EXHIBIT 3.33
ARTICLES OF INCORPORATION
OF
CARDINAL PACKAGING, INC.
ARTICLE I
The name of the Corporation shall be CARDINAL PACKAGING, INC.
ARTICLE II
The place in Ohio where the principal office of the Corporation is
to be located is Akron, Summit County.
ARTICLE III
The Corporation is formed for the purposes of developing,
manufacturing, servicing, repairing, treating, finishing, buying, selling and
generally dealing in, in every manner, materials, articles and products of every
kind and description, performing services of every kind and description,
holding, leasing and mortgaging and dealing, in every manner, in all real and
personal property and doing all things necessary or incidental to the foregoing
purposes.
The Corporation reserves the right at any time and from time to time
to substantially change its purposes in any manner now or hereafter permitted by
statute. Any change of the purposes of the Corporation, authorized or approved
by the holders of shares entitled to exercise the proportion of the voting power
of the Corporation now or hereafter required by the statute or by the Articles
of Incorporation of the Corporation for such authorization or approvals shall be
binding and conclusive upon every shareholder of the Corporation, as fully as if
such shareholder had voted therefor; and no shareholder, notwithstanding that he
may have voted against such change of purposes or may have objected in writing
thereto, shall be entitled to payment of the fair cash value of his shares.
ARTICLE IV
The number of shares which the Corporation is authorized to have
outstanding is 750 shares of Common Stock, without par value (hereinafter called
"Common Stock"). Each share of Common Stock shall be equal to every other share
of Common Stock. The holders of shares of Common Stock shall be entitled to one
vote for each share of such stock upon all matter presented to the shareholders.
ARTICLE V
Except as otherwise expressly provided herein, no shareholder of the
Corporation shall by reason of his holding shares of any class have any
pre-emptive or preferential right to purchase or subscribe to any share of any
class of the Corporation, now or hereafter authorized, or any note, debenture,
bond or other security convertible into or carrying options or warrants to
purchase shares of any class, now or hereafter authorized, whether or not the
issuance of any such share, or such note, debenture, bond or other security,
would adversely affect the dividends or voting rights of such shareholder, and
the Board of Directors may issue shares of any class of the Corporation, or any
note, debenture, bond or other security convertible into or carrying options or
warrants to purchase shares of any class, without offering any such share of any
class, either in whole or in part, to the existing shareholders of any class;
provided, however, that the Board of Directors may, in its discretion, grant
such preferential subscription rights at such price and upon such other terms
and conditions as it may determine.
ARTICLE VI
The Corporation may from time to time pursuant to authorization by
the Board of Directors and without action by the shareholders, purchase or
otherwise acquire shares of the Corporation of any class or series in such
manner, upon such terms and in such amounts as the Directors shall determine,
subject, however, to such provisions, limitations and restrictions, if any,
relating to the purchase or acquisition of shares of the Corporation as shall be
contained in the express terms of the class or series of shares of the
Corporation being purchased or acquired or in the express terms of any other
class or series of shares or other securities of the Corporation outstanding at
the time of such purchase or acquisition.
ARTICLE VII
The amount of capital with which the Corporation will begin business
is not less than Five Hundred Dollars ($500.00).
ARTICLE VIII
A Director or officer of the Corporation shall not be disqualified
from dealing or contracting with the Corporation as vendor, purchaser, employee,
agent or otherwise; nor shall any transaction, contract, or other act of the
Corporation be void or voidable or in any way affected or invalidated by the
fact that any Director or officer or any firm in which such Director or officer
is a member or any corporation of which such Director or officer is a
shareholder, director, or officer is in any way interested in such transaction,
contract, or other act, provided the fact that such director, office, firm or
corporation is so interested shall be disclosed or shall be known to the Board
of Directors or such members thereof who shall be present at any meeting of the
Board of Directors at which action upon any such transaction, contract, or other
act shall be taken, nor shall any such director or officer be accountable or
responsible to the Corporation for or in respect of any such transaction,
contract, or other act of the Corporation or for any gains or profits realized
by him by reason of the fact that he or any firm of which he is a member or
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any corporation of which he is a shareholder, director or officer is interested
in such transaction, contract or other act; and any such director may be counted
in determining the existence of a quorum at any meeting of the Board of
Directors of the Corporation which shall authorize or take action in respect of
any such transaction, contract or other act, and may vote thereat to authorize,
ratify, or approve any such transaction, contract or other act with like force
and effect as if he or any firm of which he is a member, or any corporation of
which he is a shareholder, director or officer were not interested in such
transaction, contract or other act.
Signed this 28th day of April, 1983.
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Stephen R. Kalette, Incorporator
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APPOINTMENT OF AGENT
The undersigned, being the sole incorporator of CARDINAL PACKAGING,
INC., hereby appoints 1600 CNB Corp., an Ohio corporation upon whom any process,
notice or demand required or permitted by statute is to be served upon the
Corporation may be served. Its complete address is: 1600 Central National Bank
Building, Cleveland, Cuyahoga County, Ohio 44114.
Signed this 28th day of April, 1983.
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Stephen R. Kalette
* * * * * * *
Cleveland, Ohio
April 28, 1983
CARDINAL PACKAGING, INC.
Gentlemen:
We hereby accept appointment as agent of your Corporation, upon whom
process, tax notices or demands may be served.
1600 CNB CORP.
By___________________________________