EX-3.23 26 y99327exv3w23.txt CHARTER OF MAAX MIDWEST, INC. EXHIBIT 3.23 NOTE: This form may now also be used Corporate Form No. 101 (Jan. 1977)-- for incorporating pursuant to the Page One Medical Professional Corporation Act, the Dental Professional Corporation ARTICLES OF INCORPORATION Act, and the Professional Corporation Act of 1965, as well as the General Larry A. Conrad, Secretary of State of Corporation Act. If the corporation is Indiana to be formed pursuant to the authority of one of these statutes other than Use White Paper--Size 8 1/2 x 11--For the General Corporation Act, so Inserts indicate in the preamble below by striking the references to the three Filing Requirements--Present 2 inappropriate statutes. Professional originally signed and fully executed Accounting Corporations are considered copies to Secretary of State, Room 155, to be formed pursuant to the authority State House, Indianapolis 46204 of the Indiana General Corporation Act, but subject to the provisions of Recording Requirements--Recording of IC 23-1-13.5, and appropriate Articles of Incorporation in the Office statutory reference should be made in of the County Recorder is no longer the preamble or Article II below. required by the Indiana General Corporation Act. ARTICLES OF INCORPORATION OF BREMEN GLAS, INC. The undersigned incorporator or incorporators, desiring to form a corporation (hereinafter referred to as the "Corporation") pursuant to the provisions of the Indiana General Corporation Act (Medical Professional Corporation Act/ Dental Professional Corporation Act/Professional Corporation Act of 1965), as amended (hereinafter referred to as the "Act"), execute the following Articles of Incorporation. ARTICLE I NAME The name of the Corporation is Bremen Glas, Inc. ARTICLE II PURPOSES The purposes for which the Corporation is formed are: See attached Exhibit A. Prescribed by Larry A. Conrad, Secretary of State (Jan. 1977) ARTICLE III PERIOD OF EXISTENCE The period during which the Corporation shall continue is Perpetual ARTICLE IV RESIDENT AGENT AND PRINCIPAL OFFICE Section 1. Resident Agent. The name and address of the Corporation's Resident Agent for service of process is Landa E. Stone, [address] ---------------------------------------------------------- (Name) (Number and Street or Building) Bremen, Indiana 46506 -------------------------------------------------------------------------------- (City) (State) (Zip Code) Section 2. Principal Office. The post office address of the principal office of the Corporation is 1010 West Dewey Street, Bremen Indiana 46506 -------------------------------------------------------------------------------- (Number and Street or Building) (City) (State) (Zip Code) ARTICLE V AUTHORIZED SHARES Section 1. Number of Shares: The total number of shares which the Corporation is to have authority to issue is 5,000. ----- A. The number of authorized shares which the corporation designates as having par value is none with a par value of $_______. B. The number of authorized shares which the corporation designates as without par value is 5,000. ----- Section 2. Terms of Shares (if any): One class of voting common stock of no par value, one vote for each share. 2 ARTICLE VI REQUIREMENTS PRIOR TO DOING BUSINESS The Corporation will not commence business until consideration of the value of at least $1,000 (one thousand dollars) has been received for the issuance of shares. ARTICLE VII DIRECTOR(S) Section 1. Number of Directors: The initial Board of Directors is composed of three (3) member(s). The number of directors may be from time to time fixed by the By-Laws of the Corporation at any number. In the absence of a By-Law fixing the number of directors, the number shall be three (3). Section 2. Names and Post Office Addresses of the Director(s): The name(s) and post office address(es) of the initial Board of Director(s) of the Corporation is (are) :
Name Number and Street or Building City State Zip Code ---- ----------------------------- ---- ----- -------- Landa E. Stone [address] Bremen, Indiana 46506 Allen Hand [address] Nappanee, Indiana 46550 David R. Holmes [address] Bremen, Indiana 46506
Section 3. Qualifications of Directors (if any): None. Directors need not be Shareholders. 3 ARTICLE VIII INCORPORATOR (S) The name(s) and post office address(es) of the incorporator(s) of the Corporation is (are):
Name Number and Street or Building City State Zip Code ---- ----------------------------- ---- ----- -------- Landa E. Stone [address] Bremen, Indiana 46506 Allen Hand [address] Nappanee, Indiana 46550 David R. Holmes [address] Bremen, Indiana 46506
ARTICLE IX PROVISIONS FOR REGULATION OF BUSINESS AND CONDUCT OF AFFAIRS OF CORPORATION ("Powers" of the Corporation, its directors or shareholders) To be established by the Corporation By-Laws. 4 IN WITNESS WHEREOF, the undersigned, being all of the incorporator(s) designated in Article VIII, execute(s) these Articles of Incorporation and certify to the truth of the facts herein stated, this 5th day of April, 1980. /s/ Landa E. Stone /s/ Allen Hand -------------------------------------- ---------------------------------------- (Written Signature) (Written Signature) /s/ Landa E. Stone /s/ Allen Hand -------------------------------------- ---------------------------------------- (Printed Signature) (Printed Signature) /s/ David R. Holmes ---------------------------------------- (Written Signature) /s/ David R. Holmes ---------------------------------------- (Printed Signature) STATE OF INDIANA COUNTY OF ) ) ss: COUNTY OF MARSHALL ) I, the undersigned, a Notary Public duly commissioned to take acknowledgements and administer oaths in the State of Indiana, certify that Landa E. Stone, Allen Hand and David R. Holmes, being all of the incorporator(s) referred to in Article VIII of the foregoing Articles of Incorporation, personally appeared before me; acknowledged the execution thereof; and swore to the truth of the facts therein stated. Witness my hand and Notarial Seal this 5th day of April, 1980 /s/ Dean A. Coalvin ---------------------------------------- (Written Signature) /s/ Dean A. Coalvin ---------------------------------------- (Printed Signature) My Commission Expires: Notary Public 4-12-80 A RESIDENT OF MARSHALL CO. 5 EXHIBIT A 1) To manufacture, sell at wholesale or retail, distribute, and transport fiberglass products and to generally deal with fiberglass products of all types and all other matters incident thereto. 2) To construct, own, buy, sell, lease, equip, manage, operate, supervise, and deal in real estate and equipment necessary to manufacturing, selling, and distribution of fiberglass products or similar enterprises. 3) To apply for, obtain, and use all necessary permits, applications or licenses in connection with the purposes herein set forth. 4) To transact any and all lawful business for which corporations may be incorporated under the Indiana General Corporation Act, as amended, and to have and to exercise all powers conferred by the laws of the State of Indiana under said Act. 6 ARTICLES OF AMENDMENT OF THE SUE ANNE GILROY [SEAL] ARTICLES OF INCORPORATION SECRETARY OF STATE State Form 38333 (R8 / 12-96) CORPORATIONS DIVISION Approved by State Board of Accounts 1995 302 W. WASHINGTON ST, RM. E018 INDIANAPOLIS, IN 46204 TELEPHONE: (317) 232-6576
INSTRUCTIONS: USE 8 1/2" X 11" WHITE PAPER FOR INSERTS. INDIANA CODE 23-1-38-1 ET ESQ. PRESENT ORIGINAL AND TWO COPIES TO ADDRESS IN UPPER RIGHT HAND CORNER OF THIS FORM. FILING FEE: $30.00 PLEASE TYPE OR PRINT.
ARTICLES OF AMENDMENT OF THE ARTICLES OF INCORPORATION OF: NAME OF CORPORATION DATE OF INCORPORATION BREMEN GLAS, INC. APRIL 7, 1980 THE UNDERSIGNED OFFICERS OF THE ABOVE REFERENCED CORPORATION (HEREINAFTER REFERRED TO AS THE "CORPORATION") EXISTING PURSUANT TO THE PROVISIONS OF: (INDICATE APPROPRIATE ACT) [X] INDIANA BUSINESS CORPORATION LAW [ ] INDIANA PROFESSIONAL CORPORATION ACT OF 1983 AS AMENDED (HEREINAFTER REFERRED TO AS THE "ACT"), DESIRING TO GIVE NOTICE OF CORPORATE ACTION EFFECTUATING AMENDMENT TO CERTAIN PROVISIONS OF ITS ARTICLES OF INCORPORATION, CERTIFY THE FOLLOWING FACTS: ARTICLE I AMENDMENT(S) THE EXACT TEXT OF ARTICLE(S) 1 OF THE ARTICLES (NOTE: IF AMENDING THE NAME OF CORPORATION, WRITE ARTICLE "I" IN SPACE ABOVE AND WRITE "THE NAME OF THE CORPORATION IS _____________________." BELOW.) THE NAME OF THE CORPORATION IS MAAX MIDWEST, INC. ARTICLE II DATE OF EACH AMENDMENT'S ADOPTION: June 21st, 1999 (CONTINUED ON THE REVERSE SIDE) 7 ARTICLE III Manner of Adoption and Vote MARK APPLICABLE SECTION: NOTE - ONLY IN LIMITED SITUATIONS DOES INDIANA LAW PERMIT AN AMENDMENT WITHOUT SHAREHOLDER APPROVAL. BECAUSE A NAME CHANGE REQUIRES SHAREHOLDER APPROVAL, SECTION 2 MUST BE MARKED AND EITHER A OR B COMPLETED. [ ] SECTION 1 THIS AMENDMENT WAS ADOPTED BY THE BOARD OF DIRECTORS OR INCORPORATORS AND SHAREHOLDER ACTION WAS NOT REQUIRED. [X] SECTION 2 THE SHAREHOLDERS OF THE CORPORATION ENTITLED TO VOTE IN RESPECT TO THE AMENDMENT ADOPTED THE PROPOSED AMENDMENT. THE AMENDMENT WAS ADOPTED BY: (SHAREHOLDER APPROVAL MAY BE BY EITHER A OR B.) A. VOTE OF SUCH SHAREHOLDERS DURING A MEETING CALLED BY THE BOARD OF DIRECTORS. THE RESULT OF SUCH VOTE IS AS FOLLOWS: SHARES ENTITLED TO VOTE. NUMBER OF SHARES REPRESENTED AT THE MEETING. SHARES VOTED IN FAVOR. SHARES VOTED AGAINST. B. UNANIMOUS WRITTEN CONSENT EXECUTED ON JUNE 21, 1999 AND SIGNED BY ALL SUCH SHAREHOLDERS ENTITLED TO VOTE. ARTICLE IV COMPLIANCE WITH LEGAL REQUIREMENTS THE MANNER OF THE ADOPTION OF THE ARTICLES OF AMENDMENT AND THE VOTE BY WHICH THEY WERE ADOPTED CONSTITUTE FULL LEGAL COMPLIANCE WITH THE PROVISIONS OF THE ACT, THE ARTICLES OF INCORPORATION, AND THE BY-LAWS OF THE CORPORATION. I HEREBY VERIFY, SUBJECT TO THE PENALTIES OF PERJURY, THAT THE STATEMENTS CONTAINED HEREIN ARE TRUE, THIS 21 DAY OF JUNE 1999. SIGNATURE OF CURRENT OFFICER OR CHAIRMAN OF THE BOARD PRINTED NAME OF OFFICER OR CHAIRMAN OF THE BOARD /s/ Placide Poulin Placide Poulin
SIGNATURE'S TITLE: President 8