STOCK
A. Number of Shares. The aggregate number of shares of
Class B Stock that the Corporation shall have the authority to
issue shall be five hundred thousand (500,000) shares with a
par value of One ($1.00) Dollar per share.
B. No Voting Rights. The holders of Class B Stock shall
not be entitled to any voting rights. The holders of Class B
Stock shall be entitled to notice of any meeting of
stockholders and shall not be entitled to vote on any question
whatsoever that may be presented to and decided upon by the
stockholders. The face of each certificate of Class B Stock
shall be plainly marked "NON-VOTING."
C. Dividend Rights. The holders of Class B Stock shall
be entitled to receive dividends equal to ten (10%) percent of
the par value of each share of Class B Stock ($0.10 per share)
in a fiscal year before any dividends may be paid to the
holders of Class A Stock and Class C Stock with respect to
such fiscal year. The dividends on the Class B Stock shall be
cumulative, so that if the Corporation fails in any fiscal
year to pay the total amount of such dividends on the issued
and outstanding Class B
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Stock, such deficiency in the dividends shall be fully paid,
but without interest, before any dividends shall be paid on or
set apart for the Class A Stock and Class C Stock. Except as
provided in the preceding sentence, the holders of the Class B
Stock shall not be entitled to participate in dividends in
excess of their dividend preference with respect to any fiscal
year of the Corporation.
D. Liquidation Rights. The holders of the Class B Stock
shall be entitled to receive a liquidation preference equal to
the sum of (i) One ($1.00) Dollar per share, plus (ii) the
amount of all unpaid accrued dividends thereon, without
interest, before any liquidation distribution may be made to
the holders of Class A Stock and Class C Stock.
5. CLASS C NONVOTING COMMON STOCK
A. Number of Shares. The aggregate number of shares of
Class C Stock that the Corporation shall have the authority to
issue shall be two hundred thousand (200,000) shares with a
par value of One ($0.01) Cent per share.
B. No Voting Rights. The holders of Class C Stock shall
not be entitled to any voting rights. The holders of Class C
Stock shall not be entitled to notice of any meeting of
stockholders and shall not be entitled to vote on any question
whatsoever that may presented to and decided upon by the
stockholders. The face of each certificate of Class C Stock
shall be plainly marked "NON-VOTING."
C. Dividend Rights. No dividends shall be paid to the
holders of Class C Stock with respect to any fiscal year of
the Corporation unless the dividend preference of Class B
Stock has been paid in full. After such dividend preference
has been paid in full, any additional dividend paid with
respect to such fiscal year shall be distributed in an equal
amount per share to the holders of Class C Stock and Class A
Stock.
D. Liquidation Rights. The holders of Class C Stock
shall not receive any distributions in liquidation of the
Corporation unless the liquidation preference of Class B Stock
has been paid in full. After such liquidation preference has
been paid in full, the residual value of the Corporation shall
be distributed in an equal amount per share to the holders of
Class C Stock and Class A Stock.
6. ALL CLASSES OF STOCK
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The following shall apply to all classes of stock:
For purposes of determining the respective rights of the holders of
any class of common stock or preferred stock in the Corporation, dividends
declared, regardless of when actually paid, within one hundred twenty (120) days
after the end of a fiscal year shall be deemed to have been made with respect to
that fiscal year.
The Board of Directors of the Corporation shall, in its sole and
absolute discretion, determine (i) whether or not dividends shall be paid with
respect to any fiscal year, and (ii) the amount of any such dividends. The
respective rights of the holders of the various classes of stock with respect to
any such dividends shall be determined in accordance with the specific
preferences, rights and limitations described above.
Notwithstanding anything to the contrary above, the holders of any
class of stock shall be entitled to vote in those circumstances in which voting
rights must be granted to such stockholders pursuant to the provisions of the
Texas Miscellaneous Corporation Laws Act.
ARTICLE THREE. The number of shares of the Class A Stock of the
Corporation outstanding at the time of adoption of these Articles of Amendment
was one hundred seventeen (117) shares, and the number of such shares entitled
to vote thereon was one hundred seventeen (117) shares. The number of shares of
the Class B Stock of the Corporation outstanding at the time of such adoption
was two hundred sixty thousand (260,000), and the number of such shares entitled
to vote thereon was zero (0).
ARTICLE FOUR. The number of shares of Class A Stock voted for such
amendment was one hundred seventeen (117); and the number of such shares voted
against such amendment was zero (0).
ARTICLE FIVE. Pursuant to the above Articles, the presently issued and
outstanding Class A Stock shall be canceled and the issuance of new Class A
Stock shall be authorized. The exchange will be effected through a
recapitalization pursuant to Internal Revenue Code Section 368(a)(1)(E) in the
following manner:
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A. Barton Thomas will exchange his 59 shares of Class A
Stock for 59,000 shares of new Class A Stock to be issued by
the Corporation.
B. Luciano A. Marcuz will exchange his 29 shares of
Class A Stock for 29,000 shares of new Class A Stock to be
issued by the Corporation.
C. Dennis Jones will exchange his 29 shares of Class A
Stock for 29,000 shares of new Class A Stock to be issued by
the Corporation.
ARTICLE SIX. The recapitalization provided in this Amendment will
effect changes in the amount of the Corporation's stated capital. The
Corporation's stated capital prior to the recapitalization exchanges totaled
$260,117 (.17 shares of Class A Stock issued and outstanding at $1.00 par value
per share and 260,000 shares of Class B Stock issued and outstanding at $1.00
par value per share). The Corporation's stated capital immediately following the
recapitalization exchange will total $261,170, consisting of: (i) stated capital
for Class A Stock - $1,170 (117,000 shares issued at $0.01 par value per share);
and (ii) stated capital for Class B Stock - $260,000 (260,000 shares issued at
$1.00 par value per share).
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IN WITNESS WHEREOF, JTM Industries, Inc. has caused these Articles of
Amendment to the Articles of Incorporation to be executed and its corporate seal
to be affixed and has caused the foregoing to be attested, all by its duly
authorized officers on this the 17th day of April, 1986.
JTM INDUSTRIES, INC.
By:
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Barton A. Thomas, President
Attest:
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Marilyn Kinnear, Secretary
(CORPORATE SEAL)
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#06990
JOINT CORPORATE ACTION BY THE
STOCKHOLDERS AND BOARD OF DIRECTORS OF
JTM INDUSTRIES, INC.
The undersigned, being all the Stockholders and Directors of JTM
INDUSTRIES, INC., a Texas corporation (the "Corporation"), pursuant to Section
9.10A and 9.10B of the Texas Business Corporation Act and the By-laws of the
Corporation, do hereby waive any notice requirements and agree to, consent to,
adopt and order the following Joint Corporate Action without the necessity of
formal or informal meetings.
The following resolutions are hereby adopted:
RESOLVED, that all the Shareholders entitled to vote on the matter
contained herein and the Directors of the Corporation hereby
unanimously adopt the proposed Amendment to the Articles of
Incorporation of the Corporation, attached hereto as Exhibit "A" and
made a part hereof, which proposed amendment (i) increases the
number of shares of the Class A Voting Common Stock that the
Corporation will have the authority to issue to two hundred thousand
(200,000) shares with a par value of one ($.01) cent per share; (ii)
creates a third class of stock, designated as Class C Nonvoting
Common Stock, with a par value of one ($.01) cent per share and
gives the Corporation the authority to issue two hundred thousand
(200,000) shares of such stock; and (iii) provides for the exchange
by each shareholder of the Class A Voting Common Stock of the
Corporation of each share of such stock so held by such shareholder
for one thousand (1,000) shares of the Class A Voting Common Stock
of the Corporation; and it was
FURTHER RESOLVED, that the officers of the Corporation shall have
the authority to issue the share certificates necessary to reflect
the exchange of Class A Voting Common Stock referred to above; and
it was
FINALLY RESOLVED, that by this Joint Corporate Action the
Shareholders and Directors of the Corporation hereby authorize the
officers of the Corporation to execute the Amendment to the Articles
of Incorporation of the Corporation described hereinabove with such
changes as may be approved by the President of the Corporation.
The Secretary of the Corporation is hereby directed to file this Joint Corporate
Action in the Minute Book of the Corporation.
IN WITNESS WHEREOF, the undersigned Shareholders and Directors of
the Corporation do hereby execute the foregoing Joint Corporate Action this 17th
day of April, 1986, for the purpose of giving their consent hereto.
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BARTON A. THOMAS,
Shareholder and Director
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DENNIS A. JONES,
Shareholder and Director
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LUCIANO A. MARCUZ,
Shareholder and Director
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ROBERT B. GOLDBERG, Director
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