Exhibit 3.57
CERTIFICATE OF INCORPORATION
OF
TXI STRUCTURAL PRODUCTS, INC.
1. The name of the corporation is
TXI STRUCTURAL PRODUCTS, INC.
2. The address of its registered office in the State of Delaware is
No. 100 West Tenth Street, in the City of Wilmington, County of New Castle. The
name of its registered agent at such address is THE CORPORATION TRUST COMPANY.
3. The nature of the business or purposes to be conducted or promoted
is:
To carry on, conduct and engage in any and every kind of
manufacturing, mining and construction business; to manufacture, mine, process,
fabricate, purchase or otherwise acquire, to design, invent or develop, to
import or export, to distribute, lease, sell, assign or otherwise dispose of and
generally to deal in and with aggregates and other minerals and raw materials,
products, goods, wares, merchandise and real and personal property of every kind
and character; to build, construct, pave, grade, repair or rebuild roads,
highways, bridges, drains, buildings and other structures and improvements of
all kinds and character, public or private; to contract for the performance of
any and all of the purposes set forth herein; and
To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.
4. The total number of shares of stock which the corporation shall
have authority to issue is one hundred thousand (100,000) shares of common stock
of the par value of Ten Dollars ($10.00) each, amounting to One Million Dollars
($1,000,000.00).
The designations and the powers, preferences and rights, and the
qualifications, limitations or restrictions thereof are as follows:
The holders of the common stock shall be entitled to dividends, when,
as and if declared by the Board of Directors of the corporation, payable at such
time or times as the Board of Directors may determine and any dividend declared
by the Board of Directors shall be declared and paid upon the outstanding shares
of common stock in equal amounts per share and without preference or priority of
one class of stock over the other.
In the event of any liquidation, dissolution or winding up of the
affairs of the corporation, whether voluntary or involuntary, all assets and
funds of the corporation available for distribution to its stockholders shall be
distributed and paid over to the holders of the common stock and in equal
amounts per share and without preference or priority of one class of stock over
the other.
The right to cumulative voting for the election of directors is
expressly denied.
5. The same and mailing address of each incorporator is as follows:
NAME MAILING ADDRESS.
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Robert C. Moore 8100 Carpenter Freeway
Dallas, Texas 75247
Jo Ann Rowe 8100 Carpenter Freeway
Dallas, Texas 75247
Dennis E. Beach 8100 Carpenter Freeway
Dallas, Texas 75247
6. The number of directors constituting the initial Board of Directors
is three (3), and the names and addresses of the persons who are to serve as
directors until the first annual meeting of stockholders or until their
successors are elected and qualified are:
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NAME MAILING ADDRESS
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Robert D. Rogers 8100 Carpenter Freeway
Dallas, Texas 75247
Fergus J. Walker, Jr. 8100 Carpenter Freeway
Dallas, Texas 75247
Ralph B. Rogers 8100 Carpenter Freeway
Dallas, Texas 75247
7. The corporation is to have perpetual existence.
8. In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized:
To make, alter or repeal the by-laws of the corporation.
To authorize and cause to be executed mortgages and liens upon the
real and personal property of the corporation.
To set apart out of any of the funds of the corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve in the manner in which it was created.
By a majority of the whole Board, to designate one or more committees,
each committee to consist of one or more of the directors of the corporation.
The Board may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. The by-laws may provide that in the absence or disqualification
of a member of a committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he or they constitute a quorum,
may unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the Board of Directors,
or in the by-laws of the corporation, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation to be
affixed to all papers which may require it; but no such committee shall have the
power or authority in reference to amending the certificate of incorporation,
adopting
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an agreement of merger or consolidation, recommending to the stockholders the
sale, lease or exchange of all or substantially all of the corporation's
property and assets, recommending to the stockholders a dissolution of the
corporation or a revocation of a dissolution, or amending the by-laws of the
corporation; and, unless the resolution or by-laws expressly so provide, no such
committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock.
When and as authorized by the stockholders in accordance with statute,
to sell, lease or exchange all or substantially all of the property and assets
of the corporation, including its good will and its corporate franchises, upon
such terms and conditions and for such consideration, which may consist in whole
or in part of money or property including shares of stock in, and/or other
securities of, any other corporation or corporations, as the Board of Directors
shall deem expedient and for the best interests of the corporation.
9. Meetings of stockholders may be held within or without the State
of Delaware, as the by-laws may provide. The books of the corporation may be
kept (subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the by-laws of the corporation. Election of directors
need not be by written ballot unless the by-laws of the corporation shall so
provide.
10. Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
stockholders or class of stockholders of this corporation, as the case may be,
to be summoned in such manner as the said court directs. If a majority in number
representing three-fourths in value of the creditors or class of creditors
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and/or of the stockholders or class of stockholders of this corporation, as the
case may be, agree to any compromise or arrangement and to any reorganization of
this corporation as consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all of the stockholders or class of
stockholders, of this corporation, as the case may be, and also on this
corporation.
11. 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 upon
stockholders herein are granted subject to this reservation.
WE THE UNDERSIGNED, being each 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 this certificate, hereby
declaring and ceryifying that this is our act and deed and the facts herein
stated are true, and accordingly have hereunto set our hands this 21st day of
December, 1973.
/s/ Robert C. Moore
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Robert C. Moore
/s/ Jo Ann Rowe
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Jo Ann Rowe
/s/ Dennis E. Beach
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Dennis E. Beach
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