Exhibit 3.5
COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
OCTOBER 5, 2012
TO ALL WHOM THESE PRESENTS SHALL COME, GREETING:
TURRET STEEL INDUSTRIES, INC.
I, Carol Aichele, Secretary of the Commonwealth of Pennsylvania do hereby certify that the foregoing and annexed is a true and correct copy of
| 1 | ARTICLES OF INCORPORATION filed on May 27, 1999 |
| 2 | ARTICLES MERGER/CONSOLIDATION-ALL TYPES filed on March 30, 2001 |
| 3 | ARTICLES OF AMENDMENT-BUSINESS filed on March 30, 2001 |
| 4 | CHANGE OF REGISTERED OFFICE - Domestic filed on October 29, 2009 |
| 5 | CHANGE OF REGISTERED OFFICE - Domestic filed on March 8, 2012 |
which appear of record in this department.
 | IN TESTIMONY WHEREOF, I have hereunto set my hand and caused the Seal of the Secretary’s Office to be affixed, the day and year above written.
| |
 | ||
| Secretary of the Commonwealth | ||
Certification Number: 10606282-1
Verify this certificate online athttp://www.corporations.state.pa.us/corp/soskb/verify.asp
Microfilm Number9940-554 Filed with the Department of State onMay 27, 1999
| Entity Number2879741 | /s/signature | |||||
| Secretary of the Commonwealth |
ARTICLES OF INCORPORATION-FOR PROFIT
OF
TURRET INDUSTRIES, INC.
Name of Corporation
A TYPE OF CORPORATION INDICATED BELOW
Indicate type of domestic corporation:
x Business-Stock (15 Pa.C.S. ‘ 1306) | ¨ Management (15 Pa.C.S. ‘ 2702 | |
¨ Business-nonstock (15 Pa.C.S. ‘2102) | ¨ Professional (15 Pa.C.S. ‘ 2903) | |
¨ Business-statutory close (15 Pa.C.S. ‘ 2309) | ¨ Insurance (15 Pa.C.S. ‘ 3107) | |
¨ Cooperative (15 Pa.C.S. ‘ 7102) | ||
DSCB:15-1306/2102/2303/2702/2903/3101/7102A (Rev 91)
In Compliance with the requirements of the applicable provisions of 16 Pa.C.S.(relating to corporations and unincorporated associations) the undersigned, desiring to incorporate a corporation for profit hereby, state(s) that
| 1. | The name of the corporation is:TURRET INDUSTRIES, INC. |
| 2. | The (a) address of this corporation’s initial registered office in this Commonwealth or (b) name of its commercial registered office provider and the count of venue is: |
| (a) | LEETSDALE INDUSTRIAL PARK P.O. BOX 55 | LETTSDALE | PENNSYLVANIA | 16056 | A LLEGHENY | |||||
| Number and Street | City | State | Zip | County | ||||||
| (b) | c/o | |||||||||
| Name of Commercial Registered Office Provider | County | |||||||||
For a corporation represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the corporation I located for venue and official publication purposes.
| 3. | The corporation is incorporated under the provisions of the Business Corporation Law of 1988. |
| 4. | The aggregate number of shares authorized is 1,000 SHARES, PAR VALUE PER SHARE (other provisions, if any, attach 8-1/2x11 sheet) |
| 5. | The name and address, including number and street, if any, of each incorporator is: |
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Microfilm Number9940-555 Filed with the Department of State onMay 27, 1999
| Entity Number2879741 | /s/signature | |||||
| Secretary of the Commonwealth |
| Name | Address | |||
RALPH F.MANNING, ESQUIRE | C/O TUCKER ARENSBERG, P.C. 1500 ONE PPEG PLACE, PITTSBURGH, PA 15222
|
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Microfilm Number9940-556 Filed with the Department of State onMay 27, 1999
| Entity Number2879741 | /s/signature | |||||
| Secretary of the Commonwealth |
| 6. | The specified effective date, if any is: |
Month day year hour, if any
| 7. | Additional provisions of the Articles, if any, attach an 8-1/2 x11 sheet, |
IN TESTIMONY WHEREOF, the incorporator(s) has (have)signed theseArticles o Incorporation this 27th day of MAY 1999.
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Microfilm Number9940-557 Filed with the Department of State onMay 27, 1999
| Entity Number2879741 | /s/signature | |||||
| Secretary of the Commonwealth |
ARTICLES OF MERGER - DOMESTIC BUSINESS CORPORATION
DSCB:15.1926 (Rev 90)
In compliance with the requirements of 15 Pa.C.S. § 1926 (relating to articles of merger or consolidation), the undersigned business corporations, desiring to effect a merger, hereby state that:
| 1. | The name of the corporation surviving the merger is: TURRET INDUSTRIES INC. |
| 2. | (Check and complete one of the following): |
| x | The surviving corporation is a domestic business corporation and the (a) address of its current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department): | |||||||||
| (a) | LEETSDALE INDUSTRIAL PARK P.O. BOX 55 | LETTSDALE | PENNSYLVANIA | 15056 | A LLEGHENY | |||||
| Number and Street | City | State | Zip | County | ||||||
| (b) | c/o | |||||||||
| Name of Commercial Registered Office Provider | County | |||||||||
For a corporation represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the corporation Is located for venue and official publication purposes.
| ¨ | The surviving corporation is a qualified foreign business corporation incorporated under the laws of and the (a) address of its current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department): | |||||||||
| (a) | ||||||||||
| Number and Street | City | State | Zip | County | ||||||
| (b) | c/o | |||||||||
| Name of Commercial Registered Office Provider | County | |||||||||
For a corporation represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the corporation is located for venue and official publication purposes.
| ¨ | The surviving corporation is a nonqualified foreign business corporation incorporated under the laws of �� and the address of its principal office under the laws of such domiciliary jurisdiction is:
| |||||||||
| Number and Street | City | State | Zip | County | ||||||
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Microfilm Number9940-558 Filed with the Department of State onMay 27, 1999
| Entity Number2879741 | /s/signature | |||||
| Secretary of the Commonwealth |
3. The name and the address of the registered office In this Commonwealth or name of its commercial registered office provider and the county of venue of each other domestic business corporation and qualified foreign business oorporatton which is a party to the plan of merger are as follows:
| Name of Corporation | Address of Registered Office or Name of Commercial Registered Office Provider | County | ||
| TURRET STEEL CORP. | THIRD & WASHINGTON STS., LEETSDALE, PA 15056 | ALLEGHENY | ||
4. (Check, and if appropriate complete one of the following):
| ¨ | The plan of merger shall be effective upon filing these Articles of Amendment in the Department of State. | |||||
| x | The plan of merger shall be effective on: | MARCH 31, 2001 | at | |||
| Date | Hour | |||||
5. The manner in which the plan of merger was adopted by each domestic corporation is as follows:
| Name of Corporation | Manner of Adoption | |
| TURRET INDUSTRIES, INC. | Adopted by the directors and shareholders pursuant to 15 Pa.C.S. § 1924(a). | |
| TURRET STEEL CORP. | Adopted by the ‘directors and shareholders pursuant to 15 Pa.C.S. § 1924(a). | |
6. STRICKEN.
7. (Check, and if appropriate complete, one of the following):
| ¨ | The plan of merger is set forth in full in Exhibit A attached hereto and made a part hereof. |
| x | Pursuant to 15 Pa.C.S, § 1901 (relating to omission of certain provisions from filed plans) the provisions, if any, of the plan of merger tha•amend or constitute the operative Articles of Incorporation of the surviving corporation as in effect subsequent to the effective date of the plan are set forth in full in Exhibit A attached hereto and made a part hereof, The full text of the plan of merger is on file at the principal place of business of the surviving corporation, the address of which is: |
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Microfilm Number9940-559 Filed with the Department of State onMay 27, 1999
| Entity Number2879741 | /s/signature | |||||
| Secretary of the Commonwealth |
LEETSDALE INDUSTRIAL PARK, P.O.BOX 55 | LEETSDALE | PENNSYLVANIA | 15056 | ALLEGHENY | ||||
| Number and Street | City | State | Zip | County |
IN TESTIMONY WHEREOF, the undersigned corporation or each undersigned corporation has caused these Articles of Merger to be executed as of the 30th day of March, 2001.
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Microfilm Number200127-468 Filed with the Department of State onMay 27, 1999
| Entity Number2879741 | /s/signature illegible | |||||
| Secretary of the Commonwealth |
ARTICLES OF AMENDMENT—DOMESTIC BUSINESS CORPORATION
DSCB:15-1915 (Rev 90)
In compliance with the requirements of 15 Pa.C.S, § 1915 (relating to articlesof amendment),the undersigned business corporation, desiring to amend its Articles, hereby states that:
1. The name of the corporation is:TURRET INDUSTRIES INC.
| 2. | The (a) address of this corporation’s initial registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department): | |||||||||
| (a) | LEETSDALE INDUSTRIAL PARK P.O. BOX 55 | LETTSDALE | PENNSYLVA NIA | 15056 | A LLEGHENY | |||||
| Number and Street | City | State | Zip | County | ||||||
| (b) | c/o | |||||||||
| Name of Commercial Registered Office Provider | County | |||||||||
For a corporation represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the corporation is located for venue and official publication purposes.
| 3. | The statute by or under which it was incorporated is:PENNSYLVANIA BUSINESS CORPORATION LAW OF 1988, AS AMENDED |
| 4. | The date of its incorporation or other organization is:5/27/99 |
| 5. | (Check, and If appropriate complete, one of the following): |
| ¨ | The amendment shall be effective upon filing these Articles of Amendment in the Department of State. | |||||
| x | The amendment shall be effective on: | MARCH 31, 2001 | At 11:59 p.m. | |||
| Date | Hour | |||||
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Microfilm Number200127-469 Filed with the Department of State onMay 27, 1999
| Entity Number2879741 | /s/signature illegible | |||||
| Secretary of the Commonwealth |
| 6. | (Check one of the following): |
| ¨ | The amendment was adopted by the shareholders (or members) pursuant to 15 Pa.C.S. § 1914(a) and (b). |
| x | The amendment was adopted by the board of directors pursuant to 15 Pa.C.S. § 1914(c). |
| 7. | (Check,and if appropriate complete, one of the following): |
| ¨ | The amendment adopted by the corporation, set forth in full, is as follows: |
| ARTICLE ONE OF THE CORPORATION ‘S ARTICLES OF INCORPORATION SHALL BE AMENDED TO READ AS FOLLOWS IN ITS ENTIRETY: |
| THE NAME OF THE CORPORATION IS TURRET STEEL INDUSTRIES INC. |
| x | The amendment adopted by the corporation is set forth in full in Exhibit A attached hereto and made a part hereof. |
| 8. | Check if the amendment restates the Articles, |
| ¨ | The restated Articles of Incorporation supersede the original Articles and all amendments thereto. |
IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be executed as of the 31144tday of March, 2001.
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Entity #: 2879741 Date Filed: 10/29/2009 Pedro A. Cortés Secretary of the Commonwealth |
PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU
| Statement of Change of Registered Office (15 Pa.C.S.) | ||
| Entity Number | X Domestic Business Corporation (§ 1507) | |
| 2879741 | Foreign Business Corporation (§ 4144) | |
Domestic Nonprofit Corporation (§ 5507) | ||
Foreign Nonprofit Corporation (§ 6144) | ||
Domestic Limited Partnership (§ 8506) | ||
Name | Document will be returned to the name and address you enter to the left. | |||||||||
Eileen R. Jordon c/o Houston Harbaugh, P.C. | ||||||||||
| Address | ||||||||||
401 Liberty Avenue, 2200 Three Gateway Center | Ü | |||||||||
| City | State | Zip Code | ||||||||
| Pittsburg | Pennsylvania | 15222 | ||||||||
| ||||||||||
Fee: $70
In compliance with the requirements of the applicable provisions of 15 Pa.C.S. (relating to corporations and unincorporated associations), the undersigned corporation or limited partnership, desiring to effect a change of registered office, hereby states that:
| 1. The name is: |
Turret Steel Industries, Inc. |
2. The (a) address of its initial registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is:
| ||||||||||||
| (a) Number and street | City | State | Zip | County | ||||||||
| Leetsdale Industrial Park, P.O. Box 55 | Leetsdale | Pennsylvania | 15056 | Allegheny | ||||||||
| ||||||||||||
| (b) Name of Commercial Registered Officer Provider | County | |||||||||||
| c/o | ||||||||||||
| ||||||||||||
3.Complete part (a) or (b):
| ||||||||||||
| (a) The address to which the registered office of the corporation or limited partnership in this Commonwealth is to be changed is: | ||||||||||||
| 105 Pine Street | Imperial | Pennyslvania | 15126-1142 | Allegheny | ||||||||
| ||||||||||||
| Number and Street | City | State | Zip | County | ||||||||
| (b) The registered office of the corporation or limited partnership shall be provided by:PA DEPT. OF STATE | ||||||||||||
| c/o | ||||||||||||
| ||||||||||||
| Name of Commercial Registered Office Provider | County | OCT 29 2009 | ||||||||||
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4.Strike out if a limited partnership:
Such change was authorized by the Board of Directors of the corporation.
|
IN TESTIMONY WHEREOF, the undersigned has caused this Application for Registration to be signed by a duly authorized officer thereof this
20th day of October ,2009. |
TURRET STEEL INDUSTRIES, INC. |
| Name of Corporation/Limited Partnership |
/s/ Phillip B. Holmes, Vice President |
| Signature |
/s/ Phillip B. Holmes, Vice President |
Title
|
Certification #: 10606282-1
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Entity #: 2879741 Date Filed: 02/08/2012 Carol Aichele Secretary of the Commonwealth |
PENNSYLVANIA DEPARTMENT OF STATE CORPORATION BUREAU
| ||||||||||||||||||
| Statement of Change of Registered Office (15 Pa.C.S.) | ||||||||||||||||||
Entity Number 2879741 | X Domestic Business Corporation (§ 1507) | |||||||||||||||||
| Foreign Business Corporation (§ 4144) | ||||||||||||||||||
| Domestic Nonprofit Corporation (§ 5507) | ||||||||||||||||||
| Foreign Nonprofit Corporation (§ 6144) | ||||||||||||||||||
| Domestic Limited Partnership (§ 8506) | ||||||||||||||||||
Name
|  | |||||||||||||||||
| ||||||||||||||||||
Address
| CT - COUNTER | |||||||||||||||||
| ||||||||||||||||||
| City | State Zip Code | |||||||||||||||||
8411013-SUPA 1 | ||||||||||||||||||
|
| |||||||||||||||||
Fee: $70
In compliance with the requirements of the applicable provisions of 15 Pa.C.S. (relating to corporations and unincorporated associations), the undersigned corporation or limited partnership, desiring to effect a change of registered office, hereby states that:
| 1. The name is: | ||||||||||
Turret Steel Industries, Inc. | ||||||||||
| ||||||||||
| 2. The (a) address of its initial registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is: | ||||||||||
| (a) Number and street | City | State | Zip | County | ||||||
| 105 PINE STREET | IMPERIAL | PA | 15126 | ALLEGHENY | ||||||
| ||||||||||
(b) Name of Commercial Registered Officer Provider | County | |||||||||
| ||||||||||
| 3. | Complete part (a) or (b): | |||||||||
(a) The address to which the registered office of the corporation or limited partnership in this Commonwealth is to be changed is: | ||||||||||
| ||||||||||
| Number and Street | City | State | Zip | County | ||||||
| (b) The registered office of the corporation or limited partnership shall be provided by: | ||||||||||
| c/o CT Corporation System | Dauphin | |||||||||
| ||||||||||
Name of Commercial Registered Office Provider
| County
| |||||||||
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| 4. | Strike out if a limited partnership: | |||||||||
Such change was authorized by the Board of Directors of the corporation.
| ||||||||||
| IN TESTIMONY WHEREOF, the undersigned has caused this Application for Registration to be signed by a duly authorized officer thereof this | ||
| 8th day of March ,2012. | ||
Turret Steel Industries, Inc. | ||
| Name of Corporation/Limited Partnership | ||
/s/ Sally A. Ward | ||
| Signature | ||
/s/ Sally A. Ward, Assistant Secretary | ||
Title
| ||
Certification #: 10606282-1
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