Exhibit 3.7
| State of Delaware |
| Secretary of State |
| Division of Corporations |
| Delivered 07:46 PM 04/28/2010 |
| FILED 07:40 PM 04/28/2010 |
| SRV 100438420 - 3840346 FILE |
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
BOISE BUILDING SOLUTIONS MANUFACTURING HOLDINGS CORP., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the Sole Director of said corporation has filed with the minutes of the Board a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:
RESOLVED, that the Certificate of Incorporation of Boise Building Solutions Manufacturing Holdings Corp. be amended by changing the First Article thereof so that, as amended, said Article shall be and read as follows:
“The Name of the Corporation shall be Boise Cascade Wood Products Holdings Corp.:
SECOND: That the sole stockholder has given written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation law of the State of Delaware.
THIRD: That the aforesaid amendment was duly adopted in accordance with the provisions of Section 242 and 228 of the General Corporation Law of the State of Delaware.
FOURTH: That this Certificate of Amendment of the Certificate of Incorporation shall be effective on May 3, 2010.
IN WITNESS WHEROF, said corporation has caused this certificate to be signed by David G. Gadda, its Vice President and General Counsel, this 26th day of April, 2010.
| /s/ David G. Gadda |
| David G. Gadda, Vice President and General Counsel. |
| | State of Delaware |
| | Secretary of State |
| | Division of Corporations |
| | Delivered 04:41 PM 07/29/2005 |
| | FILED 04:00 PM 07/29/2005 |
| | SRV 050628305 - 3840346 FILE |
RESTATED CERTIFICATE OF INCORPORATION
OF
BOISE BUILDING SOLUTIONS MANUFACTURING HOLDINGS CORP.
* * * * *
Boise Building Solutions Manufacturing Holdings Corp., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:
1. The name of the corporation is Boise Building Solutions Manufacturing Holdings Corp., and the name under which the corporation was originally incorporated is Boise Aviation Holdings Corp. The date of filing of its original Certificate of Incorporation with the Secretary of State was August 9, 2004.
2. This Restated Certificate of Incorporation restates and integrates and further amends the Certificate of Incorporation of this corporation by amending and restating Article II thereof in its entirety to read as follows:
ARTICLE II
REGISTERED OFFICE AND AGENT
The Corporation’s registered office in the State of Delaware is located at 1209 Orange Street, Corporation Trust Center, Wilmington, DE 19801. The registered agent of the Company for service of process at such address is The Corporation Trust Company.
4. This Restated Certificate of Incorporation was duly adopted by the Board of Directors in accordance with Sections 241 and 245 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said Boise Building Solutions Manufacturing Holdings Corp. has caused this Certificate to be signed by Karen E. Gowland, its Sole Director, this 19th day of July, 2005.
| /s/ Karen E. Gowland |
| By: Karen E. Gowland |
| Sole Director |
CERTIFICATE OF AMENDMENT
TO THE CERTIFICATE OF INCORPORATION
OF
BOISE AVIATION HOLDINGS, INC.
Adopted in accordance with
the provisions of Section 241 of
the General Corporation Law of
the State of Delaware
The undersigned, being the sole incorporator of Boise Aviation Holdings, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:
1. That ARTICLE ONE of the Certificate of Incorporation of the Corporation be amended by deleting ARTICLE ONE thereof in its entirety and inserting in its place ARTICLE ONE to read as follows (the “Amendment”):
“ARTICLE ONE. The name of the Corporation is Boise Building Solutions Manufacturing Holdings Corp.”
2. That the Corporation has not received payment for any of its stock.
3. The foregoing Amendment has been duly adopted pursuant to the provisions of Section 241 of the General Corporation Law of the State of Delaware, by the sole incorporator of the Corporation. The directors of the Corporation were not named in the Certificate of Incorporation and to date have not been elected.
| | State of Delaware |
| | Secretary of State |
| | Division of Corporations |
| | Delivered 05:01 PM 09/08/2004 |
| | FILED 05:01 PM 09/08/2004 |
| | SRV 040651888 - 3840346 FILE |
IN WITNESS WHEREOF, the undersigned, being the sole incorporator hereinabove named, for the purpose of amending the Certificate of Incorporation of the Corporation pursuant to the General Corporation Law of the State of Delaware, under penalties of perjury does hereby declare and certify that this is the act and deed of the Corporation and the facts stated herein are true, and accordingly has hereunto signed this Certificate of Amendment to the Certificate of Incorporation this 8th day of September, 2004.
| /s/ Jamie E. Jedras |
| Jamie E. Jedras, Sole Incorporator |
| | State of Delaware |
| | Secretary of State |
| | Division of Corporations |
| | Delivered 06:36 PM 08/09/2004 |
| | FILED 06:36 PM 08/09/2004 |
| | SRV 040582508 - 3840346 FILE |
CERTIFICATE OF INCORPORATION
OF
BOISE AVIATION HOLDINGS, INC.
ARTICLE ONE
The name of the corporation is Boise Aviation Holdings, Inc.
ARTICLE TWO
The address of the corporation’s registered office in the State of Delaware is 9 East Loockerman Street, Suite #1B, in the City of Dover, County of Kent, 19901. The name of its registered agent at such address is National Registered Agents, Inc.
ARTICLE THREE
The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.
ARTICLE FOUR
The total number of shares of stock which the corporation has authority to issue is 1,000 shares of Common Stock, with a par value of $.01 per share.
ARTICLE FIVE
The name and mailing address of the sole incorporator are as follows:
NAME | | MAILING ADDRESS |
| | |
Jamie E. Jedras | | 200 East Randolph Drive |
| | Suite 5800 |
| | Chicago, Illinois 60601 |
ARTICLE SIX
The corporation is to have perpetual existence.
ARTICLE SEVEN
In furtherance and not in limitation of the powers conferred by statute, the board of directors of the corporation is expressly authorized to make, alter or repeal the by-laws of the corporation.
ARTICLE EIGHT
Meetings of stockholders may be held within or without the State of Delaware, as the by-laws of the corporation may provide. The books of the corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation. Election of directors need not be by written ballot unless the by-laws of the corporation so provide.
ARTICLE NINE
To the fullest extent permitted by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended, a director of this corporation shall not be liable to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director. Any repeal or modification of this ARTICLE NINE shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.
ARTICLE TEN
The corporation expressly elects not to be governed by Section 203 of the General Corporation Law of the State of Delaware.
ARTICLE ELEVEN
The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation in the manner now or hereafter
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prescribed herein and by the laws of the State of Delaware, and all rights conferred upon stockholders herein are granted subject to this reservation.
I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts stated herein are true, and accordingly have hereunto set my hand on the 4th day of August, 2004.
| Jamie E. Jedras |
| /s/ Jamie E. Jedras, Sole Incorporator |
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