EXHIBIT 3.53
CERTIFICATE OF INCORPORATION
OF
CENCORP PURCHASE CO.
ARTICLE 1. NAME
The name of this corporation is Cencorp Purchase Co.
ARTICLE 2. REGISTERED OFFICE AND AGENT
The address of the initial registered office of this corporation is
Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle,
State of Delaware 19801, and the name of its initial registered agent at such
address is The Corporation Trust Company.
ARTICLE 3. PURPOSES
The purpose of this corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of
Delaware.
ARTICLE 4. SHARES
The total authorized stock of the corporation shall consist of 1,000
shares of common stock having a par value of $.001 per share.
ARTICLE 5. INCORPORATOR
The name and mailing address of the incorporator are as follows:
Lisa Strauch Eggers
1201 Third Avenue, 40th Floor
Seattle, WA 98101-3099
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ARTICLE 6. DIRECTORS
The powers of the incorporator shall terminate upon the filing of this
Certificate of Incorporation with the Secretary of State of the State of
Delaware. The names and mailing addresses of the persons who are to serve as
Directors until the first annual meeting of stockholders or until their
successors are elected and qualify are:
J. J. Cich 10800 N.E. 8th Street, Ste. 600
Bellevue, WA 98004
R. W. Cremin 10800 N.E. 8th Street, Ste. 600
Bellevue, WA 98004
R. D. George 10800 N.E. 8th Street, Ste. 600
Bellevue, WA 98004
ARTICLE 7. BYLAWS
The Board of Directors shall have the power to adopt, amend or repeal the
Bylaws for this corporation, subject to the power of the stockholders to amend
or repeal such Bylaws. The stockholders shall also have the power to adopt,
amend or repeal the Bylaws for this corporation.
ARTICLE 8. ELECTION OF DIRECTORS
Written ballots are not required in the election of Directors.
ARTICLE 9. NO PREEMPTIVE RIGHTS
Preemptive rights shall not exist with respect to shares of stock or
securities convertible into shares of stock of this corporation.
ARTICLE 10. NO CUMULATIVE VOTING
The right to cumulate votes in the election of Directors shall not exist
with respect to shares of stock of this corporation.
ARTICLE 11. AMENDMENTS TO CERTIFICATE OF INCORPORATION
This corporation reserves the right to amend or repeal any of the
provisions contained in this Certificate of Incorporation in any manner now or
hereafter
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permitted by law, and the rights of the stockholders of this corporation are
granted subject to this reservation.
ARTICLE 12. LIMITATION OF DIRECTOR LIABILITY
To the full extent that the Delaware General Corporation Law, as it exists
on the date hereof or may hereafter be amended, permits the limitation or
elimination of the liability of directors, a director of this corporation shall
not be liable to this corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director. Any amendment to or repeal of this
Article 12 shall not adversely affect any right or protection of a director of
this corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment or repeal.
ARTICLE 13. ACTION BY STOCKHOLDERS WITHOUT A MEETING
Any action which could be taken at any annual or special meeting of the
stockholders may be taken without a meeting, without prior notice and without a
vote, if a written consent setting forth the action taken is signed by all of
the stockholders entitled to vote with respect to the subject matter thereof.
I, Lisa Strauch Eggers, being the incorporator hereinbefore named for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly I have hereunto set my hand this 15th day of June, 1999.
/s/ Lisa Strauch Eggers
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Lisa Strauch Eggers, Incorporator
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
The undersigned, being all of the Directors names in the Certificate of
Incorporation of Cencorp Purchase Co., a Delaware corporation, hereby certify as
follows:
1. The following amendment to the corporation's Certificate of
Incorporation was duly adopted by the directors named in said certificate in
accordance with the provisions of Section 241 of the Delaware General
Corporation Law.
Article 1 is hereby amended in its entirety to read as follows:
"The name of this corporation is ESL Purchase Co."
2. The corporation has not received any payment for any of its stock.
DATED: January 27, 2000.
/s/ J. J. Cich
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J. J. Cich, Director
/s/ R. W. Cremin
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R. W. Cremin, Director
/s/ Robert D. George
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R. D. George, Director
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
ESL Purchase Co., a corporation organized and existing under the General
Corporation Law of the State of Delaware, does hereby certify that:
1. A resolution setting forth the following amendment to the corporation's
Certificate of Incorporation and declaring the advisability of such amendment
was duly adopted by the corporation's Board of Directors by the unanimous
written consent of its members, filed with the minutes of the Board, in
accordance with the applicable provisions of Section 242 of the General
Corporation Law of the State of Delaware:
Article 1 of the Certificate of Incorporation of this corporation is
hereby amended in its entirety to read as follows:
"The name of this corporation is Surftech Finishes Co."
2. In lieu of a meeting of the stockholders, unanimous written consent has
been given for the adoption of said amendment in accordance with the applicable
provisions of Section 228 and Section 242 of the General Corporation Law of the
State of Delaware.
IN WITNESS WHEREOF, ESL Purchase Co. has caused this Certificate to be
signed by its duly authorized officer this 21st day of April, 2000.
ESL PURCHASE CO.
By /s/ James J. Cich
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James J. Cich, Vice-President