Exhibit 3.3
Corporations Section P.O. Box 13697 Austin, Texas 78711-3697 |
| Carlos H. Cascos Secretary of State | ||
Office of the Secretary of State |
The undersigned, as Secretary of State of Texas, does hereby certify that the attached is a true and correct copy of each document on file in this office as described below:
Bayshore Industrial, LLC
Filing Number: 801708190
| Certificate of Conversion | December 27, 2012 |
In testimony whereof, I have hereunto signed my name officially and caused to be impressed hereon the Seal of State at my office in Austin, Texas on April 22, 2015.
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Carlos H. Cascos Secretary of State |
| Come visit us on the internet at http://www.sos.state.tx.us/ | ||||
| Phone: (512) 463-5555 | Fax: (512) 463-5709 | Dial: 7-1-1 for Relay Services | ||
| Prepared by: SOS-WEB | TID: 10266 | Document: 603108250005 | ||
Form 642 (Revised 05/11)
Return in duplicate to: Secretary of State P.O. Box 13697 Austin, TX 78711-3697 512 463-5555 FAX: 512 463-5709
Filing Fee: See instructions |
Certificate of Conversion of a Limited Partnership Converting to a Limited Liability Company | This space reserved for office use.
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Converting Entity Information
The name of the converting limited partnership is:
Bayshore Industrial, L.P.
| The jurisdiction of formation of the limited partnership is: | Texas |
| The date of formation of the limited partnership is: | 09/28/2004 |
| The file number, if any, issued to the limited partnership by the secretary of state is: | 800395368 |
Converted Entity Information
The limited partnership named above is converting to a limited liability company. The name of the limited liability company is:
Bayshore Industrial, LLC
| The limited liability company will be formed under the laws of: | Texas |
Plan of Conversion
| ☐ | The plan of conversion is attached. |
If the plan of conversion is not attached, the following section must be completed.
Alternative Statements
In lieu of providing the plan of conversion, the converting limited partnership certifies that:
1. A signed plan of conversion is on file at the principal place of business of the limited partnership, the converting entity. The address of the principal place of business of the limited partnership is:
| 1300 McCabe Road | LaPorte | TX | USA | 77571 | ||||
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| Street or Mailing Address | City | State | Country | Zip Code | ||||
2. A signed plan of conversion will be on file after the conversion at the principal place of business of the limited liability company, the converted entity. The address of the principal place of business of the limited liability company is:
| 1300 McCabe Road | LaPorte | TX | USA | 77571 | ||||
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| Street or Mailing Address | City | State | Country | Zip Code | ||||
3. A copy of the plan of conversion will be furnished on written request without cost by the converting entity before the conversion or by the converted entity after the conversion to any owner or member of the converting or converted entity.
| Form 642 | 4 |
TX156BOC - 06/10/2011 CT System Online
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Certificate of Formation for the Converted Entity
If the converted entity is a Texas limited liability company, the certificate of formation of the Texas limited liability company must be attached to this certificate either as an attachment or exhibit to the plan of conversion, or as an attachment or exhibit to this certificate of conversion if the plan has not been attached to the certificate of conversion.
Approval of the Plan of Conversion
The plan of conversion has been approved as required by the laws of the jurisdiction of formation and the governing documents of the converting entity.
Effectiveness of Filing(Select either A, B, or C.)
A. ☒ This document becomes effective when the document is accepted and filed by the secretary of state.
B. ☐ This document becomes effective at a later date, which is not more than ninety (90) days from the date of signing. The delayed effective date is:
C. ☐ This document takes effect upon the occurrence of the future event or fact, other than the passage of time. The 90th day after the date of signing is:
The following event or fact will cause the document to take effect in the manner described below:
Tax Certificate
| ☐ | Attached hereto is a certificate from the comptroller of public accounts that certifies that the converting entity is in good standing for purposes of conversion. |
| ☒ | In lieu of providing the tax certificate, the limited liability company as the converted entity is liable for the payment of any franchise taxes. |
Execution
The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument. The undersigned certifies that the statements contained herein are true and correct, and that the person signing is authorized under the provisions of the Business Organizations Code to execute the filing instrument.
| Date: | December 27, 2012 | |||||||
Bayshore Industrial GP, L.L.C. | ||||||||
| By: |
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| Signature of authorized person (see instructions) | ||||||||
David C. Minc, Vice President, General Counsel, and Secretary | ||||||||
| Printed or typed name of authorized person | ||||||||
| Form 642 | 5 |
TX156BOC - 06/10/2011 CT System Online
Form 205 (Revised 05/11)
Submit in duplicate to: Secretary of State P.O. Box 13697 Austin, TX 78711-3697 512 463-5555 FAX: 512 463-5709 Filing Fee: $300 |
Certificate of Formation Limited Liability Company | This space reserved for office use.
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Article 1 – Entity Name and Type
The filing entity being formed is a limited liability company. The name of the entity is:
Bayshore Industrial, LLC
The name must contain the words “limited liability company,” “limited company,” or an abbreviation of one of these phrases.
Article 2 – Registered Agent and Registered Office
(See instructions. Select and completeeither A or B and complete C.)
☒ A. The initial registered agent is an organization (cannot be entity named above) by the name of:
C T Corporation System
OR
☐ B. The initial registered agent is an individual resident of the state whose name is set forth below:
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| First Name | M.I. | Last Name | Suffix | |||
C. The business address of the registered agent and the registered office address is:
| 350 N. St. Paul Street Suite 2900 | Dallas | TX | 75201-4234 | |||
| Street Address | City | State | Zip Code |
Article 3—Governing Authority
(Select and complete either A or B and provide the name and address of each governing person.)
☐ A. The limited liability company will have managers. The name and address of each initial manager are set forth below.
☒ B. The limited liability company will not have managers. The company will be governed by its members, and the name and address of each initial member are set forth below.
| GOVERNING PERSON 1 | ||||||||
NAME (Enter the name of either an individual or an organization, but not both.)
IF INDIVIDUAL
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First Name OR IF ORGANIZATION | M.I. | Last Name | Suffix | |||||
Bayshore Industrial GP, L.L.C. | ||||||||
| Organization Name | ||||||||
ADDRESS
1300 McCabe Road | LaPorte | TX | USA | 77571 | ||||||
| Street or Mailing Address | City | State | Country | Zip Code | ||||||
| Form 205 | 4 |
TX060BOC - 06/09/2011 CT System Online
| GOVERNING PERSON 2 | ||||||||
| NAME (Enter the name of either an individual or an organization, but not both.) | ||||||||
| IF INDIVIDUAL | ||||||||
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| First Name | M.I. | Last Name | Suffix | |||||
| OR | ||||||||
| IF ORGANIZATION | ||||||||
Bayshore Industrial LP, L.L.C. | ||||||||
| Organization Name | ||||||||
| ADDRESS | ||||||||||
1300 McCabe Road | LaPorte | TX | USA | 77571 | ||||||
| Street or Mailing Address | City | State | Country | Zip Code | ||||||
| GOVERNING PERSON 3 | ||||||||
| NAME (Enter the name of either an individual or an organization, but not both.) | ||||||||
| IF INDIVIDUAL | ||||||||
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| First Name | M.I. | Last Name | Suffix | |||||
| OR | ||||||||
| IF ORGANIZATION | ||||||||
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| Organization Name | ||||||||
ADDRESS
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| Street or Mailing Address | City | State | Country | Zip Code | ||||||
Article 4 – Purpose
The purpose for which the company is formed is for the transaction of any and all lawful purposes for which a limited liability company may be organized under the Texas Business Organizations Code.
Supplemental Provisions/Information
Text Area: [The attached addendum, if any, is incorporated herein by reference.]
1. Bayshore Industrial, LLC is being formed pursuant to a plan of conversion.
2. Bayshore Industrial, LLC at 1300 McCabe Road, LaPorte, TX 77571, was formally known as Bayshore Industrial, L.P., formed on 09/28/2004 in the state of Texas.
| Form 205 | 5 |
TX060BOC - 06/09/2011 CT System Online
Organizer
The name and address of the organizer:
| David C. Minc | ||||||
| Name | ||||||
| 3550 West Market Street | Akron | OH | 44333 | |||
| Street or Mailing Address | City | State | Zip Code | |||
Effectiveness of Filing(Select either A, B, or C.)
A. ☒ This document becomes effective when the document is filed by the secretary of state.
B. ☐ This document becomes effective at a later date, which is not more than ninety (90) days from the date of signing. The delayed effective date is:
C. ☐ This document takes effect upon the occurrence of the future event or fact, other than the passage of time. The 90th day after the date of signing is:
The following event or fact will cause the document to take effect in the manner described below:
Execution
The undersigned affirms that the person designated as registered agent has consented to the appointment. The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized to execute the filing instrument.
| Date: | December 27, 2012 |
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| Signature of organizer |
David C. Minc |
| Printed or typed name of organizer |
Form 205 | 6 |
TX060BOC - 06/09/2011 CT System Online
| Form 509 | ||||
| (Revised 12/10) | ||||
Submit with relevant filing instrument. |
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| Consent to Use | ||||
| of Similar Name | ||||
| Filing Fee: None | ||||
| (1) | Bayshore Industrial GP, L.L.C. | |||
| Name of the entity or individual who holds the existing name on file with the secretary of state | ||||
| consents to the use of | ||||
| (2) | Bayshore Industrial, LLC | |||
| Proposed name | ||||
as the name of a filing entity or foreign filing entity in Texas for the purpose of submitting a filing instrument to the secretary of state. This consent does not authorize the use of the similar name in violation of a right of another under the Trademark Act of 1946, as amended (15 U.S.C. Section 1051 et seq.); Chapter 16 or 71, Business & Commerce Code; or common law.
| (3) | The undersigned certifies to being authorized by the holder of the existing name to give this consent. The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument. |
| Date: | December 27, 2012 |
| By: | Bayshore Industrial GP, L.L.C. | |
| Name of existing entity, if any (type or print) | ||
0800395370 | ||
| File number of existing entity, if any | ||
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| Signature of Authorized Person | ||
David C. Minc | ||
| Name of Authorized Person (type or print) | ||
Vice President, General Counsel and Secretary | ||
| Title of Authorized Person, if any (type or print) | ||
| Form 509 | 2 |
TX130 - 01/25/2011 CT System Online