EX-3.20 28 dex320.txt ARTICLES OF INCORPORATION OF JACE, INC. Exhibit 3.20 ARTICLES OF INCORPORATION STATE OF LOUISIANA OF JACE, INC. PARISH OF LAFOURCHE BE IT KNOWN, that on this 8th day of September, in the year of our Lord Nineteen Hundred and Ninety-Two (1992). BEFORE ME, Daniel A. Cavell, a Notary Public duly commissioned and qualified in and for the Parish of Lafourche, State of Louisiana, personally came and appeared the persons whose names are hereunto subscribed, who declared that, availing themselves of the benefits and provisions of the Constitution and the laws of the State of Louisiana, and particularly R.S. 12:201, et seq, inclusive, as amended, they do by these presents contract, agree, bind and obligate themselves to form, organize and constitute himself, as well as all such other persons who may hereafter join or become associated with them or their successors, into a business corporation for the objects and purposes and under the conditions, covenants, stipulations and agreements of the articles following: ARTICLE - I. The name of the corporation is and shall be: JACE, INC. ARTICLE - II. The objectives and purposes of this corporation is to engage in any lawful activities for which this corporation may be formed under the Business Corporation Laws of Louisiana. ARTICLE - III. The name and address of the incorporators are: Albert J. Waguespack, Jr. Cindy I. Waguespack Post Office Box 326 P.O. Box 326 Thibodaux, La. 70301 Thibodaux, La. 70301 John Corbin Angela Corbin 400 St. George Road 400 St. George Road Schriever, La. 70395 Schriever, La. 70395 Carl A. Sandlin Mary Ellen Sandlin 1133 Abadie Street 1133 Abadie Street Vacherie, La. 70090 Vacherie, La. 70090 ARTICLE - IV. The corporation has authority to issue 10,000 shares of common stock with a no par value. The capital stock of this corporation shall consist of only one class, that being common stock, and such common stock may be issued pursuant to and in accordance with Internal Revenue Code, Section 1244, as amended, and the regulations pertaining thereto. ARTICLE - V. Shareholders shall have pre-emptive rights. ARTICLE - VI. Any corporate action of shareholders, including specifically, but not by way of limitation, adoption of amendments to the Articles, and approval thereof by class vote, approval of merger and consolidation agreements and authorization of voluntary disposition of all or substantially all of the corporate assets, may be taken on affirmative vote of a majority of the voting power present. ARTICLE - VII. Cash, property or share dividends, shares issuable to shareholders in connection with the reclassification of stock and the redemption price of redeemed shares, which are not claimed by the shareholders entitled thereto within one year after the dividend or redemption price became payable, or the shares became issuable, despite reasonable efforts by the corporation to pay the dividend or redemption price or to deliver the certificates for the shares to such shareholder within such time, shall, at the expiration of such time revert in full ownership to the corporation, and the corporation's obligation to pay such dividend or redemption price or issue such shares, as the case may be, shall thereupon cease; provided, that the Board of Directors may, at any time, for any reason satisfactory to it, but need not, authorize (a) payment of the amount of cash or property dividend or redemption price or (b) issuance of any share, ownership of which has reverted to the corporation, to the entity who or which would be. ARTICLE - VIII. Any director absent from a meeting of the Board or any committee thereof may be represented by any other director or shareholder who may cast the absent director's both according to his written instructions, general or special. ARTICLE - IX. The Board of Directors has authority to make or alter by-laws. ARTICLE - X. All officers shall be elected by the directors. ARTICLE - XI. Authority to create and issue rights to convert shares of obligations into shares of any class may be exercised only by shareholders. ARTICLE - XII. Proper allowance for depletion of wasting assets and for amortization of the cost of property having a limited life, shall be made in computing surplus. ARTICLE - XIII. Special meeting of shareholders may be called by the President or by the Secretary or by a majority of the Board of Directors or upon the written request of a shareholder or shareholders holding in the aggregate twenty (20%) per cent of the total voting power of this corporation. ARTICLE - XIV. The corporation shall not confer voting power upon holders of obligations issued by it. ARTICLE - XV. Consents in writing to corporate action may be signed by the shareholders having that proportion of the total voting power which would be required to authorize or constitute such action at a meeting of shareholders. ARTICLE - XVI. Any director may be removed from office only by vote of two -thirds (2/3rds) of the total voting power. ARTICLE - XVII The President shall be a director of this corporation. ARTICLE - XVIII The business and affairs of this corporation shall be managed and all corporate powers thereof shall be vested in and exercised by a Board of Directors which shall be composed of not less than three (3) nor more than six (6) persons. ARTICLE - XIX No shareholder may sell any stock of this corporation without first offering it to this corporation at the book value thereof as shown by the last preceding statement of this corporation with the understanding that a current appraised value of the immovable assets of the corporation shall be used in lieu of any purchase value or depreciated value of those assets. Said offer must be made by delivery to the Secretary of this corporation against written receipt, the certificates representing said stock endorsed in blank, and written offer to sell said stock to this corporation, for cash, at the value hereinabove mentioned. This corporation shall have the right, for a period of thirty (30) days from the delivery of such offer and said certificates endorsed in blank, to the Secretary of this corporation to purchase the stock of said shareholders, for cash, at the book value thereof, as shown by the last preceding statement of this corporation, after which thirty (30) days the said shares may be sold without restriction. No sale of any stock of this corporations shall be valid and binding until and unless opportunity to purchase such shares has been given to this corporation in the manner in this Article provided; and, this right so vested in this corporation shall follow any of the stock of this corporation so sold without such opportunity being given into any hands into which it may pass. Such rights may be exercised against the holder of such stock up to thirty (30) days after such shares are tendered for transfer on the books of this corporation, and no transfer of any such shares shall be made on the books of this corporation without the written consent of all of the other record holders of stock of this corporation, during the pendency of said thirty (30) days. The right vested in this corporation to purchase the stock of any shareholder of this corporation to purchase the stock of any shareholder of this corporation desiring to sell the stock of this corporation may be waived in writing by all of the other record stockholders of this corporation at any time. No stockholder of this corporation shall ever be held responsible or liable for the contracts or faults of this corporation, nor shall any mere informality in organization have the effect of rendering this charter null and exposing stockholders to any liability. THUS DONE AND SIGNED, in multiple originals, in the Parish of Lafourche, State of Louisiana, on the day, month and year first above written, in the presence of Joynel G. Picou and Ramona R. Naquin, competent witnesses and me, Notary, after due reading of the whole. WITNESSES: INCORPORATORS: /s/ Illegible /s/ Albert J. Waguespack. Jr ------------- ---------------------------- ALBERT J. WAGUESPACK, JR. /s/ Cindy I. Waguespack ---------------------------- CINDY I. WAGUESPACK /s/ John Corbin ---------------------------- JOHN CORBIN /s/ Angela Corbin ---------------------------- ANGELA CORBIN /s/ Carl A. Sandlin ---------------------------- CARL A. SANDLIN /s/ Illegible /s/ Mary Ellen Sandlin ------------- ---------------------------- MARY ELLEN SANDLIN /s/ Illegible ------------- NOTARY PUBLIC INITIAL REPORT OF JACE, INC. We, the undersigned, being the sole incorporators of JACE, INC. pursuant to the provisions of LSA-R.S. 12:1, et seq, inclusive, as amended, do hereby file the following initial report: I. The corporation's registered office is located at 400 St. George Road, Schriever, Louisiana 70395, and its mailing address is 400 St. George Road, Schriever, Louisiana 70395. II. Its registered agents for service of process or otherwise are: Albert J. Waguespack, Jr. John Corbin Post Office Box 326 400 St.George Road 997 W. Thibodaux By Pass Schriever, La. 70395 Thibodaux, La. 70302 III. The first officers of the corporation are as follows: John Corbin Mary Ellen Sandlin 400 St. George Road 1133 Abadie Street Schriever, La. 70395 Vacherie, La. 70090 President Vice-President Albert J. Waguespack, Jr. P.O. Box 326 - 997 W. Thibodaux By Pass Thibodaux, La. 70302 Secretary/Treasurer IV. The first directors of the corporation are as follows: Albert J. Waguespack, Jr. Cindy I. Waguespack Post Office Box 326 Post Office Box 326 Thibodaux, La. 70302 Thibodaux, La. 70302 (997 W. Thibodaux By Pass) John Corbin Angela Corbin 400 St. George Road 400 St. George Road Schriever, La. 70395 Schriever, La. 70395 Carl A. Sandlin Mary Ellen Sandlin 1133 Abadie Street 1133 Abadie Street Vacherie, La. 70090 Vacherie, La. 70090 /s/ Albert J. Waguespack, Jr. /s/ Cindy I. Waguespack ----------------------------- ------------------------------ Albert J. Waguespack, Jr. Cindy I. Waguespack /s/ John Corbin /s/ Angela Corbin ----------------------------- ------------------------------ John Corbin Angela Corbin /s/ Carl A. Sandlin /s/ Mary Ellen Sandlin ----------------------------- ------------------------------ Carl A. Sandlin Mary Ellen Sandlin THUS DONE AND SIGNED in the Parish of Lafourche, State of Louisiana, on this 8th day of September 1992. /s/ Daniel A. Cavell -------------------- NOTARY PUBLIC AFFIDAVIT OF ACCEPTANCE OF APPOINTMENT BY DESIGNATED REGISTERED AGENT STATE OF LOUISIANA PARISH OF LAFOURCHE BE IT KNOWN on this 8th day of September 1992, before me, Notary Public in and for the State and Parish aforesaid, personally came and appeared Albert J. Waguespack, Jr. and John Corbin who are to me known to be the persons, and after being duly sworn, acknowledged to me that they do hereby accept the appointment as the Registered Agents for JACE, INC., a domestic corporation authorized to do and in doing business in the State of Louisiana pursuant to the provisions of LSA R.S. 12:101 et. seq. /s/ Albert J. Waguespack, Jr. ----------------------------- Albert J. Waguespack, Jr. /s/ John Corbin ----------------------------- John Corbin SUBSCRIBED AND SWORN before me on this 9th day of September, 1992. /s/ Illegible ------------- NOTARY PUBLIC LETTER OF RESIGNATION I, John Corbin do hereby resign my position as a Member of the Board of Directors, President, and Agent for Service of Process of the corporation known as Jace, Inc. This done on the 1st day of March, 2000. /s/ John Corbin --------------- JOHN CORBIN I, John Corbin do hereby affirm that I am resigning my position as a Member of the Board of Directors, President, and Agent for Service of Process of the corporation known as Jace, Inc. of my won free and voluntary act for the objects purposes therein set forth. /s/ John Corbin --------------- JOHN CORBIN SWORN TO AND SUBSCRIBED, before me on this 1st day of March, 2000. /s/ Illegible ------------- NOTARY PUBLIC LETTER OF RESIGNATION I, Angela Corbin do hereby resign my position as a Member of the Board of Directors and Vice-President of the corporation known as Jace, Inc. This done on the 1st day of march, 2000. /s/ Angela Corbin ----------------- ANGELA CORBIN I, Angela Corbin do hereby affirm that I am resigning my position as a Member of the Board of Directors and Vice-President of the corporation known as Jace, Inc. of my own free and voluntary act for the objects purposes therein set forth. /s/ Angela Corbin ----------------- ANGELA CORBIN SWORN TO AND SUBSCRIBED, before me on this 1st day of March, 2000. /s/ Illegible ------------- NOTARY PUBLIC LETTER OF RESIGNATION I, Albert J. Waguespack, Jr. do hereby resign my position as a Member of the Board of Directors, Secretary, and Agent for Service of Process of the corporation known as Jace, Inc. This done on the 1st day of March, 2000. /s/ Albert J. Waguespack, Jr. ------------------------------ ALBERT J. WAGUESPACK, JR. I, Albert J. Waguespack, Jr. do hereby affirm that I am resigning my position as a Member of the Board of Directors, Secretary, and Agent for Service of Process of the corporation known as Jace, Inc. of my own free and voluntary act for the objects purposes therein set forth. /s/ Albert J. Waguespack, Jr. ------------------------------ ALBERT J. WAGUESPACK, JR. SWORN TO AND SUBSCRIBED, before me on this 1st day of March, 2000. /s/ Illegible ------------- NOTARY PUBLIC LETTER OF RESIGNATION I, Cindy I. Waguespack do hereby resign my position as a Member of the Board of Directors and Treasurer of the corporation known as Jace, Inc. This done on the 1st day of March, 2000. /s/ Cindy I. Waguespack ------------------------------ CINDY I. WAGUESPACK I, Cindy I. Waguespack do hereby affirm that I am resigning my position as a Member of the Board of Directors and Treasurer of the corporation known as Jace, Inc. of my own free and voluntary act for the objects purposes therein set forth. /s/ Cindy I. Waguespack ------------------------------ CINDY I. WAGUESPACK SWORN TO AND SUBSCRIBED, before me on this 1st day of March, 2000. /s/ Illegible ------------- NOTARY PUBLIC ------------------------------------------------------------------------------------------ W. Fox McKeithen NOTICE OF CHANGE OF REGISTERED OFFICE Secretary of State AND/OR CHANGE OF REGISTERED AGENT [GRAPHIC] (R.S. 12:1308) --------------------------------------------------------------------- Domestic Limited Return to: Corporations Division Liability Company P.O. Box 94125 Enclose $20.00 filing fee Baton Rouge, LA 70804-9125 Make remittance payable to Phone (504)925-4704 Secretary of State Do not send Cash ------------------------------------------------------------------------------------------
Limited Liability Company Name: JACE, Inc. CHANGE OF LOCATION OF REGISTERED OFFICE Notice is hereby given that the above named limited liability company has authorized a change in the location of its registered office, in accordance with the articles of organization or operating agreement. The new registered office is located at: 230 West Park Avenue, Thibodaux, LA 70301 /s/ Claude M. Penn, Jr. -------------------------------------------------- To be signed by a manager or member CLAUDE M. PENN, JR., President CHANGE OF REGISTERED AGENT(S) Notice is hereby given that the above named limited liability company has authorized the change of its registered agents(s), in accordance with the articles of organization or operating agreement. The new name(s) and address(es) of new registered agent(s) is/are as follows: Jay J. Harris, 1406 S. Range Avenue, Suite 2, Denham Springs, LA 70726 /s/ Claude M. Penn, Jr. -------------------------------------------------- To be signed by a manager or member CLAUDE M. PENN, JR., President AGENT AFFIDAVIT AND ACKNOWLEDGEMENT OF ACCEPTANCE I hereby acknowledge and accept the appointment of registered agent(s) for and on behalf of the above named limited liability company. /s/ Jay J. Harris ------------------------------ JAY J. HARRIS ------------------------------ Registered Agents(s) Sworn to and subscribed before me, this 23rd day of March, 2000 /s/ Charlotte A. Pugh ---------------------------- Notary CHARLOTTE A. PUGH --------------------------------------------------------------------------------