Exhibit 3.8
B 244 1703
307078
ARTICLES OF INCORPORATION
OF
KELTY RADIATOR, INC.
The undersigned, all of whom are citizens of the United States, desiring to form a corporation, for profit, under the General Corporation Act of Ohio, do hereby certify:
1. The name of said corporation shall be Kelty Radiator, Inc.
2. The place in Ohio where its principal office is to be located is Strongsville, Cuyahoga County.
3. The purpose or purposes for which it is formed are: to engage in any commercial, industrial, and agricultural enterprise calculated or designed to be profitable to this corporation and in conformity with the laws of the State of Ohio, to generally engage in, do, and perform, any enterprise act, or vocation that a natural person might or could do or perform, except as may be prohibited to corporations by the laws of the State of Ohio; to engage in the manufacture, sale, purchase, importing, and exporting of merchandise and personal property of all manner and description, to act as agents for the purchase, sale and handling of goods, ware, and merchandise of any and all types and descriptions for the account of the corporation or as factor, agent, procurer, or otherwise for or on behalf of another; and to do all and everything necessary, suitable, and proper for the accomplishment of any of the purposes or the attainment of any of the objects or the furtherance or any of the powers hereinbefore set forth, either alone or in association with other corporations, firms, or individuals, and to do every other act or acts, thing or things, incidental or appurtenant to or growing out of or connected with the aforesaid objects or purposes or any part or parts thereof, provided the same be not inconsistent with the laws of the State of Ohio.
4. The maximum number of shares which the corporation is authorized to have outstanding, is five hundred ($500), all of one class, which shares shall have a par value of One Hundred Dollars ($100.00) each.
B 244 1704
5. The amount of capital with which the corporation will begin business is Five Hundred Dollars ($500.00).
IN WITNESS WHEREOF, we have hereunto subscribed our names this 19th day of December, 1951.
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/s/ James E. Kelty |
| James E. Kelty |
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/s/ J. J. Kelty |
| J. J. Kelty |
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/s/ Robert C. Smykal |
| Robert C. Smykal |
B 244 1705
APPOINTMENT OF STATUTORY RESIDENT AGENT
To The Secretary of State of the State of Ohio:
You are hereby notified that we, the undersigned, being the incorporators of Kelty Radiator, Inc., a corporation being organized under the laws of the State of Ohio, under and by virtue of certain Articles of Incorporation to which this notice is attached and with which this notice is submitted, do by these presents make, constitute and appoint Robert C. Smykal, a natural person, whose residence address is 15106 Drake Road, Cleveland 36, Cuyahoga County, Ohio, to be the statutory resident agent upon whom process, notice or demand against said Kelty Radiator, Inc. may be served.
IN WITNESS WHEREOF, We have hereunto subscribed our names this 19th day of December, 1961.
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/s/ James E. Kelty |
| James E. Kelty |
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/s/ J. J. Kelty |
| J. J. Kelty |
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/s/ Robert C. Smykal |
| Robert C. Smykal |
ACCEPTANCE OF APPOINTMENT AS STATUTORY RESIDENT AGENT
I, Robert C. Smykal, residing at 15106 Drake Road, Cleveland 36, Cuyahoga County, Ohio, hereby accept the foregoing appointment as statutory resident agent of Kelty Radiator, Inc., a corporation organized under the laws of the State of Ohio.
IN WITNESS WHEREOF, I have hereunto subscribed my name this 19th day of December, 1961.
B316 – 1310
CERTIFICATE OF AMENDMENT
To The Articles Of Incorporation Of
KELTY RADIATOR, INC.
An Ohio Corporation
Robert Smykal, President, and Ronald J. Musel, Secretary of Kelty Radiator, Inc., an Ohio corporation, with its principal office located at Strongsville, Ohio, do hereby certify that a meeting of the holders of stock of said corporation entitling them to vote on the proposal to amend the Articles of Incorporation thereof, as contained in the following resolution, was duly called and held on the 2nd day of July, 1963, at which meeting all of said shareholders were present in person, and that by an affirmative vote of all of the shareholders representing all of the shares of the corporation, the following resolution was adopted to amend the Articles so as to change the corporation’s name:
The Articles of Incorporation of Kelty Radiator, Inc., be amended and the name of the corporation be changed Durox Equipment Company.
IN WITNESS WHEREOF, said Robert Smykal, President, and Ronald J. Musel, Secretary, of Kelty Radiator, Incorporated, acting for and in behalf of said corporation, have hereunto subscribed their names this day of , 1963.
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| KELTY RADIATOR, INC. |
| An Ohio Corporation |
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| By | | /s/ Robert C. Smykal |
| | Robert C. Smykal, President |
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| By | | /s/ Ronald J. Musel |
| | Ronald J. Musel |
B316-1311
July 11, 1963
Secretary of State
State House
Columbus, Ohio
Gentlemen:
On July 2, 1963, The Board of Directors of The Durox Company, an Ohio Corporation, passed the following resolution:
Resolved that The Durox company gives its consent to Kelty Radiator, Incorporated, an Ohio Corporation, to use the name, “Durox”, so the Kelty Radiator, Incorporated, may hereafter be known as “Durox Equipment Company.”
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| Very truly yours, |
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| THE DUROX COMPANY |
| An Ohio Corporation |
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| By | | /s/ Robert C. Smykal |
| | Robert Smykal |
| | President |
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| By | | /s/ Marvin Sorin |
| | Assistant Secretary |
Change of Address of Statutory Agent
For Ohio Corporations
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| The address of | | Robert C. Smykal | | , | | the statutory agent for | | |
| | (Name or Agent) | | | | | | |
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Durox Equipment Company | | , | | has been changed from | | 15186 Drake Rd. |
| (Name or Corporation) | | | | | | (Old Street Address) |
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Cleveland, Ohio | | , | | | | , | | Cuyahoga | | County, Ohio |
| | | | (City or Village) | | | | | | |
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44136 | | , | | to | | 12351 Prospect Rd. | | , | | Strongsville |
| (Zip Code) | | | | | | (New Street Address) | | | | (City or Village) |
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Cuyahoga | | County, Ohio | | 54136 | | |
| | | | (Zip Code) | | |
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Durox Equipment Co., Inc. |
| (Name of Corporation) |
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| Date:August 8, 1983 | | | | By | | /s/ Marvin Sorin |
| | | | | | Marvin Sorin |
| | | | Title | | Secretary |
Instructions
| 1) | A change of address of statutory agent must be signed by the chairman of the board, the president, a vice president, the secretary or assistant secretary, R.C. 1701.07(L), 1702.06(K). |
| 2) | The agent’s complete street address must be given; a post office box number is not acceptable, R.C. 1701.07(C), 1702.06(C). |
| 3) | The filing fee for a change of address of statutory agent is $3.00. R.C. 1701.07(M), 1702.06(L) |
Form C AGA April, 1980
Prescribed by Secretary of State Anthony J. Celebrazzo, Jr.
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ANTHONY J. , JR. Secretary of State | | 307098 | | Approved by Date10-4-89 |
| | | | Fee $35.00 |
CERTIFICATE OF AMENDMENT
(BY SHAREHOLDERS) TO THE ARTICLES OF INCORPORATION OF DUROX EQUIPMENT COMPANY |
| (Name of Corporation) |
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| ROBERT C. SMYKAL | | who is | | ( ) (X) ( ) | | Chairman of the Board President (check one) Vice President |
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| and MARVIN SORING | | who is | | (X) ( ) | | Secretary (check one) Assistant Secretary |
of the above named Ohio corporation for profit with its principal location atSTRONGSVILLE,Ohio do hereby certify that: (check the appropriate box and complete the appropriate statements) |
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| | a meeting of the shareholders was duly called and held onSEPTEMBER 27,1989, at which meeting a quorum of the shareholders was present in person or by proxy, and by the affirmative vote of the holders of shares entitling them to exercise100% of the voting power of the corporation, in a writing signed by all of the shareholders who would be entitled to a notice of a meeting held for that purpose, |
the following resolution was adopted to amend the articles:
THE NAME OF THE COMPANY SHALL BE CHANGED FROM DUROX
EQUIPMENT COMPANY TO DUROX COMPANY
IN WITNESS WHEREOF, the above named officers, acting for and on behalf of the corporation, have subscribed their names his2ND day ofOCTOBER, 19.
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X X | | /s/ Robert Smykal (Chairman, President or Vice President) /s/ Marvin Soring, Secretary (Secretary or Assistant Secretary) |
| _TC: | Ohio law does not permit one officer to sign in two capacities. Two separate signatures are required, even if this necessitates the election of a second officer before the filing can be made. |
| | | | |
 | | Form 521 Prescribed by the: OHIO SECRETARY OF STATE Central Ohio: (614)466-3910 Toll Free:(877) SOS-FILE(767-3453) www.sos.State.oh.us Busserv@sos.state.oh.us | | Expedite this Form: (Select One) |
| | | Mail form to one of the following: |
| | | ☐ Expedite PO Box 1390 Columbus, OH 43216 |
| | | ***Requires an additional fee of $100*** |
| | | PO Box 788 ☐ Non Expedite Columbus, OH 43216 |
STATUTORY AGENT UPDATE
Filing Fee: $25
(CHECK ONLY ONE (1) BOX)
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(1) Subsequent Appointment of Agent ☒ Corp(165-AGS) ☐ LP(165-AGS) ☐ LLC(171-LSA) | | (2) Change of Address of an Agent ☐ Corp(145-AGA) ☐ LP(145-AGA) ☐ LLC(144-LAD) | | (3) �� Resignation of Agent ☐ Corp(165-AGR) ☐ LP(155-AGR) ☐ LLC(153-LAG) ☐ Partnership (155-AGR) |
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Name of Entity DUROX COMPANY Charter, License or Registration No. 307098 Name of Current Agent ROBERT C SMYKAL Address of Current Agent 12351 PROSPECT RD Mailing Address STRONGSVILLE OHIO 44136 City State Zip Code |
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| Complete the Information in this section if box (1) is checked | | |
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Name and Address of New Agent | | CSC- Lawyers Incorporating Service (Corporation Service Company) Name of Agent 50 West Broad Street, Suite 1800 Mailing Address Columbus Ohio 43215 City State Zip Code | | |
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| Complete the Information in this section if box (1) is checked and business is an Ohio entity |
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ACCEPTANCE OF APPOINTMENT FOR DOMESTIC ENTITY’S AGENT The UndersignedCSC- Lawyers Incorporating Service (Corporation Service Company), named herein as the Name of Agent Statutory agent for, DUROX COMPANY, hereby acknowledges Name of Business Entity and accepts the appointment of statutory agent for said entity. CSC- Lawyers Incorporating Service (Corporation Service Company) Signature:By:/s/ Jeanine Reynolds, Asst. Vice President Statutory Agent ☐ If the agent is an Individual using a P.O. Box, the agent must check this box to confirm that the agent is an Ohio resident. |
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Complete the Information in this section if box (2) is checked |
| New Address of Agent | | | | | | |
| | | Mailing Address | | | | |
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| | | | | Ohio | | |
| | | City | | State | | Zip Code |
☐ If the agent is an individual using a P.O. Box, check this box to confirm that the agent is an Ohio resident. |
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Complete the Information in this section if box (3) is checked |
The agent of record for the entity identified on page 1 resigns as statutory agent. Current or last known address of the entity’s principal office where a copy of this Resignation of Agent was sent as of the date of filing or prior to the date filed. |
Mailing Address | | | | |
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| | Ohio | | |
City | | State | | Zip Code |
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| By signing and submitting this form to the Ohio Secretary of State, the undersigned hereby certifies that he or she has the requisite authority to execute this document. |
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REQUIRED Must be authenticated (signed) by an
authorized representative (See Instructions) | | /s/David M. Seitz Authorized Representative David M. Seitz, V.P. Print Name Authorized Representative Print Name | | Date Date |
