Laserfiche WebLink
ANNEX A <br /> RESOLUTIONS OF <br /> THE SOLE SHAREHOLDER OF <br /> SOUTHDOWN, INC. <br /> Amendment of Articles of Incorporation of Southdown, Inc. <br /> WHEREAS, as a result of the transactions completed at the end of the fiscal year 2000, the <br /> Board of Directors of Southdown, Inc., a Louisiana corporation (the "Corporation") has <br /> recommended to the sole shareholder of the Corporation that the Corporation change its name to <br /> CEMEX, Inc.; <br /> NOW, THEREFORE, IT IS HEREBY <br /> RESOLVED, that the proposal to change the name of the Corporation to CEMEX, Inc. by <br /> means of an amendment to the Corporatiorfs Restated Articles of Incorporation, as amended, be and <br /> it hereby is authorized and approved in all respects; and further <br /> RESOLVED, that the form, terms and provisions of the Articles of Amendment to Restated <br /> Articles of Incorporation of Southdown,Inc. be and they hereby are authorized and approved, and <br /> that the President, any Vice President, any Secretary or any Assistant Secretary, be and he or she <br /> hereby is, authorized and directed to take, in the name and on behalf of the Corporation,any and all <br /> actions as are necessary to effect the intent of the foregoing resolutions,including filing the Articles <br /> of Amendment to Restated Articles of Incorporation with the Secretary of State of the State of <br /> Louisiana, with such changes as the officer or officers executing same shall approve, such approval <br /> to be evidenced by each officers signatures thereon; and further <br /> RESOLVED, that the officers of the Corporation be and they are hereby authorized to <br /> prepare (or cause to be prepared), execute and file(or cause to be filed) with the Secretary of State <br /> of Louisiana any and all documents necessary or appropriate to effect the intent of the foregoing <br /> resolutions; and further <br /> RESOLVED, that the officers of the Corporation be and they are hereby authorized to <br /> prepare (or cause to be prepared), execute and file (or cause to be filed) such other documents, <br /> instruments, amendments, certificates or other filings necessary to reflect the change of the <br /> Corporation's name in those jurisdictions where such filing may be required; and further <br /> General <br /> RESOLVED, that each of the officers of the Corporation be, and hereby is, in accordance <br /> with the foregoing resolutions, authorized, in the name and on behalf of the Corporation, to prepare, <br /> -2- <br /> SY MOMB\078410\OOA001 <br /> HOUSTOMWRITTEN CONSENT SOLE SHAREHOLDER NAME CHANGE TO CEMEX.DOC <br /> 2/23/01--10'22 AM - <br />