Exhibit 3.13
CERTIFICATE OF INCORPORATION
OF
HQ1 ACQUISITION CO.
Pursuant to § 102 of the General Corporation Law
of the State of Delaware
FIRST: The name of the corporation is HQ1 Acquisition Co. (the “Corporation”).
SECOND: The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.
THIRD: The purpose of the Corporation 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.
FOURTH: The total number of shares of stock which the Corporation is authorized to issue is 5,000 shares, divided into two classes of which 2,500 shares of par value $0.01 per share shall be designated common stock and 2,500 shares of par value $0.01 per share shall be designated preferred stock (“Preferred Stock”).
The board of directors is expressly authorized to provide for the issuance of all or any shares of Preferred Stock in one or more classes or series, and to fix for each such class or series such voting powers full or limited, or no voting powers, and such distinctive designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof (including with respect to the transferability thereof), as shall be stated and expressed in the resolution or resolutions adopted by the board of directors
providing for the issuance of such class or series and as may be permitted by the General Corporation Law of Delaware.
FIFTH: The business and affairs of the Corporation shall be managed by or under the direction of the board of directors, and the directors need not be elected by ballot unless required by the by-laws of the Corporation.
SIXTH: In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the board of directors is expressly authorized to adopt, amend and repeal the bylaws.
SEVENTH: A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. If the General Corporation Law of the State of Delaware is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended. Any repeal or modification of this provision shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.
EIGHTH: The Corporation reserves the right to amend and repeal any provision contained in this Certificate of Incorporation in the manner from time to time prescribed by the laws of the State of Delaware. All rights herein conferred are granted subject to this reservation.
NINTH: The name and mailing address of the incorporator is as follows:
| Name | Mailing Address | |
| Randi Neihaus | Fried, Frank, Harris, Shriver & Jacobson LLP | |
One New York Plaza New York, New York 10004-1980 | ||
I, the undersigned, for the purpose of forming a Corporation under the laws of the State of Delaware do make, file and record this Certificate of Incorporation, and, accordingly, have hereto set my hand this 18th day of December, 2009.
/s/ Randi Neihaus |
| Randi Neihaus, Incorporator |
CERTIFICATE
OF AMENDMENT OF CERTIFICATE OF INCORPORATION
OF HQ1 ACQUISITION CO.
HQ1 Acquisition Co., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”) does hereby certify:
FIRST: The Certificate of Incorporation of the Corporation is hereby amended by inserting the following sentence after the first sentence of Article FOURTH thereof:
“The Corporation is not authorized to issue any non-voting equity securities.”
SECOND: That said amendment was duly adopted in accordance with the provisions of Section 242 and Section 228 (by written consent of the stockholders of the Corporation) of the General Corporation Law of the State of Delaware.
[Signature page follows]
IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 7th day of May, 2010.
| HQ1 ACQUISITION CO. | ||
| By: | /s/ Sean M. Stack | |
Name: Sean M. Stack Title: President | ||
CERTIFICATE
OF AMENDMENT OF CERTIFICATE OF INCORPORATION
OF HQ1 ACQUISITION CO.
May 26, 2010
HQ1 Acquisition Co., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”) does hereby certify:
FIRST: The Certificate of Incorporation of the Corporation is hereby amended by deleting Article FIRST thereof in its entirety and inserting the following in lieu thereof:
“FIRST. The name of the Corporation is Aleris Ohio Management, Inc.”
SECOND: That said amendment was duly adopted in accordance with the provisions of Section 242 and Section 228 (by written consent of the stockholders of the Corporation) of the General Corporation Law of the State of Delaware.
THIRD: This Certificate of Amendment is effective as of 1:05 p.m. eastern daylight time on June 1, 2010.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Certificate of Incorporation on the date first written above.
| HQl Acquisition Co. | ||
| By: | /s/ Sean M. Stack | |
| Name: | Sean M. Stack | |
| Title: | President | |
Aleris Ohio Management, LLC
25825 Science Park Drive, Suite 400
Beachwood, OH 44122
Aleris Ohio Management, LLC, a limited liability company organized under the laws of the State of Delaware hereby consents to the certificate of amendment to certificate of incorporation of HQl Acquisition Co, to change the name of “HQl Acquisition Co,” to “Aleris Ohio Management, Inc.”, in the State of Delaware.
IN WITNESS WHEREOF, said Aleris Ohio Management, LLC, has caused this consent to be executed by its Authorized Person this 26th day of May 2010.
| Aleris Ohio Management, LLC |
/s/ Christopher R. Clegg |
| By: Christopher R. Clegg |
| Title: Authorized Person |
CERTIFICATE OF MERGER
FOR THE MERGER OF
Aleris Ohio Management, LLC
INTO
HQ1 Acquisition Co.
Pursuant to Section 264 of the
General Corporation Law of the State of Delaware and
Section 18-209 of the Delaware Limited Liability Company Act
On this 1st day of June, 2010, the undersigned corporation, organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:
FIRST: That the name and jurisdiction of domicile, formation or organization of each of the constituent entities in the merger is as follows:
| Name | State of Organization | |
Aleris Ohio Management, LLC HQ1 Acquisition Co, | Delaware Delaware |
SECOND: That an Agreement and Plan of Merger dated June 1, 2010 between Aleris Ohio Management, LLC and HQ1 Acquisition Co. (the “Merger Agreement”) has been approved, adopted, certified, executed and acknowledged by each of the constituent entities in accordance with the requirements of Section 264(c) of the General Corporation Law of the State of Delaware (“DGCL”), Section 18-209(b) of the Delaware Limited Liability Company Act, and, with respect to HQ1 Acquisition Co., Section 228 of the DGCL.
THIRD: That the name of the surviving corporation of the merger is HQ1 Acquisition Co. (the “Surviving Corporation”).
FOURTH: The Certificate of Incorporation of HQ1 Acquisition Co. as in effect immediately prior to the merger shall be the Certificate of Incorporation of the Surviving Corporation.
FIFTH: That the merger is to become effective as of 1:00 p.m. eastern Daylight time on June 1, 2010.
SIXTH: That the executed Merger Agreement is on file at an office and place of business of the Surviving Corporation. The address of such office is: 25825 Science Park Drive, Suite 400, Beachwood, Ohio, 44122.
SEVENTH: That a copy of the Merger Agreement will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of the corporation or any member of the limited liability company.
[Signature Page Follows]
IN WITNESS WHEREOF, HQ1 Acquisition Co. has caused this Certificate of Merger to be executed by its duly authorized officer on the date first written above.
| HQ1 Acquisition Co. | ||
| By: | /s/ Sean M. Stack | |
Name: Sean M. Stack Title: President | ||
CERTIFICATE OF MERGER
FOR THE MERGER OF
IMCO MANAGEMENT, LLC, a Texas limited liability company
INTO
HQ1 ACQUISITION CO., a Delaware corporation
Pursuant to Section 264 of the
General Corporation Law of the State of Delaware and
Chapter 10 of the Texas Business Organizations Code
June 1, 2010
The undersigned corporation, organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:
FIRST: That the name and jurisdiction of domicile, formation or organization of each of the constituent entities in the merger is as follows:
| Name | State of Organization | |
IMCO Management, LLC | Texas | |
HQ1 Acquisition Co. | Delaware |
SECOND: That an Agreement and Plan of Merger dated June 1, 2010 between IMCO Management, LLC and HQ1 Acquisition Co. (the “Merger Agreement”) has been approved, adopted, certified, executed and acknowledged by each of the constituent entities in accordance with the requirements of Section 264(c) of the General Corporation Law of the State of Delaware (“DGCL”), Chapter 10 of the Texas Business Organizations Code, and, with respect to HQ1 Acquisition Co., Section 228 of the DGCL.
THIRD: That the name of the surviving corporation of the merger is HQ1 Acquisition Co. (the “Surviving Corporation”) and the Surviving Corporation shall be governed by the laws of the State of Delaware.
FOURTH: The Certificate of Incorporation of HQ1 Acquisition Co., as in effect immediately prior to the merger, shall be the Certificate of Incorporation of the Surviving Corporation.
FIFTH: That the merger is to become effective 1:01 p.m., Eastern Daylight Time, June 1, 2010.
SIXTH: That the executed Merger Agreement is on file at an office and place of business of the Surviving Corporation. The address of such office is: 25825 Science Park Drive, Suite 400, Beachwood, Ohio, 44122.
SEVENTH: That a copy of the Merger Agreement will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of the Surviving Corporation or any member of IMCO Management, LLC.
[Signature Page Follows]
IN WITNESS WHEREOF, HQl Acquisition Co. has caused this Certificate of Merger to be executed by its duly authorized officer as of the date first written above.
| HQl ACQUISITION CO. | ||
| By: | /s/ Sean M. Stack | |
Name: Sean M. Stack Title: President | ||