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EXHIBIT 3.1.1
ARTICLES OF INCORPORATION
OF
COLORADO CERAMIC TILE, INC.
The undersigned (who, if a natural person, is eighteen year of age or
older), acting as incorporator of this Corporation under the Colorado Business
Corporation Act, adopts the following Articles of Incorporation for this
Corporation.
ARTICLE I
NAME OF CORPORATION
The name of the corporation is COLORADO CERAMIC TILE, INC.
ARTICLE II
DURATION OF CORPORATION
The period of its duration is perpetual.
ARTICLE III
PURPOSES AND POWER
The purpose of the Corporation shall be to transact all lawful business for
which corporations may be incorporated pursuant to the Colorado Business
Corporation Act, as amended. The Corporation shall have the power to do all and
everything necessary, suitable and proper for the accomplishment of its purpose.
ARTICLE IV
CAPITAL
The aggregate number of shares the Corporation shall have authority to
issue is 50,000 shares of common stock. The shareholders of all issued and
outstanding shares of common stock shall have unlimited voting rights and are
entitled to receive the net assets of the Corporation upon request.
ARTICLE V
TRANSFER RESTRICTIONS
The Corporation shall have the right to impose restrictions upon the
transfer of any of its authorized shares or any interest therein. The Board of
Directors is herby authorized, on behalf of the Corporation, to exercise the
Corporation's right to so impose such restrictions, whether by provision in the
By-Laws or otherwise.
ARTICLE VI
VOTING
No cumulative voting shall be allowed.
ARTICLE VII
ADOPTION AND AMENDMENT OF BY-LAWS
The By-Laws of the Corporation shall be adopted by its Board of Directors
or, if no directors yet, then by the incorporators or shareholders of the
Corporation. The power to alter or amend or repeal the By-Laws, or adopt new
By-Laws, shall be vested in the Board of Directors, but the shareholders may
also alter, amend or repeal the By-Laws or adopt new By-Laws. The By-Laws may
contain any provisions for the regulation and management of the affairs of the
Corporation not inconsistent with statute or the Articles of Incorporation.
ARTICLE VIII
REGISTERED OFFICE AND AGENT
The address of the initial registered office of the Corporation is 1120
Lincoln Street, #1100, Denver, Colorado 80203.
The name of its registered agent at such address is MARILYN W. McWILLIAMS.
The written consent of the initial registered agent to the appointment as such
is stated below.
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ARTICLE IX
PRINCIPAL PLACE OF BUSINESS
The address of the Corporation's principal place of business is 55 Glenalla
Place, Castle Rock, Colorado 80104.
ARTICLE X
DEALINGS OF OFFICERS AND DIRECTORS
No contract or other transaction between the Corporation and one or more of
its Directors, or between the Corporation and any other corporation,
partnership, association or other organization in which one or more of its
Directors or Officers are directors or officers or have a financial interest,
shall be void or voidable solely for that reason, or solely because the Director
or Officer is present at or participates in the meeting of the Board which
authorizes, approves, or ratifies the contract or transaction, or solely because
his or their votes are counted for such purpose if: the material facts as to his
relationship or interest and as to the contract or transaction are disclosed or
are known to the Board of Directors, and the Board in good faith authorizes,
approves, or ratifies the contract or transaction by the affirmative vote of a
majority of the disinterested Directors, even though the disinterested Directors
are less than a quorum; or the material facts as to his relationship or interest
and as to the contract or transaction are disclosed or are known to the
Shareholders entitled to vote thereon, and the contract or transaction is
specifically authorized, approved, or ratified in good faith by vote of the
Shareholders; or the contract or transaction is fair as to the Corporation as of
the time it is authorized, approved, or ratified by the Board of Directors, or
the Shareholders.
Common or interested Directors may be counted in determining the presence
of a quorum at a meeting of the Board of Directors which authorizes, approves,
or ratifies the contract or transaction.
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ARTICLE XI
INDEMNIFICATION AND LIMITATION OF LIABILITY
Section 11.1 Indemnification. In addition to the other powers now or
thereafter conferred upon the Corporation by these Articles of Incorporation,
the Colorado Revised Statutes, as amended, or otherwise, the Corporation shall
possess and may exercise all powers to indemnify Directors and other persons and
all powers whatsoever incidental thereto (including, without limitation, the
power to advance expenses and the power to purchase and maintain insurance with
respect thereto), in accordance with and as expressly provided for by Section
7-108-402(1) of the Colorado Revised Statutes, as amended. The Board of
Directors is authorized on behalf of the Corporation, and without Shareholder
action, to exercise all of the Corporation's powers of indemnification.
Section 11.2 Limitation of Liability. Pursuant to Section 7-108-402(1) of
the Colorado Revised Statutes, as amended, the personal liability of a Director
to the Corporation or to its Shareholders for monetary damages for breach of
fiduciary duty as a Director shall be eliminated; except that this provision
shall not eliminate or limit the liability of a Director to the Corporation or
to its Shareholders for monetary damages for any breach of the Director's duty
of loyalty to the Corporation or to its Shareholders; acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law; acts specified in Section 7-108-403 of the Colorado Revised Statutes, as
amended, or any transaction from which the Director directly or indirectly
derived an improper personal benefit.
Section 11.3 Limitations on Personal Liability of Officers or Directors.
Pursuant to Section 7-108-402(2) of the Colorado Revised Statutes, as amended,
no officer or director shall be personally liable for any injury to person or
property arising out of a tort committed by an employee unless such officer or
director was personally involved in the situation giving rise to the litigation
or unless such officer or director committed a criminal offense.
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ARTICLE XII
DIRECTORS
The initial Board of Directors shall consist of three members. The members
shall hold office until the first annual meeting of shareholders and until their
successors have been elected and qualified. Their names and addresses are as
follows:
NAME ADDRESS
SAL VENEZIA 55 Glenalla Place
Castle Rock, CO 80104
BEN CASALE 55 Glenalla Place
Castle Rock, CO 80104
MARK RODENBECK 55 Glenalla Place
Castle Rock, CO 80104
ARTICLE XII
INCORPORATOR
The name and address of the incorporator is:
NAME ADDRESS
MARILYN W. McWILLIAMS 1120 Lincoln St., #1100
Denver, CO 80203
Dated at Denver, Colorado this 27th day of March, 1995.
/s/ Marilyn W. McWilliams
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MARILYN W. McWILLIAMS, Incorporator
The undersigned herby consents to the appointment as the initial registered
agent.
/s/ Marilyn W. McWilliams
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MARILYN W. McWILLIAMS, Incorporator
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