Exhibit 3.21
ARTICLES OF INCORPORATION
OF
HEYWOOD WILLIAMS, INC.
The undersigned incorporator, desiring to form a corporation (the
"Corporation") pursuant to the provisions of The Indiana Business Corporation
Law (such law, as amended from time to time, is referred to as the "Act"),
executes the following Articles of Incorporation.
ARTICLE I
Name
The name of the Corporation is Heywood Williams, Inc.
ARTICLE II
Purposes
The purpose for which the Corporation is organized is to engage in any
lawful business for which corporations may be incorporated under the Act.
ARTICLE III
Amount of Capital Stock: Par Value
The total number of shares which the Corporation has authority to issue is
10,000 shares at $1.00 par value.
ARTICLE IV
Terms of Capital Stock
1. Classes and Rights. All shares of the Corporation shall be of one class
and shall be known as shares of Common Stock. All shares of Common Stock shall
have the same relative rights, preferences, limitations and restrictions. Each
Shareholder of Common Stock shall be entitled to one vote for each share of
Common Stock standing in that Shareholder's name on the books of the Corporation
on each matter voted at a Shareholders' meeting. Holders of outstanding Common
Stock shall be entitled to receive the net assets of the Corporation on
dissolution.
2. Issue and Consideration. The Board of Directors may authorize shares to be
issued for consideration consisting of any tangible or intangible property of
benefit to the Corporation, including cash, promissory notes, services
performed, contracts for services to be performed, shares of capital stock or
other securities of any other corporation, conversion of indebtedness into
equity of the Corporation or other securities of the Corporation.
ARTICLE V
Directors
1. Number. The number of Directors may be fixed from time to time by the
by-laws of the Corporation. In the absence of a designation of the number of
Directors in the by-laws,
the number of Directors of the Corporation shall be the number of Directors on
the initial Board of Directors.
2. Initial Directors. The following individuals shall serve as the initial
Board of Directors of the
Corporation:
Name Address
---- -------
Ralph Hinchliffe Heywood Williams Group PLC
Waverley, Edgerton Road
Huddersfield, West Yorkshire HD3 3AR
England
Michael Broadhead Heywood Williams Group PLC
Waverley, Edgerton Road
Huddersfield, West Yorkshire HD3 3AR
England
Robert Hotovy Creation Windows of Indiana, Inc.
53132 C.R. 13
P.O. Box. 1307
Elkhart, Indiana 46515
A. Clark Peters III LaSalle-Deitch Co., Inc.
640 Industrial Parkway
P.O. Box 2347
Elkhart, IN 46515
William Schmuhl Bristol Corporation
P.O. Box 1900
Bristol, Indiana 46507
Terence Martin Heywood Williams Group PLC
Waverley, Edgerton Road
Huddersfield, West Yorkshire HD3 3AR
England
ARTICLE VI
By-Law Amendments
The By-Laws of the Corporation may be amended by the Board of Directors.
ARTICLE VII
Indemnification
The Corporation shall indemnify every person who is or was a Director of
the Corporation against all liability to the fullest extent permitted by Chapter
37 of the Act, provided
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that such person is determined in the manner specified by Chapter 37 of the Act
to have met the standard of conduct specified in Chapter 37 of the Act. The
Corporation shall, to the fullest extent permitted by Chapter 37 of the Act, pay
for or reimburse the reasonable expenses incurred by every person who is or was
a Director who is a party to a proceeding in advance of final disposition of the
proceeding, in the manner specified by Chapter 37 of the Act. The Corporation
shall indemnify and advance expenses to every person who is or was an Officer of
the Corporation to the same extent as if such person were a Director of the
Corporation (All such persons who are or were directors or officers of the
Corporation are referred to as "Indemnitee"). The indemnification and advance of
expenses for Indemnitees shall apply to service in the Indemnitee's official
capacity with the Corporation, and to service at the Corporation's request,
while also acting in an official capacity with the Corporation, as a director,
officer, partner, trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan, or other
enterprise, whether for profit or not. All references in this paragraph to
Chapter 37 of the Act shall be deemed to include any amendment or successor to
the Act. When a word or phrase used in this paragraph is defined in Chapter 37
of the Act, such word or phrase shall have the same meaning in this paragraph
that it has in Chapter 37 of the Act. Nothing contained in this paragraph shall
limit or preclude the exercise of any right relating to indemnification or
advance of expenses to any Indemnitee or the ability of the Corporation to
otherwise indemnify or advance expenses to any Indemnitee. These provisions
shall be binding upon any successor to the Corporation so that each Indemnitee
shall be in the same position with respect to any resulting, surviving, or
succeeding entity as he or she would have been had the separate legal existence
of the Corporation continued; provided, that unless expressly provided or agreed
otherwise, this sentence shall be applicable only to Indemnitees acting in an
official capacity or in another capacity set forth above prior to termination of
the separate legal existence of the Corporation. These provisions shall be
deemed to create a contract right for the benefit of every Indemnitee if (i) any
act or omission complained of in a proceeding against the Indemnitee, (ii) any
portion of a proceeding, or (iii) any determination or assessment of liability,
occurs while the provisions are in effect. If any word, clause, or sentence of
the provisions regarding indemnification or advancement of expenses shall be
held invalid as contrary to law or public policy, it shall be severable and the
provisions remaining shall not be otherwise affected. If any Court holds any
word, clause, or sentence of this paragraph invalid, the Court is authorized and
empowered to rewrite these provisions to achieve their purpose to the extent
possible. All references in this paragraph to any Indemnitee shall include the
heirs, estate, executors, administrators and personal representatives of such
person.
ARTICLE VIII
Registered Agent
The name and business address of the registered agent at the Corporation's
registered office is:
Joseph Trippel
Heywood Williams USA, Inc.
53132 C.R. 13
Elkhart, Indiana 46514
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ARTICLE IX
Incorporator(s)
The name and, address of the incorporator is:
Name Address
---- -------
Stephen P. Merchant 1313 Merchants Bank Building
11 South Meridian Street
Indianapolis, Indiana 46204
IN WITNESS WHEREOF, the undersigned incorporator executes these Articles of
Incorporation of the Corporation and certifies to the truth of the facts herein
stated this 11th day of August, 1995.
/s/ Stephen P. Merchant
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Incorporator
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