EXHIBIT 3.1V
FILED
in the Office of the
Secretary of State of Texas
JUL 14 1989
Corporations Section
ARTICLES OF INCORPORATION
OF
GUSTAFSON INTERNATIONAL C0MPANY
I, the undersigned natural person of the age of eighteen (18) years or
more, acting as incorporator of a corporation under the Texas Business
Corporation Act, do hereby adopt the following Articles of Incorporation for
such Corporation:
ARTICLE I
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NAME
----
The name of the Corporation is Gustafson International Company.
ARTICLE II
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DURATION
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The period of duration of the Corporation is perpetual.
ARTICLE III
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PURPOSES
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The purpose for which the Corporation is organized is the transaction
of any or all lawful business for which
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corporations may be incorporated under the Texas Business Corporation Act.
The Corporation shall possess all powers necessary, proper and
appropriate to effect and achieve any or all of the purposes for which the
Corporation is organized.
The Corporation shall also possess the power to purchase or otherwise
acquire, hold, own, operate, develop, subdivide, lease, mortgage, sell, convey,
pledge, transfer or otherwise dispose of, and to invest, trade or deal in,
directly or indirectly, real and personal property of every class and
description in any of the states, districts, territories or colonies of the
United States, and in any district, territory, colony or country; provided,
however, that the Corporation shall not own or purchase property or transact
business which is prohibited by Article 2.1B of the Texas Business Corporation
Act.
ARTICLE IV
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ELECTION NOT TO BECOME A CLOSE CORPORATION
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The Corporation does not elect to become a close corporation under
provisions of the Texas Business Corporation Act specifically governing close
corporations.
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ARTICLE V
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CAPITAL STOCK
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A. The maximum number of shares of capital stock which the Corporation
is authorized to issue or to have outstanding at any time shall be 100 shares of
Common Stock of the par value of $.01 each.
B. No shareholder of the Corporation shall, by reason of his holding
shares of any class of the Corporation, have any preemptive or preferential
right to purchase or subscribe to any shares of any class of the Corporation now
or hereafter authorized.
C. No shareholder shall have the right to cumulate his votes at any
election for directors of the Corporation.
ARTICLE VI
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LIABILITY OF DIRECTORS
----------------------
Except as may be otherwise provided in Article 2.41 of the Texas
Business Corporation Act, and subject to Article 2.35-1 of the Texas Business
Corporation Act no contract, act or transaction of the Corporation with any
person or persons, firm, trust or association, or any other Corporation, shall
be affected or invalidated by the fact that any director,
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officer or shareholder of the Corporation is a party to or is interested in such
contract, act or transaction, or in any way connected with any such person or
persons, firm, trust or association, or is a director, officer or shareholder of
or otherwise interested in any such other Corporation, nor shall any duty to pay
damages on account to the Corporation be imposed upon such director, officer or
shareholder of the Corporation solely by reason of such fact, regardless of
whether the vote, action or presence of any such director, officer or
shareholder may be, or may have been, necessary to obligate the Corporation on
or in connection with such contract, act or transaction, provided that if such
vote, action or presence is, or shall have been, necessary, such interest or
connection (other than an interest as a non-controlling shareholder of any such
other Corporation) be known or disclosed to the Board of Directors of the
Corporation.
To the fullest extent permitted by the Texas Miscellaneous Corporation
Laws Act and/or the Texas Business Corporation Act, as such statutes now exist
or may hereafter be amended, a director of the Corporation shall not be liable
to the corporation or its shareholders for monetary damages for an act or
omission in the director's capacity as a director. Any repeal or modification of
this paragraph by the shareholders of
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the corporation shall be prospective only and shall not adversely affect any
limitation on the personal liability of a director of the corporation existing
at the time of such repeal or modification.
ARTICLE VII
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INDEMNIFICATION AND INSURANCE
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The Corporation shall indemnify and, upon approval by a majority of the
directors, shall insure each person who is or was a director, officer, employee,
or agent of the Corporation, and each nominee or designee not a director of the
Corporation who is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another foreign or domestic corporation, partnership,
joint venture, sole proprietorship, trust, employee benefit plan, or other
enterprise, for amounts incurred by such person in connection with an action,
suit, or proceeding to which such person may be a party by reason of such
person's position with the Corporation or service on behalf of the Corporation,
when and to the fullest extent permitted by the Texas Business Corporation Act
and any other applicable law.
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ARTICLE VIII
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MINIMUM CAPITAL
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The Corporation will not commence business until it has received for
the issuance of its shares consideration of the value of at least One Thousand
Dollars ($1,000.00), consisting of money, labor done, or property actually
received.
ARTICLE IX
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REGISTERED AGENT
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The address of its initial registered office is c/o Prentice-Hall
Corporation System, Inc., 807 Brazos, Austin,* Texas 78701, and the name of its
initial registered agent at such address is Prentiss Hall Corporate Services.
ARTICLE X
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INITIAL BOARD OF DIRECTORS
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The number of directors shall be fixed by the bylaws of the Corporation
and until changed in accordance with the manner prescribed by the bylaws shall
be five (5). The names and addresses of those who are to serve as directors
until the first annual meeting of shareholders, or until their successors be
elected and qualified, are as follows:
* Amended 10/12/89
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Name Address
---- -------
Ira J. Krakower, Esq. c/o Uniroyal Chemical
Company, Inc.
World Headquarters
Benson Road
Middlebury, Ct. 06749
Gerald H. Fickenscher c/o Uniroyal Chemical
Company, Inc.
World Headquarters
Benson Road
Middlebury, Ct. 06749
William J. Donwen c/o Gustafson, Inc.
1400 Preston Road
Suite 400
Plano, Texas 75102
Gene T. Billmyre c/o Gustafson, Inc.
1400 Preston Road
Suite 400
Plano, Texas 75102
Elmore L. Moore c/o Gustafson, Inc.
1400 Preston Road
Suite 400
Plano, Texas 75102
ARTICLE XI
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INCORPORATOR
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The name and address of the incorporator is as follows
Name Address
---- -------
Kenneth A. Johnson c/o Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
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IN WITNESS WHEREOF, I have hereunto set my hand this 13th day of July,
1989.
/s/ Kenneth A. Johnson
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Incorporator