Exhibit 3.28
CERTIFICATE OF INCORPORATION
OF
CREOLE CORPORATION
* * * * *
First. The name of this corporation is CREOLE CORPORATION.
Second. Its principal office in the State of Delaware is to be located at
100 West Tenth Street, in the City of Wilmington, County of New Castle, and its
resident agent is The Corporation Trust Company, 100 West Tenth Street
Wilmington, Delaware.
Third. The nature of the business of the corporation and the objects and
purposes to be transacted, promoted and carried on are as follows:
1. To transact any manufacturing or mining business and to purchase and
sell goods, wares and merchandise used for such business; to engage in the
business of producing, mining manufacturing, storing, transporting, buying and
selling of building materials of all kinds; including any and all raw materials
used in the production or manufacture thereof; to contract for the erection,
construction or repair of any building, structure or improvement, public or
private, and to erect, construct or repair same or any part thereof, and to
acquire, own, and prepare for use, any materials for such purposes.
2. To purchase or otherwise acquire and to hold, own, mortgage, or
otherwise, lien, pledge, lease, sell, assign, exchange, transfer or in any
manner dispose of, and to invest, deal and trade in and with goods, wares,
merchandise and personal property of any and every class and description within
or without the State of Delaware.
3. To purchase, take, own, hold, deal in, mortgage or otherwise lien, and
to lease, sell, exchange, convey, transfer, or in any manner whatever, dispose
of real property, with in or without the State of Delaware.
4. To acquire by purchase, subscription, or otherwise, and to own, hold for
investment, or otherwise, and to use, sell, assign, transfer, mortgage, pledge,
exchange, or otherwise dispose of stock, bonds, debentures, notes, scrip,
securities, evidences of indebtedness, contracts or obligations of any
corporations, associations or trust estates, domestic or foreign, or of any firm
or individual, or of the United States, or any state, territory, or dependency
of the United States, or any foreign country, or any municipality, or local
authority, within or without the United States, and also to issue in exchange
therefor, stocks, bonds or other securities or evidences of indebtedness of the
corporation, and while the owner or holder of any such property, to receive,
collect and dispose of the interest, dividends and income on or from such
property, and to possess and exercise in respect thereto, all of the rights,
powers and privileges of ownership, including all voting power thereon.
5. To aid in any manner, any corporation, association or trust estate,
domestic or foreign, or any firm or individual, any shares of stock in which, or
any bonds, debentures, notes, securities, evidences of indebtedness, contract or
obligations of which are held by or for it, directly or indirectly, or in which
or in the welfare of which it shall have any interest, and to do any acts
designed to protect, preserve, improve, or enhance the value of any property at
any time held or controlled by it, or in which it may be at any time interested,
directly or indirectly, or through other corporations, or otherwise; and to
organize or promote or facilitate the organization of subsidiary companies.
6. To acquire the good will, rights and property, and to undertake the
whole, or any part of the assets and liabilities of any firm, person,
association or corporation; to pay for the same in cash, the stock of this
company, bonds, or otherwise; to hold or in any manner to dispose of the whole
or any part of the property so purchased; to conduct in any lawful manner the
whole or any part of any business so acquired; and to exercise all the powers
necessary or convenient in and about the conduct and management of such
business.
7. To borrow money for any of the purposes of the corporation, and to draw,
make, accept, endorse, discount, execute, issue, sell, pledge, or otherwise
dispose of promissory notes, drafts, bills of exchange, warrants, bonds,
debentures and other negotiable or non-negotiable, transferable or
non-transferable instruments and evidences of indebtedness,
and to secure the payment thereof and the interest thereon by mortgage or
pledge, conveyance or assignment, in trust of the whole or any part of the
property of the corporation at the time owned, or thereafter acquired.
8. To guarantee the payment of dividends upon any capital stock, and to
endorse or otherwise guarantee the principal or interest or both of any bonds,
debentures, notes, scrip, or other obligations, or evidences of indebtedness, or
the performance of any contract or obligation of any other corporation, trust
estate or association, domestic or foreign, or of any firm or individual in
which it may have a lawful interest, and in so far and to the extent that such
guaranty may be permitted by law.
9. To own, purchase, lease, or otherwise acquire lands and/or sand, gravel,
clay, shale, stone, dirt, timber and other substances, mineral and timber
rights in land, and to produce therefrom coal, oil, gas, minerals and other
substances, to develop such lands or rights in lands by operating mines and
other facilities thereon, and to market and sell products therefrom.
10. To purchase or otherwise acquire, apply for, register, hold, use, sell,
or in any manner dispose of and to grant licenses or other rights in and in any
manner deal with patents, inventions, improvements, processes, formulas, trade
marks, trade names, rights and licenses secured under letters, patents,
copyrights, or otherwise.
11. To purchase or otherwise acquire shares of its own stock and options
to purchase shares of its own stock (so far as may be permitted by law), and its
bonds, deben-
tures, notes, scrip, or other securities, or evidences of indebtedness, and to
cancel or to hold, transfer, or reissue the same to such persons, firms,
corporations, or associations, and upon such terms and conditions as the Board
of Directors may, in its discretion, determine, without offering any thereof on
the same terms, or on any terms, to the stockholders then of record, or to any
class of stockholders.
12. To acquire, buy, hold, own, sell, lease, exchange, trade and otherwise
deal in any and all kinds of manufactured articles, raw materials, minerals,
oil, gases, liquids, animal and plant products, and any other goods, wares and
merchandise, articles, substances and things whatsoever, and generally to carry
on the business of storekeepers, merchants, factors, traders, importers and
exporters.
13. To manufacture, improve, repair, and work upon minerals, metals, wood,
chemicals, animal and plant products or any other substances, or any of the
products and by-products thereof, or any article or thing into the manufacture
of which any of the foregoing may enter.
14. To do any and all things necessary and proper for the accomplishment of
the objects herein enumerated or necessary or incidental to the protection and
benefit of the corporation, and in general to carry on any lawful business
necessary or incidental to the attainment of the purposes of the corporation,
whether or such business is similar in nature to the objects and powers
hereinabove set forth or otherwise.
15. To do any and all of the things herein set forth as principal, agent,
contractor, trustee, or otherwise, alone or in company with others.
5
16. To have one or more offices and to conduct any or all of its operations
and business and to promote its objects, within or without the State of
Delaware, without restriction as to place or amount.
The objects and purposes specified hereinabove shall be regarded as
independent objects and purposes, and except where otherwise expressed, shall be
in no way limited, nor restricted by reference to, or reference from the terms
of any other clause or paragraph of this Certificate of Incorporation.
The foregoing shall be construed both as objects and powers and the
enumeration thereof shall not be held to limit or restrict in any manner the
general powers conferred on this corporation by the laws of the State of
Delaware.
Fourth. The total number of shares of stock which this corporation is
authorized to issue is One Thousand (1,000) of the par value of One Dollar
($1.00) each, amounting to One Thousand Dollars ($1,000.00).
No holder of any stock of the corporation shall be entitled as of right to
purchase or subscribe for any part of any stock of the corporation, authorized
by this certificate, or of any additional stock of any class to be issued by
reason of any increase of the authorized stock of the corporation, or of any
bonds, certificates of indebtedness, debentures or other securities convertible
into stock of the cor-
poration, but any stock authorized by this certificate or any such additional
authorized issue of new stock or of securities convertible into stock may be
issued and disposed of by the Board of Directors to such persons, firms,
corporations or associations for such consideration and upon such terms and in
such manner as the Board of Directors may in their discretion determine without
offering any thereof on the same terms or on any terms to the stockholders then
of record or to any class of stockholders.
The corporation shall be entitled to treat the person in whose name any
share, right or option is registered as the owner thereof for all purposes and
shall not be bound to recognize any equitable or other claim to or interest in
such share, right or option on the part of any other person, whether or not the
corporation shall have notice thereof, save as may be expressly provided by the
laws of the State of Delaware.
A director shall be fully protected in relying in good faith upon the books
of account of the corporation or statements prepared by any of its officials as
to the value and amount of the assets, liabilities and/or net profits of the
corporation, or any other facts pertinent to the existence and amount of surplus
or other funds from which dividends might properly be declared and paid.
Without action by the stockholders, the shares of stock may be issued by
the corporation from time to time for such consideration as may be fixed from
time to time by the Board of Directors thereof, and any and all such shares so
issued, the full consideration for which has been paid or delivered, shall be
deemed fully paid stock and not liable to any further call or assessment
thereon, and the holder of such shares shall not be liable for any further call
or assessment thereon, or for any other payment thereon.
Fifth. The minimum amount of capital with which it will commence business
is One Thousand and No/l00 Dollars ($1,000.00).
Sixth. The name and place of residence of each of the incorporators are as
follows:
NAME RESIDENCE
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S. H. Livesay Wilmington, Delaware
F. J. Obara, Jr. Wilmington, Delaware
A. D. Grier Wilmington, Delaware
Seventh. This corporation is to have perpetual existence.
Eighth. The private property of the stockholders shall not be subject to
the payment of corporate debts to any extent whatever.
Ninth. All corporate powers shall be exercised by the Board of Directors,
except as otherwise provided by statute or by this Certificate of Incorporation.
The Directors of the corporation shall be elected by the stockholders of
the corporation at the time and in the manner specified in the By-Laws of the
corporation; such election of directors need not be by ballot.
Tenth. In furtherance and not in limitation of the powers conferred by the
laws of the State of Delaware, the Board of Directors is expressly authorized:
1. To fix, determine and vary from time to time the amount to be
maintained as surplus and the amount or amounts to be set apart as working
capital.
2. To set apart out of any of the funds of the corporation available for
dividends, a reserve or reserves for any proper purposes and/or to abolish any
such reserve in the manner in which it was created.
3. To make, amend, alter, change, add to, or repeal By-laws for the
corporation without any action on the part of the stockholders. The By-laws made
by the directors may be amended, altered, changed, added to or repealed by the
stockholders.
4. To authorize and cause to be executed mortgages and liens without limit
as to amount upon the real and personal property of the corporation, including
after-acquired property.
5. From time to time to determine whether and to what extent and at that
times and places and under what conditions and regulations the books and
accounts of this corporation or any of them other than the stock ledger, shall
be open to the inspection of the stockholders, and no stock holder shall have
any right to inspect any account or book or document of the corporation, except
as conferred by law or authorized by resolution of the directors or of the
stockholders.
6. To authorize the payment of compensation to the directors for services
to the corporation, including fees for attendance at meetings of the Board of
Directors, of the Executive Committee, and of other Committees, and to
determine the amount of such compensation and fees.
7. To sell, lease or exchange all of its property and assets, including its
good will and its corporate franchises upon such terms and conditions and for
such consideration which may be in whole or in part shares of stock in and/or
other securities of any other corporation or corporations when and as authorized
by the affirmative vote of the holders of a majority of the stock issued and
outstanding having voting power given at a stockholders' meeting duly called
for that purpose or when authorized by the written consent of the holders of a
majority of the voting stock issued and outstanding.
8. This corporation may in its By-laws confer powers additional to the
foregoing upon the directors, in addition to the powers and authorities
expressly conferred upon them by law.
Eleventh. A director of the corporation shall not be disqualified by his
office from dealing or contracting with the corporation, either as vendor,
purchaser or otherwise, nor shall any transaction or contract of the corporation
be void or voidable by reason of the fact that any director or any firm of which
any director is a member or any corporation of which any director is a share
holder, officer or director is in any way interested in such transaction
on contract, provided that such transaction or contract is or shall be
authorized, ratified or approved either (1) by a vote of a majority of a quorum
of the Board of Directors or of the Executive Committee without counting in such
majority or quorum any director so interested, or member of a firm so
interested, or a share holder, officer or director of a corporation so
interested, or (2) by the written consent or by the vote of any stockholders'
meeting of the holders of record of a majority of all the outstanding shares of
stock of the corporation entitled to vote, nor shall any director be liable to
account to the corporation for any profits realized by or from or through any
such transaction or contract of the corporation authorized ratified or approved
as aforesaid by reason of the fact that he or any firm of which he is a member,
or any corporation of which he is a shareholder, officer or director was
interested in such transaction or contract. Nothing herein contained shall
create liability in the events above described or prevent the authorization,
ratification or approval of such transactions or contracts in any other manner
permitted by law.
Any contract, transaction or act of the corporation or of the Board of
Directors which shall be ratified by a quorum of the stockholders entitled to
vote at any annual meeting or at any special meeting called for that purpose
shall be as valid and binding as though ratified by every stockholder of the
corporation; provided, however, that any failure of the stockholders to approve
or ratify
such contracts, transaction or act when and if submitted, shall not be deemed in
any way to invalidate the same or ________ deprive the corporation, its
directors or officers of their right to proceed with such contract, transaction
or action.
It is hereby expressly provided that the directors and officers and former
directors and officers of the corporation shall be fully protected and
indemnified against any personal liability to others that may arise by reason
________ any of their actions taken in good faith on behalf or for the benefit
of the corporation to the full extent permitted by the laws of the State of
Delaware.
Twelfth. Upon the written consent or vote of the holders of a majority in
aggregate number of the shares _______ stock of the corporation then outstanding
and entitled to vote, every statute of the State of Delaware (a) increasing,
diminishing or in any way affecting the rights, powers, or privileges of
stockholders of corporations organized under the general laws of said State, or
(b) giving effect to the action taken by any part, less than all, of the
stockholders of any such corporation, shall be binding upon the corporation and
every stockholder thereof to the same extent as if such statute had been in
force at the date of the making, filing and recording of this Certificate of
Incorporation of the corporation.
Thirteenth. If the By-laws so provide, the stockholders, and directors
shall have power to hold their meetings, to have an office or offices and to
keep the books of
this corporation (subject to the provisions of the statute), outside the State
of Delaware, at such places as may be from time to time designated by the
By-laws or by resolution of the directors.
Fourteenth. This 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 law, and all rights conferred officers,
directors and stockholders herein are granted subject to this reservation.
We, the undersigned, being all of the incorporators hereinbefore named, for
the purpose of forming a corporation (pursuant to the General Corporation Law of
the State of Delaware, do make and file this Certificate of Incorporation,
hereby declaring and certifying that the facts herein stated are true, and
accordingly hereunto have set our respective hands and seals this 10th day of
May, A. D. 1966.
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THE STATE OF DELAWARE )
) ss.
COUNTY OF NEW CASTLE )
BE IT REMEMBERED that on this 10th day of May, 1966, personally appeared
before me the subscriber, a Notary Public for the State and County aforesaid, S.
H. Livesay, F. J. Obara, Jr. and A. D. Grier, all the parties to the foregoing
Certificate of Incorporation, known to me personally to be such and severally
acknowledged the said Certificate to be their act and deed respectively, and
that the facts therein stated were truly set forth.
GIVEN UNDER MY HAND AND SEAL OF OFFICE the day and year aforesaid.
/s/ Illegible
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Notary Public
[SEAL]