EXHIBIT 3.19
Published on November 5, 1998
Exhibit 3.19
ARTICLES OF INCORPORATION
OF
BALL PLASTIC CONTAINER CORP.
ARTICLE I
Name
The name of the corporation is Ball Plastic Container Corp. (hereinafter
referred to as the "Corporation") which is hereby incorporated under the laws of
the State of Colorado.
ARTICLE II
Purpose
The purpose for which the Corporation is formed is to engage in the
transaction of any or all lawful business which may be conducted, or for which
corporations may be incorporated, under the Colorado Business Corporation Act.
ARTICLE III
Initial Principal Office and Street Address
The street address of the Corporation's initial principal office in the
State of Colorado is 9300 West 108th Circle, Westminster, Colorado 80021.
ARTICLE IV
Initial Registered Agent
The name and street address of the Corporation's initial registered agent
is CT Corporation System, 1675 Broadway, Denver, Colorado 80202.
Signature of Registered Agent: By /s/ Marcia J. Sunahara
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ARTICLE V
Capital Stock
Section A. Amount of Capital Stock
The total number of shares that may be issued by the Corporation is five
thousand (5,000) shares of capital stock without nominal or par value.
Section B. Stock Class and Other Terms
All such authorized shares shall be issued as common stock. The shares of
common stock shall be identical with each other in all respects.
Section C. Issuance of Stock
The Board of Directors shall have authority to authorize and direct the
issuance by the Corporation of shares of such stock at such times, in such
amounts, to such persons or entities, for such consideration, and upon such
terms and conditions as it may determine, subject to the restrictions,
limitations, conditions and requirements imposed by the provisions of these
Articles of Incorporation, by the provisions of the resolutions approving the
issuance of shares, or by the provisions of the Colorado Business Corporation
Act. In this respect, the Board of Directors of the Corporation may authorize,
at its election, the issuance of some or all of the shares of such stock without
certificates.
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Section D. No Preemptive Rights
The shareholders shall have no preemptive rights to subscribe to or
purchase any additional issues of shares of the capital stock of the Corporation
nor any shares of the capital stock of the Corporation purchased or acquired by
the Corporation and not cancelled but held as treasury stock.
ARTICLE VI
Voting Rights of Capital Stock
Each owner of record (as the record date fixed by the Bylaws or the Board
of Directors for any such determination of shareholders) of the shares of the
stock shall have one (1) vote for each share of stock standing in his, her or
its name on the books of the Corporation with respect to each matter to be voted
on, including the election of directors and matters referred to the
shareholders, in any meeting of the shareholders.
No holder of shares of stock shall have any right of cumulative voting.
ARTICLE VII
Board of Directors
Section A. Number of Directors
The governing body of the Corporation shall be known as the Board of
Directors, and the number of directors comprising the Board of Directors shall
be specified in or fixed in accordance with the Bylaws of the Corporation.
Section B. Qualifications
Directors need not be shareholders of the Corporation. A majority of the
directors at any time shall be citizens of the United States.
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ARTICLE VIII
Name and Address of Initial Directors
The names and business addresses of the initial members of the Board of
Directors are:
George A. Sissel c/o Ball Corporation
345 South High Street
Muncie, Indiana 47305
R. David Hoover c/o Ball Corporation
345 South High Street
Muncie, Indiana 47305
David B. Sheldon c/o Ball Corporation
9300 West 108th Circle
Westminster, Colorado 80021
ARTICLE IX
Term of Existence
The existence of the Corporation shall be perpetual.
ARTICLE X
Provisions for Regulations of Business and Conduct
of Affairs of the Corporation
Section A. Indemnification
In addition to the indemnification provisions of the Colorado Business
Corporation Act, indemnification of directors, officers and employees shall be
as follows:
1. The Corporation shall indemnify each person who is or was a director,
officer or employee of the Corporation, or of any other corporation,
partnership, joint venture, trust or other enterprise which he is serving or
served in any capacity at the request of the Corporation, against any and all
liability and reasonable expense that
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may be incurred by him in connection with or resulting from any claim,
action, suit or proceeding (whether actual or threatened, brought by or in
the right of the Corporation or such other corporation, partnership, joint
venture, trust or other enterprise, or otherwise, civil, criminal,
administrative, investigative, or in connection with an appeal relating
thereto), in which he may become involved, as a party or otherwise, by reason
of his being or having been a director, officer or employee of the
Corporation or of such other corporation, partnership, joint venture, trust
or other enterprise or by reason of any past or future action taken or not
taken in his capacity as such director, officer or employee, whether or not
he continues to be such at the time such liability or expense is incurred,
provided that such person acted in good faith and in a manner he reasonably
believed to be in the best interests of the Corporation or such other
corporation, partnership, joint venture, trust or other enterprise, as the
case may be, and, in addition, in any criminal action or proceedings, had no
reasonable cause to believe that his conduct was unlawful. Notwithstanding
the foregoing, there shall be no indemnification (a) as to amounts paid or
payable to the Corporation or such other corporation, partnership, joint
venture, trust or other enterprise, as the case may be, for or based upon the
director, officer or employee having gained in fact any personal profit or
advantage to which he was not legally entitled; (b) as to amounts paid or
payable to the Corporation for an accounting of profits in fact made from the
purchase or sale of securities of the Corporation within the meaning of
Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto
or similar provisions of any state statutory law; or (c) with respect to
matters as to which indemnification would be in contravention of the laws of
the State of Colorado or of the United States of America, whether as a matter
of public policy or pursuant to statutory provisions.
2. Any such director, officer or employee who has been wholly successful,
on the merits or otherwise, with respect to any claim, action, suit or
proceeding of the character described herein shall be entitled to
indemnification as of right, except to the extent he has otherwise been
indemnified. Except as provided in the preceding sentence, any indemnification
hereunder shall be granted by the Corporation, but only if (a) the Board of
Directors, acting by a quorum consisting of directors who are not parties to or
who have been wholly successful with respect to such claim, action, suit or
proceeding, shall find that the director, officer or employee has met the
applicable standards of conduct set forth in paragraph 1 of this Section A of
Article X; or (b) outside legal counsel engaged by the Corporation (who may be
regular counsel of the Corporation) shall deliver to the Corporation its written
opinion that such director, officer or employee has met such applicable
standards of conduct; or (c) a court of competent jurisdiction has determined
that such director, officer or
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employee has met such standards, in an action brought either by the
Corporation, or by the director, officer or employee seeking indemnification,
applying de novo such applicable standards of conduct. The termination of any
claim, action, suit or proceeding, civil or criminal, by judgment, settlement
(whether with or without court approval) or conviction or upon a plea of
guilty or of nolo contendere, or its equivalent, shall not create a
presumption that a director, officer or employee did not meet the applicable
standards of conduct set forth in paragraph 1 of this Section A of Article X.
3. As used in this Section A of Article X, the term "liability" shall
mean amounts paid in settlement or in satisfaction of judgments or fines or
penalties, and the term "expense" shall include, but shall not be limited to,
attorneys' fees and disbursements, incurred in connection with the claim,
action, suit or proceeding. The Corporation may advance expenses to, or where
appropriate may at its option and expense undertake the defense of, any such
director, officer or employee upon receipt of an undertaking by or on behalf of
such person to repay such expenses if it should ultimately be determined that
the person is not entitled to indemnification under this Section A of Article X.
4. The provisions of this Section A of Article X shall be applicable to
claims, actions, suits or proceedings made or commenced after the adoption
hereof, whether arising from acts or omissions to act occurring before or after
the adoption hereof. If several claims, issues or matters of action are
involved, any such director, officer or employee may be entitled to
indemnification as to some matters even though he is not so entitled as to
others. The rights of indemnification provided hereunder shall be in addition to
any rights to which any director, officer or employee concerned may otherwise be
entitled by contract or as a matter of law, and shall inure to the benefit of
the heirs, executors and administrators of any such director, officer or
employee.
Section B. Meetings
The meetings of the shareholders and the directors of the Corporation may
be held either within or outside the State of Colorado, and at such place as the
Bylaws provide.
Section C. Books
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The books of the Corporation may be kept (subject to any provision
contained in the Colorado Business Corporation Act or other applicable statutes)
either within or outside the State of Colorado at such place or places as may be
designated from time to time by the Board of Directors or in the Bylaws of the
Corporation.
ARTICLE XI
Amendment
The Corporation reserves the right to amend, alter, change or repeal any
provision contained in the Articles of Incorporation, in the manner now or
hereafter prescribed by the Colorado Business Corporation Act or by the Articles
of Incorporation, and all rights conferred upon shareholders herein are granted
subject to this reservation.
ARTICLE XII
Name and Address of Incorporator
The name and business address of the incorporator (a natural person at
least eighteen years old) signing the Articles of Incorporation is:
Hillary E. Johnson c/o Ball Corporation
10 Longs Peak Drive
Broomfield, Colorado 80021
IN WITNESS WHEREOF, the undersigned being of the incorporator of the
Corporation executes the Articles of Incorporation and verifies, subject to the
penalties of perjury, that the statements contained herein are true.
Dated this 7th day of December 1995.
/s/ Hillary E. Johnson
--------------------------------
Hillary E. Johnson
This instrument was prepared by Hillary E. Johnson, General Attorney, Ball
Corporation, 10 Longs Peak Drive, Broomfield, Colorado 80021 (303) (460-2232).
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MAIL TO: SECRETARY OF STATE FOR OFFICE USE ONLY 045
CORPORATIONS SECTION
1560 BROADWAY, SUITE 200 [STAMP]
DENVER, CO 80202 961111620 C $10.00
(303) 894-2251 SECRETARY OF STATE
FAX (303) 894-2242 08/26/96 12:03
MUST BE TYPED
FILING FEE: $10.00
MUST SUBMIT TWO COPIES
PLEASE INCLUDE A TYPED
SELF-ADDRESSED ENVELOPE
CERTIFICATE OF
ASSUMED OR TRADE NAME*
Ball Plastic Container Corp., a corporation, limited partnership or limited
liability company under the laws of Colorado, being desirous of transacting a
portion of its business under an assumed or trade name as permitted by
7-71-101, Colorado Revised Statues, hereby certifies:
1. The location of its principal office is:
10 Longs Peak Dr., Broomfield, CO 80021
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(Include city, state, zip)
2. The name, other than its own, under which business is carried on is:
Plastic Container Operations
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3. A brief description of the kind of business transacted under such assumed or
trade name is:
manufacture of beverage containers
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LIMITED PARTNERSHIPS OR LIMITED LIABILITY CORPORATIONS COMPLETE THIS SECTION
COMPANIES COMPLETE THIS SECTION
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Ball Plastic Container Corp.
Name of Entity Name of Corporation
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by by /s/ Donald C. Lewis
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Signature Signature
Its Donald C. Lewis
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Title, General Partner, Manager Title Corporate Secret
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