Exhibit 3.19
ARTICLES OF INCORPORATION
OF
THREE D INVESTMENT, INC.
TO THE JUDGE OF LAUDERDALE COUNTY, ALABAMA;
The undersigned, R. G. Darby, 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:
Three D Investment, Inc.
ARTICLE II
PURPOSE
The nature of the business and the objects and purposes 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) Primarily, to purchase, own, and hold the stock of other
corporations, and to do every act and thing covered generally by the
denomination "holding corporation," and especially to direct the operations of
other corporations through the ownership of stock therein; to purchase,
subscribe for, acquire, own, hold, sell, exchange, assign, transfer, create
security interests in, pledge, or otherwise dispose of shares or voting trust
certificates for shares of the capital stock, or any bonds, notes, securities,
or evidences of indebtedness created by any other corporation or corporations
organized under the laws of this state or any other state or district or
country, nation, or government and also bonds or evidences of indebtedness of
the United States or of any state, district, territory, dependency or country or
subdivision or municipality thereof; to issue in exchange therefor shares of the
capital stock, bonds, notes, or other obligations of the Corporation and while
the owner thereof to exercise all the rights, powers, and privileges of
ownership including the right to vote on any shares of stock or voting trust
certificates so owned; to promote, lend money to, and guarantee the dividends,
stocks, bonds, notes, evidences of indebtedness, contracts, or other obligations
of, and otherwise aid in any manner which shall be lawful, any corporation or
association of which any bonds, stocks, voting trust certificates, or other
securities or evidences of indebtedness shall be held by or for this
Corporation, or in which, or in the welfare of which, this Corporation shall
have any interest, and to do any acts and things permitted by law and designed
to protect, preserve, improve, or enhance the value of any bonds, stocks, or
other securities or evidences of indebtedness or the property of this
Corporation.
(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 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 good will, 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 or non-negotiable,
transferable or non-transferable and to confer upon the holders of 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 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
2
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 any other person or corporation with
which it has business dealings, or whose stocks, bonds, or other obligations
are held or are in any manner guaranteed by the 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 foreign
government, 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 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 or non-negotiable,
transferable or non-transferable and to confer upon the holders of 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 extend credit, take notes, open accounts and
every kind and nature of evidence of indebtedness and collateral security in
connection therewith.
(9) To endorse, guarantee, and secure the payment and satisfaction
of bonds, coupons, mortgages, deeds of trust, debentures, securities,
obligations and
3
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 any other person or corporation with
which it has business dealings, or whose stocks, bonds, or other obligations
are held or are in any manner guaranteed by the 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.
(10) 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 share
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 corporation, 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 foreign
government, 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.
(11) 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 estate, lands,
options, concessions, grants, land patents, franchises, rights, privileges,
easements, tenements, estate, hereditaments, interest, and properties of every
kind, nature and description whatsoever.
(12) 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 respects 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
4
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 the same, to carry
on any business, whether manufacturing or otherwise, which the Corporation may
think calculated, directly or indirectly, to effectuate these objects.
(13) To purchase, hold, sell and reissue shares of its own capital
stock and other securities issued by it from 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 therefor.
(14) To enter into, make and perform contacts of every kind and
description with any person, firm, association or corporation, municipality,
body politic, country, territory, state, government or colony dependency
thereof.
(15) 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.
(16) To carry on any other business in connection with the
foregoing.
(17) 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 all 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, provided, however,
that the Corporation shall not engage in the business of insurance, banking or
that of a trust company.
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 be in nowise 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
5
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.
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 Dr., Florence, Alabama 35630. The registered agent at said
address shall be R. G. Darby.
ARTICLE V
CAPITAL
The total authorized capital stock of the Corporation is 1,000 shares
of common stock with a par value of $1.00 per share.
ARTICLE VI
INCORPORATOR
The name and address of the incorporator is as follows:
NAME ADDRESS
- ---- -------
R. G. Darby 3110 Kendall Drive
Florence, Alabama 35630
6
ARTICLE VII
DIRECTORS
The name and address of the first director of the Corporation is as
follows:
NAME ADDRESS
- ---- -------
R. G. Darby 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 fill any vacancy created by such removal.
In furtherance, not in limitation, of the powers conferred upon the
Board of Directors, said Board of Directors 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;
(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
7
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 of 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 of Directors 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 of proceedings of the Board or committee.
ARTICLE VIII
NON-LIABILITY OF SHAREHOLDERS FOR CORPORATE DEBT
The shareholders shall not be personally liable for the payment of the
Corporation's debts and obligations to any extent whatsoever.
ARTICLE IX
CONTRACTS
No contract or other transaction between the Corporation and any other
corporation, whether or not a majority of the shares of the capital stock of
such other corporation is owned by the Corporation, and no act of the
corporation shall in any way be affected of invalidated by the fact that any of
the directors, officers, or shareholders of the Corporation are pecuniarily or
otherwise interested in, or are directors or officers of, such other
corporation; and any director, individually, or any firm of which such director
may be a member, may be a party to, or may be pecuniarily or otherwise
interested in, any contract or transaction of the Corporation, and all officers,
directors and agents of the Corporation are relieved from any liability that
might arise by reason of contracting with
8
the Corporation for the benefit of themselves or any business entity in which
they are interested. Such interested officers, directors or shareholders
shall be counted in determining whether a quorum exists at any meeting, with
like force and effect as if they were not such officers or directors of such
other corporation, or not so interested.
ARTICLE X
INDEMNIFICATION
The Corporation shall reimburse and indemnify any and all of its
directors or officers or former officers or any person who may have served at
its request as a director or officer of another corporation in which it owns
shares of capital stock or of which it is a creditor against expenses, including
attorney's fees, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with any action, suit or proceeding 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.
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.
9
IN WITNESS WHEREOF, the undersigned incorporator hereunto subscribes
his signature to these Articles of Incorporation, effective this the 30th day of
December, 1985.
WITNESSES:
/s/ Conrad C. Pitts /s/ R.G. Darby
- ---------------------------- ---------------------------------
R.G. Darby
10
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
OF THREE D INVESTMENT, INC.
Pursuant to the provisions of Section 10-2A-113 of the Code of Alabama, the
undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
FIRST: The name of the corporation is Three D Investment, Inc.
SECOND: The following amendment of the Articles of Incorporation were adopted
by the shareholders of the corporation of January 2, 1991, in the manner
prescribed by the Alabama Business Corporation Act:
RESOLVED, that the corporation known as Three D Investment, Inc.
shall hereby amend its Articles of Incorporation and change its name
to R.G. Darby Company, Inc.; and
RESOLVED, FURTHER, that Article I of the articles of Incorporation
of Three Investment, Inc. shall be deleted in its entirety and the
following Articles shall be substituted in lieu thereof:
ARTICLE I
The name of the corporation is:
R.G. DARBY COMPANY, INC.
RESOLVED, FURTHER, that the Articles of Incorporation, as amended,
are hereby ratified and confirmed.
Dated: January 2, 1991.
THREE D INVESTMENT, INC.
By: /s/ R.G. Darby
-------------------------------
R.G. Darby, Its President
and /s/ R.G. Darby
-------------------------------
R.G. Darby, its Secretary
STATE OF ALABAMA )
)
LAUDERDALE COUNTY )
I, the undersigned authority, a Notary Public in and for said County and
State, hereby certify that R.G. Darby, whose name as President and Secretary of
three D Investment, Inc., a corporation, is signed to the foregoing instrument,
and who is known to me, acknowledged before me on this day that, being informed
of the contents of this instrument, he, as such officer, and with full
authority, executed the same voluntarily for and as the act of said corporation.
Given under my hand and official seal, this 2nd day of January, 1991.
/s/ Conrad C. Pitts
----------------------------------
Notary Public
My commission expires: 06/20/92
------------