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HomeMy WebLinkAboutArticles of Incorporationa ARTICLES OF INCORPORATION OF STYLECRAFT BUILDERS, INC. FILED In the Office of the Secretary of State of Texas NOV ? a 1987 Corporations Section ARTICLE ONE The name of the corportion (which is hereinafter called the "Corporation") is StyleCraft Builders, Inc. ARTICLE TWO The period of duration of the Corporation is perpetual. ARTICLE THREE The purpose for which the Corporation is organized is to transact any or all lawful business for which corportions may be organized under the Texas Business Corporation Act. ARTICLE FOUR The aggregate number of shares which the Corporation shall have authority to issue is one million (1,000,000) shares of the par value of ONE CENT ($.01) per share. The shares are desig- nated as Common Stock and have identical rights and privileges in every respect. ARTICLE FIVE The Corporation will not commence business until it has received for the issuance of its shares consideration of the value of at least ONE THOUSAND AND N0/100 DOLLARS ($1,000.00), consisting of money, labor done and/or property actually received. ARTICLE SIX The post office address of the initial registered office of the Corporation is 4403 Nottingham Lane, Bryan, Texas 77802, and the name of the initial registered agent for the Corporation at such address is Charles R. French. ARTICLE SEVEN The initial Board of Directors of the Corporation shall consist of three members, whose names and addresses are as fol- lows: Name Charles R. French Lisa A. French Address 4403 Nottingham Lane Bryan, Texas 77802 4403 Nottingham Lane Bryan, Texas 77802 ARTICLE EIGHT The undersigned incorporator, Charles A. Ellison, is a natural person of the age of eighteen years or more whose address is 4444 Carter Creek Parkway, Suite 208, Bryan, Texas 77802. ARTICLE NINE The Corporation shall have the power to indemnify its directors, officers, employees and agents and to purchase and maintain liability insurance for those persons as, and to the fullest extent, permitted by Article 2.02-1 of the Texas Business Corporation Act, now or hereafter amended. ARTICLE TEN Any contract or other transaction between the Corporation and one or more of its directors, or between the Corporation and 2 any firm of which one or more of its directors are members or employees, or in which they are interested, or between the Corporation and any corporation or association of which one or more of its directors or shareholders, members, directors, officers, or employees, or in which they are interested, shall be valid for all purposes, notwithstanding the presence of the interested director or directors at the meeting of the Board of Directors of the Corporation that acts upon, or in reference to, the contract or transaction, and notwithstanding his or their participation in the action, if the fact of such interest shall be disclosed or otherwise known to the Board of Directors and the Board of Directors shall nevertheless authorize or ratify the contract or transaction, the interested director or directors to 1, be counted in determining whether a quorum is present and to be entitled to vote on such authorization or ratification; and no director shall be liable to account to the Corporation for any profits realized by or from or through any such contract or other transaction by reason of interest therein when such contract or other transaction has been authorized or ratified in accordance with the foregoing. This Article Ten shall not be construed to invalidate any contract or transaction which would otherwise be valid in the absence of this provision. ARTICLE ELEVEN In the event that a shareholder who intends to cumulate his votes at an election for directors gives written notice of such intent to the Secretary of the Corporation on or before the day preceding the election, every shareholder entitled to vote at 9 such election shall have the right to cumulate his votes either by giving one candidate as many votes as the number of directors to be elected multiplied by the number of shares of voting stock of the Corporation owned by him shall equal or by distributing such votes on the same principle among any number of such candidates or otherwise. EXECUTED this 24th day of November, 1987. CHA LES A. ELLISON, Incorporator THE STATE OF TEXAS § COUNTY OF BRAZOS S The undersigned Notary Public does hereby certify that on this 24th day of November, 1987, personally appeared before me CHARLES A. ELLISON, who, being by me first duly sworn, declared that he is the person who signed the foregoing document as incorporator and that the statements therein contained are true. IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written. r (SE h N OT a r y P i - Sta of Texas Doroth J. Laningham (Printed Name of Notary) My Commission Expires: 7-7-90 4 DISCLAIMER I, the undersigned, being incorporator of STYLECRAFT BUILDERS, INC., a Texas corporation, filed by the Secretary of State under Charter No. 01058151-00, do hereby disclaim any and all interest in said corporation. CH RLES A. ELLISON