Exhibit 3.25
CERTIFICATE OF INCORPORATION
OF
TOTAL TRIM, INC. - SOUTH
ARTICLE ONE
The name of this Corporation (hereinafter called
the "Corporation") is Total Trim, Inc. - South.
ARTICLE TWO
The address, including street, number, city and county,
of the registered office of the Corporation in the State of Delaware is 1209
Orange Street, in the City of Wilmington, County of New Castle, 19801. The
name of the registered agent of the Corporation in the State of Delaware at
such address is The Corporation Trust Company.
ARTICLE THREE
The nature of the business and the purposes to be
conducted and promoted by the Corporation is to conduct any lawful business,
to promote any lawful purpose and to engage in any lawful act or activity for
which a corporation may be organized under the General Corporation Law of the
State of Delaware.
ARTICLE FOUR
The Corporation shall have authority, to be exercised
by its Board of Directors, to issue 1,000 shares of common stock of the par
value of $.01 per share.
ARTICLE FIVE
The number of directors which shall constitute the
whole Board of Directors of the Corporation shall be determined pursuant to
the By-Laws of the Corporation as provided therein. Elections of directors
need not be by written ballot.
ARTICLE SIX
In furtherance and not in limitation of the powers
conferred by statute and in accordance with any relevant provisions of the
By-Laws, the Board of Directors is expressly authorized to adopt, amend or
repeal the By-Laws of the Corporation.
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ARTICLE SEVEN
The Corporation reserves the right to amend, alter,
change or repeal any provision contained in this Certificate of
Incorporation, in the manner now or hereafter prescribed by statute, and all
rights conferred on stockholders herein are granted subject to this
reservation.
ARTICLE EIGHT
The Corporation shall indemnify all directors and
officers of the Corporation, to the full extent permitted by the General
Corporation Law of the State of Delaware and as provided in the By-Laws of
the Corporation, from and against any and all expenses, liabilities or other
matters. The Corporation may indemnify, to the full extent permitted by the
General Corporation Law of the State of Delaware and as provided in the
By-laws of the Corporation, any and all persons whom it shall have the power
to indemnify from and against any and all expenses, liabilities or other
matters.
ARTICLE NINE
No director of the Corporation shall be personally
liable to the Corporation or its stockholders for monetary damages for breach
of fiduciary duty by such director as a director; provided, however, that
this Article Nine shall not eliminate or limit the liability of a director
(i) for any breach of such director's duty of loyalty to the Corporation or
its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of Title 8 of the General Corporation Law of the State of
Delaware or (iv) for any transaction from which such director derived an
improper personal benefit. If the General Corporation Law of the State of
Delaware is amended to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability of a
director of the Corporation shall be eliminated or limited to the full extent
permitted by the General Corporation Law of the State of Delaware, as so
amended. No amendment to or repeal of this Article Nine shall apply to or
have any effect on the liability or alleged liability of any director of the
Corporation for or with respect to any acts or omissions of such director
occurring at the time of or prior to such amendment or repeal. Any repeal or
modification of this Article Nine shall not adversely affect any right or
protection of a director of the Corporation existing under this Certificate
of Incorporation.
ARTICLE TEN
Whenever a compromise or arrangement is proposed
between the Corporation and its creditors or any class of them and/or between
the Corporation and its stockholders or any class of them, any court of
equitable jurisdiction within the State of Delaware may, on the application
in a summary way of the Corporation or of any creditor or stockholder thereof
or on the application of any receiver or receivers appointed for the
Corporation under Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers
appointed for the Corporation under Section 279 of Title 8 of the Delaware
Code order a meeting of the creditors or class of creditors, and/or of the
stockholders
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or class of stockholders of the Corporation, as the case may be, to be
summoned in such manner as the said court directs. If a majority in number
representing three-fourths in value of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of the Corporation, as
the case may be, agree to any compromise or arrangement and to any
reorganization of the Corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been
made, be binding on all the creditors or class of creditors, and/or on all
the stockholders or class of stockholders, of the Corporation, as the case
may be, and also on the Corporation.
ARTICLE ELEVEN
The name and mailing address of the incorporator are
Eric M. Sherbet, c/o Paul, Hastings, Janofsky & Walker LLP, 399 Park Avenue,
New York, New York 10022.
I, THE UNDERSIGNED, being the sole incorporator
hereinbefore named, for the purpose of forming a corporation pursuant to the
General Corporation Law of the State of Delaware, do hereby make this
certificate, hereby declaring and certifying that this is my act and deed and
the facts herein stated are true and, accordingly, have hereunto set my hand
this 23rd day of March, 1999.
/s/ Eric M. Sherbet
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Eric M. Sherbet
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