Exhibit 3.17
CERTIFICATE OF INCORPORATION
OF
DOOR HOLDINGS, INC.
ARTICLE ONE
The name of this Corporation (hereinafter called the "Corporation") is
Door Holdings, Inc.
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 1000 shares of capital stock with a par value of $.01 per
share, all of which shall be of the same class and designated "Common Stock".
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.
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
The name and mailing address of the incorporator is Elizabeth H. Noe,
c/o Paul, Hastings, Janofsky & Walker LLP, 600 Peachtree Street, Suite 2400,
Atlanta, Georgia 30308.
IN WITNESS WHEREOF, the undersigned, being the sole incorporator, for
the purpose of forming a corporation pursuant to the General Corporation Law of
the State of Delaware, does hereby make this certificate declaring and
certifying that this is the act and deed of the undersigned and the facts herein
stated are true and, accordingly, has executed this certificate the 10th day of
December, 1997.
/s/ Elizabeth H. Noe
--------------------------------
Elizabeth H. Noe
Sole Incorporator
-2-
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
DOOR HOLDINGS, INC.
Door Holdings, Inc., a Delaware corporation, pursuant to Section 241
of the General Corporation Law of Delaware, certifies that:
FIRST: The corporation's Board of Directors have adopted the
following resolution amending the corporation's Certificate of Incorporation:
The Board of Directors resolves to increase the number of shares of
authorized capital stock of the Corporation from 1000 shares with a
par value of $.01 per share, as set forth in Article Four of the
Certificate of Incorporation, to 100,000 shares of capital stock with
a par value of $.01 per share, all of which shall be of the same class
and designated "Common Stock".
SECOND: The corporation was originally incorporated on December 10,
1997 and as of the date hereof has no stockholders.
THIRD: The foregoing amendment to the Certificate of Incorporation
has been duly adopted in accordance with the provisions of Section 241 of the
General Corporation Law of Delaware.
IN WITNESS WHEREOF, Door Holdings, Inc. has caused this Certificate to
be signed and attested by its duly authorized officers this 7th day of
January, 1998.
/s/ D. Morley
----------------------------------
By D. Morley
-------------------------------,
President
ATTEST:
/s/ James G. Turner
- ---------------------------,
Secretary
2
CERTIFICATE OF AMENDMENT NO. 2
TO
CERTIFICATE OF INCORPORATION
OF
DOOR HOLDINGS, INC.
Door Holdings, Inc., a Delaware corporation (the "Corporation"),
pursuant to Section 242 of the General Corporation Law of Delaware, certifies
that:
FIRST: The Corporation's Board of Directors have adopted the
following resolution amending the Corporation's Certificate of Incorporation:
RESOLVED, to increase the number of shares of authorized capital stock of
the Corporation from 100,000 shares with a par value of $.01 per share, as
set forth in Article Four of the Certificate of Incorporation of the
Corporation, as amended as of January 7, 1998, to 125,000 shares of capital
stock with a par value of $.01 per share, all of which shall be of the same
class and designated "Common Stock".
SECOND: The Corporation was originally incorporated on December 10,
1997. The Certificate of Amendment of Certificate of Incorporation of the
Corporation was filed with the Office of the Secretary of State of the State of
Delaware on January 7, 1998.
THIRD: The foregoing amendment to the Corporation's Certificate of
Incorporation has been duly adopted by the unanimous written consent of the
Board of Directors of the Corporation and by the unanimous written consent of
the holders of all of the outstanding stock of the Corporation entitled to vote,
in accordance with the provisions of Sections 141(f), 228 and 242 of the General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed and attested to by its duly authorized officers this 25th day of
September 1998.
/s/ Daniel T. Morley
-------------------------------------
Daniel T. Morley
President
ATTEST:
/s/ James G. Turner
- -------------------------------
James G. Turner
Secretary
CERTIFICATE OF CORRECTION TO BE FILED
TO CORRECT A CERTAIN ERROR IN THE CERTIFICATE OF AMENDMENT
NO. 2 TO CERTIFICATE OF INCORPORATION OF DOOR HOLDINGS, INC.
FILED IN THE OFFICE OF THE SECRETARY OF STATE OF DELAWARE
ON SEPTEMBER 25, 1998
Door Holdings, Inc., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
1. The name of the corporation is Door Holdings, Inc.
2. That a Certificate of Amendment No. 2 of Certificate of
Incorporation of Door Holdings, Inc. was filed by the Secretary of State of
Delaware on September 25, 1998 and that said Certificate requires correction as
permitted by Section 103 of the General Corporation Law of the State of
Delaware.
3. The inaccuracy or defect of said Certificate of to be corrected
is as follows:
the signatory of Door Holdings, Inc. as the President was
Daniel T. Morley.
4. The execution, sealing or acknowledgment of the Certificate is
corrected to read as follows:
By: /s/ Cliff Darby
-------------------
Name: Cliff Darby
Title: President
IN WITNESS WHEREOF, said Door Holdings, Inc. has caused this
Certificate to be signed by Cliff Darby, its President, this 30th day of
September, 1998.
By: /s/ Cliff Darby
---------------------
Name: Cliff Darby
Title: President