Exhibit 3.23
ARTICLES OF INCORPORATION
OF
TOTAL TRIM, INC.
TO THE JUDGE OF LAUDERDALE COUNTY, ALABAMA:
The undersigned, Deborah A. Palmer, who is over the age of
twenty-one (21) years, desires to organize a body corporate under the laws of
the State of Alabama, and hereby signs and files these Articles of Incorporation
as follows:
ARTICLE I
NAME
The name of the Corporation is:
Total Trim, Inc.
ARTICLE II
PURPOSE
The nature of the business and the objects and purpose to
be transacted, promoted and carried on by the Corporation are to do any and
all things herein mentioned as fully and to the same extent as natural
persons might or could do, and in any part of the world, viz:
(1) To make estimates for itself and for others, and to bid
upon, enter into, and Carry out contracts for the installation of doors of
every kind and description. To manufacture or otherwise produce, buy, sell,
and deal in building materials, and all kinds of materials, supplies, and
equipment for carpenters, builders, electricians, engineers, and contractors.
To acquire, use, employ, sell, and deal in all suitable means, apparatus,
machinery, contrivances, equipment, and facilities for prosecuting its
business.
(2) To manufacture, purchase, lease, or otherwise acquire,
and to hold, own, mortgage, pledge, sell, transfer, or in any manner dispose
of, and to deal and trade in and with
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goods, wares, fixtures, merchandise and personal property and all articles of
commerce of every class and description, wherever situated.
(3) To purchase, acquire, hold, own, mortgage, sell,
convey, lease, or otherwise deal in real and personal property of every class
and description in any state, district, territory, colony, or foreign
country, subject to the laws of each state, district, territory, colony or
foreign country.
(4) To acquire the goodwill, rights and property, the whole
or any part of the assets, tangible or intangible, and to undertake or assume
the whole or any part of the liabilities of any person, firm, association or
corporation; to pay for the same in cash or the stock or other securities of
the Corporation, or by undertaking or assuming the obligations and
liabilities of the transferor, or otherwise; to hold, or in any manner
dispose of the whole or any part of the property so acquired, and to exercise
all the powers necessary in management of any such business.
(5) To borrow or raise money for any of the purposes of the
Corporation, without limit as to amount, and in connection therewith to grant
collateral or other security either alone, or jointly with any other person,
firm or corporation, by mortgage, pledge, deed of trust, or otherwise, and to
make, execute, draw, accept, endorse, discount, pledge, issue, sell or
otherwise dispose of warrants, promissory notes, drafts, bills of exchange,
bonds, debentures and other evidences of indebtedness, negotiable nor
non-negotiable, transferable or nontransferable and to confer upon the
holders or any of its obligations such powers, rights and privileges as from
time to time may be deemed advisable by the Board of Directors, to the extent
permitted under the general corporation law of the State of Alabama; to lend
and advance money, either with or without security, to lend and advance
money, either with or without security, to extend credit, take notes, open
accounts and every kind and nature of evidence of indebtedness and collateral
security in connection therewith.
(6) To endorse, guarantee, and secure the payment and
satisfaction of bonds, coupons, mortgages, deeds of trust, debentures,
securities, obligations and evidences of indebtedness, and also to guarantee
and secure the payment or satisfaction of interest on obligations and of
dividends on shares of the capital stock of other corporations also to assume
and guarantee the whole or any part of the liabilities, existing, or
prospective, of any other person, corporation, firm or association, including
without limitation any employee, officer, director or shareholder of the
Corporation, or any person who may have served at its request as a director
or officer of another corporation; and to aid in any manner guaranteed by the
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Corporation, and to do any other acts and things for the preservation,
protection, improvement or enhancement of the value of such stock, bonds, or
other obligations.
(7) To acquire by purchase, subscription or otherwise, and
to receive, hold, own, guarantee, sell, assign, exchange, transfer, mortgage,
pledge, hypothecate or otherwise dispose of or deal in and with any of the
shares of the capital stock, or any voting trust certificates in respect to
the shares of capital stock, script, warrants, rights, bonds, debentures,
notes, trust receipts, and other securities, obligations, mortgages, choses
in action and evidences of indebtedness issued or created by any
corporations, joint stock companies, syndicates, associations, firms, trusts
or persons, public or private, or by the government of the United States of
America, or by any state, territory, province, municipality or other
political subdivision or by any governmental agency, and covering any kind,
description or character of real or personal property, and as owner thereof
to possess and exercise all the rights, powers and privileges of ownership,
including the right to execute consents and vote thereon, and to do any and
all acts and things necessary or advisable for the preservation, protection,
improvement, and enhancement in value thereof.
(8) To acquire by lease, purchase, gift, devise, contract,
concession, or otherwise, and to hold, own, develop, explore, exploit,
improve, operate, lease, sublease, enjoy, control, manage or otherwise turn
to account, mortgage, grant, sell, exchange, convey or otherwise dispose of,
wherever situated within or without the State of Alabama, any and all real
estates, lands, options, concessions, grants, land patents, franchises,
rights, privileges, easements, tenements, estate, hereditaments, interests,
and properties of every kind, nature and description whatsoever.
(9) To adopt, apply for, obtain, register, produce, take,
purchase, exchange, lease, hire, acquire, secure, own, hold, use, operate,
contract or negotiate for, take licenses or other rights in respect of, sell,
assign, collect the royalties on, mortgage, pledge, create liens upon, or
otherwise dispose of, deal in and turn to account, letters patent, patents,
patent rights, patents applied for, or to be applied for, trademarks and
indications of origin or ownership, copyrights, syndicate rights, inventions,
discoveries, devices, machines, improvements, licenses, processes, date and
formulae of any and all kinds granted by or recognized under or pursuant to
the laws of the United States of America, or of any state thereof, or of any
other country or countries whatsoever, and with a view to the working and
development of same, to carry on any business, which the Corporation may
think calculated, directly or indirectly, to effectuate these objects.
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(10) To purchase, hold, sell and reissue shares of its own
capital stock and other securities issued by it front time to time; and in
that connection, to purchase shares of stock issued by it to the extent of
capital surplus or any other type of surplus available thereof.
(11) To enter into, make and perform contracts of every
kind and description with any person, firm, association or corporation,
municipality, body politic, country, territory, state, government or colony
dependency thereof.
(12) To have one or more offices to carry on all of its
operations and businesses without restriction or limit as to amount, both
within and without this state, other states, districts, territories,
possessions, or colonies of the United States, and in any and all foreign
countries, in any lawful manner.
(13) To carry on any other business in connection with the
foregoing.
(14) To organize, incorporate and reorganize subsidiary
corporations, joint stock companies, and associations for any purpose
permitted by law.
IN GENERAL, to do any and all things hereinbefore set forth
and such other things as are incidental or conducive to the attainment of the
objects and purposes of this Corporation as principal, factor, agent,
contractor, or otherwise, either alone or in conjunction with, as partner or
otherwise any person, firm, association, corporation, or any entity of
whatsoever kind, and to do such acts and things and to exercise any and such
powers to the full extent authorized or permitted to a corporation under any
laws that may be now or hereafter applicable or available to this Corporation.
It is the intention that each of the objects, purposes and
powers specified in each of the paragraphs of this Article II of these
Articles of Incorporation shall not be limited or restricted by reference to
or inference from the terms of any other paragraph or of any other Article in
these Articles and each of the Articles or paragraphs of these Articles shall
be regarded as independent objects, purposes and powers, and the enumeration
of specific purposes and powers shall not be construed to restrict in any
manner the general terms and laws of the State of Alabama, nor shall the
expression of one thing be deemed to exclude another, although it be of like
nature.
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ARTICLE III
PERIOD OF DURATION
The period of duration of the Corporation shall be perpetual.
ARTICLE IV
INITIAL REGISTERED OFFICE AND AGENT
The Corporation's initial registered office and mailing
address shall be 3110 Kendall Drive, Florence, Alabama 35630. The registered
agent at said address shall be Deborah A. Palmer.
ARTICLE V
CAPITAL
The total authorized capital stock of the Corporation is
1,000 shares of common stock with a par value of $ .01 per share.
ARTICLE VI
INCORPORATOR
The name and address of the incorporator is as follows:
NAME ADDRESS
---- -------
Deborah A. Palmer 3110 Kendall Drive
Florence, Alabama 35630
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ARTICLE VII
DIRECTORS
The number of directors constituting the initial Board of
Directors of the Corporation is one (1), and the name and address of the first
director of the Corporation who is to serve as director until the first annual
meeting of shareholders or until their successors are elected and shall qualify
is:
NAME ADDRESS
---- -------
Deborah A. Palmer 3110 Kendall Drive
Florence, Alabama 35630
The shareholders of the Corporation shall have the right,
at any regular or special meeting of the shareholders, to remove any or all
of the directors, with or without cause, and shall have the right at the same
meeting to rail any vacancy created by such removal.
In furtherance, not in limitation, of the powers conferred
upon the Board, said Board is expressly authorized, without any vote or other
action by shareholders other than such as at the time shall be expressly
required by statute applicable to such action or by these Articles of
Incorporation, to exercise all of the powers, rights, and privileges of the
Corporation and do all acts and things which may be done by the Corporation,
and particularly among other things:
(a) In the interval, between meetings of the shareholders,
to make, alter and repeal by-laws of the Corporation not inconsistent with
these Articles of Incorporation, subject to the power of the Shareholders to
alter and repeal by-laws made by the Board of Directors, which action by the
directors shall fully protect third parties in dealing with the Corporation
during any such interval;
(b) To determine whether any, and if any, what part of the
surplus of the Corporation available for distribution as dividends shall be
declared and paid in dividends to the shareholders, and whether or not in
cash or capital stock of the Corporation or in any other property, and
generally to determine and direct the use and disposition of any such
surplus; and to fix the times for the declaration and payment of dividends;
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(c) From time to time, to fix the amount to be reserved
over and above the stated capital of the Corporation and to determine and
direct how amounts so reserved shall be used;
(d) From time to time, and without limit as to amount, to
borrow or otherwise raise money for any of the purposes of the Corporation;
to authorize the issuance of bonds, debentures, notes or other obligations of
the Corporation, of any nature, or in any manner, and to authorize the
creation of mortgages upon, or the pledge or conveyance or assignment in
trust of, the whole or any part of the property of the Corporation, real or
personal, whether at the time owned or thereafter acquired, including
contract rights, to secure the payment of any such bonds, debentures, notes
or other obligations or the interest thereon; and to authorize the sale or
pledge or other disposition of such bonds, debentures, notes, or other
obligations of the Corporation for its corporate purposes;
(e) To provide, subject to the requirements of law, these
Articles of Incorporation and the by-laws of the Corporation, for the holding
of stockholders' and directors' meetings within or without the State of
Alabama at such place or places as may from time to time be designated by
resolution of the Board of Directors, and to provide for an office or offices
and for the keeping of the books of the Corporation (subject to the
provisions of any applicable statutes) within or without the State of Alabama;
(f) To take any action required or permitted to be taken at
any meeting of the Board or of any committee thereof without a meeting, if
prior to such action a written consent thereto is signed by all members of
the Board or of such committee, as the case may be, and if such written
consent is filed with the minutes or proceedings of the Board or committee.
ARTICLE VIII
NON-LIABILITY OF SHAREHOLDERS
FOR CORPORATE DEBT
Except as provided herein, the shareholders shall not be
personally liable for the payment of the Corporation's debts and obligations
to any extent whatsoever.
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ARTICLE IX
CONTRACTS
No contract or other transaction between the Corporation
any one or more of its directors or any other corporation, firm, association
or entity in which one or more of its directors are directors or officers or
are financially interested, shall be either void or voidable because of such
relationship or interest or because such director or directors are present at
the meeting of the board of directors or a committee thereof which
authorizes, approves or ratifies such contract or transaction, if the
contract or transaction is fair and reasonable to the corporation and if
either:
(a) A majority of the directors shall constitute a quorum
for the transaction of business, unless the bylaws shall provide that a
different number shall constitute a quorum. The act of a majority of the
directors present at a meeting at which a quorum is present shall be tile act
of the board of directors, unless the act of a greater number is required by
the bylaws.
(b) If a quorum is present when the meeting is convened,
the directors present may continue to do business, taking action by a vote of
a majority of a quorum as fixed above, until adjournment, notwithstanding the
withdrawal of enough directors to leave less than a quorum as fixed above, or
the refusal of any director present to vote.
ARTICLE X
INDEMNIFICATION
The Corporation shall have the power to reimburse and
indemnify any and all persons who may have served at its request as a
director, or officer, employee, or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, partner,
employee, or agent of another corporation to the extent permitted by Section
10-2A-21 of the Alabama Business Corporation Act, or as it may hereafter be
amended. Such indemnification shall not be deemed exclusive of any other
rights to which one so indemnified may be entitled under any applicable laws,
by-laws, agreements, vote of shareholders, or otherwise.
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ARTICLE XI
PREEMPTIVE RIGHTS
Shareholders shall have preemptive rights.
ARTICLE XII
MISCELLANEOUS
All heading and captions are for reference only and are not
to be construed as part of the Articles. Throughout these Articles the
masculine gender shall be deemed to include the feminine gender and the
singular shall be deemed to include the plural, and vice-versa, whenever the
context admits such construction.
IN WITNESS WHEREOF, the undersigned incorporator hereunto
subscribes his signature to the Articles of Incorporation, effective this 5th
day of November, 1992.
WITNESS: INCORPORATOR:
/s/ Marilyn Marks /s/ Deborah A. Palmer
- ------------------------------- -------------------------------
Deborah A. Palmer
This instrument prepared by:
Conrad C. Pitts, Esq.
KELLER & PITTS
P.O. Box 1436
Florence, AL 35630
(205) 764-5822