EXHIBIT 3.1GG
ARTICLES OF INCORPORATION
OF
CNK CORPORATION
I.
The name of the corporation is:
CNK CORPORATION
II.
The corporation shall have perpetual duration.
III.
The corporation is organized for the following purposes:
(a) To manufacture, make, sell, export, import and otherwise deal in
and carry on the business of manufacturing, making, selling, exporting,
importing and otherwise dealing in, either at wholesale or retail, both
chemicals and chemical products of every nature and description, including but
not limited to insecticides, sanitary supplies, janitor supplies, soap, wax,
cleaners, detergents, and all substances and products, kindred to or competitive
with any or all of the foregoing and all that may result from or be convenient
to the production, manufacture, sale and dealing in any or all of the foregoing
substances and products, and all substances, materials, and articles made from
or containing any or all of the foregoing products or entering into or
convenient to for the manufacture and sale of any or all of the foregoing
products, and to do all other things necessary or incident to any or all of the
foregoing purposes, including provisions for insurance, financial and other
services and of means for the development, promotion, advertising, marketing and
transportation of raw materials, intermediate or finished products in connection
therewith or in furtherance thereof, and to generally carry on, conduct,
promote, operate and undertake any business transaction or operations commonly
carried on, conducted, promoted, operated or undertaken by
companies engaged in the business of manufacturing and selling chemicals and
chemical products;
(b) To acquire, and pay for in cash, stock or bonds of this corporation
or otherwise, the good will, rights, assets and property, and to undertake or
assume the whole or any part of the obligations or liabilities of any person,
firm, association, or corporation;
(c) To acquire, hold, use, sell, assign, lease, grant licenses in
respect of, mortgage or otherwise dispose of letters patent of the United
States or any foreign country, patent rights, licenses and privileges,
inventions, improvements and processes, copyrights, trademarks and trade names,
relating to or useful in connection with any business of this corporation;
(d) To acquire by purchase, subscription or otherwise, and to receive,
hold, own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or
otherwise dispose of or deal in and with any of the shares of the capital
stock, or any voting trust certificates in respect of the shares of capital
stock, scrip, warrants, rights, bonds, debentures, notes, trust receipts, and
other securities, obligations, choses in action and evidences of indebtedness or
interest 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 governnent, or by
any state, territory, province, municipality or other political subdivision or
by any governmental agency, 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;
(e) To borrow or raise moneys for any of the purposes of the
corporation and, from time to time without limit as to amount, to draw, make,
accept, endorse, execute and issue promissory notes, drafts, bills of exchange,
warrants, bonds, debentures and other negotiable or non-negotiable instruments
and evidences of indebtedness, and to secure the payment of any thereof and of
the interest thereon by mortgage upon or pledge, conveyance or assignment in
trust of the whole or any part of the property of the corporation, whether at
the time owned or thereafter acquired, and to sell, pledge or otherwise
dispose of such bonds or other obligations of the corporation for its corporate
purposes;
(f) In general, to possess and exercise all the powers and privileges
granted by the Georgia Business Corporation Code or by any other law of Georgia
or by these Articles of Incorporation together with any powers incidental
thereto, so far as such powers and privileges are necessary or convenient to the
conduct, promotion or attainment of the business or purposes of the corporation.
(g) To do everything necessary, proper, advisable, or convenient for
the accomplishment of the foregoing purposes, and, to do all other things
incidental to them or connected with them that are not forbidden by the Georgia
Business Corporation Code, by other law, or by these Articles of Incorporation:
And for any other lawful purpose not specifically prohibited to
corporations under other laws of this State.
IV.
The corporation shall have authority to issue an aggregate of 3,000,000
shares of stock. Such shares shall consist of one class of common stock with a
par value of $.10 for each of such shares.
V.
No holder of stock of the corporation shall be entitled as a matter of
right, preemptive or otherwise, to subscribe for or purchase any part of any
stock now or hereafter authorized to be issued, or shares thereof held in the
treasury of the corporation or securities convertible into stock, whether issued
for cash or other consideration or by way of dividend or otherwise.
VI.
The corporation shall not commence business until it shall have
received not less than $500.00 in payment for the issuance of shares of its
stock.
VII.
The address of the initial registered office of the corporation shall
be 3300 First National Bank Tower, Atlanta, Georgia 30303. The initial
registered agent of the corporation at such address shall be David A. Trice.
VIII.
The initial Board of Directors of the corporation shall consist of one
(1) member, whose name and address are as follows:
Charles B. Helms
C/O Crompton & Knowles
345 Park Avenue
New York New York 10022
IX.
The name and address of the Incorporator are:
David A. Trice
3300 First National Bank Tower
Atlanta, Georgia 30303
IN WITNESS WHEREOF, the undersigned executes these Articles of
Incorporation.
/s/ David A. Trice
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David A. Trice, Incorporator