EXHIBIT 3.75
CERTIFICATE OF INCORPORATION
OF
S. J. KESSLER, INC.
PURSUANT TO ARTICLE TWO OF THE STOCK CORPORATION LAW
WE, THE UNDERSIGNED, desiring to form a corporation, pursuant to the
provisions of the Stock Corporation Law, all being of full age, at least two-
thirds being citizens of the United States, and at least one of us a resident of
the State of New York, do hereby make, subscribe, acknowledge and file this
certificate for that purpose and certify:
FIRST. The name of the proposed corporation is
S. J. KESSLER, INC.
SECOND. The purposes for which it is to be formed are:
(a) To carry on the business of architects and designers of
buildings and structures of all kinds; the preparation and furnishing of plans,
designs or other drawings and specifications, including estimates of cost, for
the erection, alteration or repairs of buildings and structures of any kind and
description, and also the supervision and inspection of such work.
(b) To carry on a general engineering and construction business; to
plan, design, make, construct, build, erect, equip, improve, repair and alter
either in whole or in part any and all kinds of buildings, foundations,
structures of every kind, and to make and enter into any and all kinds of
contracts for the doing of any of said things; to take, acquire, hold or
maintain, work, develop, sell, convey, lease, mortgage, exchange, improve and
otherwise deal in and dispose of real property or any interests and rights
therein.
THIRD. The amount of the capital stock is Five Hundred Dollars ($500)
divided into five (5) shares of the par value of $100 each.
FOURTH. The number of shares of which the capital stock shall consist
is five (5), and the amount of capital with which said corporation will begin
business is five hundred dollars ($500).
FIFTH. The Borough of Bronx in the County of Bronx, City and State of New
York, is the place in which its principal business office is to be located.
SIXTH. Its duration is to be perpetual.
SEVENTH. The number of its directors is to be three (3).
EIGHTH. The names and post office addresses of the directors until the
first annual meeting of stockholders are as follows, viz.,
NAMES POST OFFICE ADDRESSES
Henry G. Schackno 360 East 166th Street
Borough of Bronx
New York, N.Y.
Irving Miller 2254 Davidson Avenue
Borough of Bronx
New York, N.Y.
Grace L. Heasley 1447 Pacific Street
Borough of Brooklyn
New York, N.Y.
NINTH. The names and post office addresses of each subscriber of this
certificate, and a statement of the number of shares of stock which each agrees
to take in the corporation, are as follow:
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NAMES POST OFFICE ADDRESSES NUMBER OF SHARES
Henry G. Schackno 360 East, 166th Street 3
Borough of Bronx
New York, N.Y.
Irving Miller 2254 Davidson Avenue 1
Borough of Bronx
New York, N.Y.
Grace L. Heasley 1447 Pacific Street 1
Borough of Brooklyn
New York, N.Y.
TENTH. That at least one of the persons named as a director is a citizen
of the United States and a resident of the State of New York.
IN WITNESS WHEREOF, we have made, signed and acknowledged this Certificate
this ___ day of ______________, 1926.
___________________________(L.S.)
___________________________(L.S.)
___________________________(L.S.)
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State of New York )
) SS.
County of New York )
On this ____ day of _____________, 19__ before me personally came HENRY J.
SCHACKNO, IRVING MILLER and GRACE L. HEASLEY to me personally known, and known
to me to be the individuals described in and who executed the foregoing
Certificate and they severally duly acknowledged to me that they executed the
same.
-------------------------------------------------
Notary Public, Kings County,
Cert. filed in New York Co.#45
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THE UNIVERSITY OF THE STATE OF NEW YORK
STATE OF NEW YORK :
: ss.:
COUNTY OF ALBANY :
In accordance with the provisions of section 805 of the Business
Corporation Law, consent is hereby given to the change of name of DRAVO VAN
HOUTEN, INC. to WEHRAN-NEW YORK, INC. contained in the annexed certificate of
amendment to the certificate of incorporation.
This consent to filing, however, shall not be construed as approval by the
Board of Regents, the Commissioner of Education or the State Education
Department of the purposes or objects of such corporation, nor shall it be
construed as giving the officers or agents of such corporation the right to use
the name of the Board of Regents, the Commissioner of Education, the University
of the State of New York or the State Education Department in its publications
or advertising matter.
IN WITNESS WHEREOF this instrument is executed and
the seal of the State Education Department is
affixed this 5th day of March, 1987.
Gordon M. Ambach
Commissioner of Education
By:
James H. Whitney
Acting Counsel
CERTIFICATE OF AMENDMENT
OF THE CERTIFICATE OF INCORPORATION
OF
DRAVO VAN HOUTEN, INC.
UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW
WE, THE UNDERSIGNED OFFICERS, of Dravo Van Houten, Inc. hereby certify and
set forth:
FIRST: The name of the corporation is Dravo Van Houten, Inc. (the
"Corporation"). The name under which the Corporation was formed is S.J.
Kessler, Inc.
SECOND: The certificate of incorporation of the Corporation was filed by
the Department of State, Albany, New York, on the 4th day of August 1926.
THIRD: The certificate of incorporation of Dravo Van Houten, Inc. is
hereby amended to effect a change in the corporate name pursuant to Section
80l(b)(l) of the Business Corporation Law.
FOURTH: Article FIRST of the certificate of incorporation of the
corporation is hereby amended to read in its entirety as follows:
"FIRST: The name of the corporation is
Wehran-New York, Inc."
FIFTH: This amendment to the certificate of incorporation of the
Corporation was duly authorized at a meeting of the board of directors of the
Corporation followed by the written consent of the sole shareholder of the
Corporation.
IN WITNESS WHEREOF, we have signed this certificate of amendment on the
____ day of January, 1987 and we affirm the statements contained therein as true
under penalties of perjury.
DRAVO VAN HOUTEN, INC.
/s/ R.J. Colleran
_________________________________________________
R.J. Colleran - President
/s/ Edward Agoglia
_________________________________________________
Edward Agoglia - Assistant Secretary
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