EXHIBIT 3.31
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
I, WILLIAM T. QUILLEN, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF "CO-STEEL C.S.M. CORP." FILED IN THIS OFFICE ON THE SEVENTH DAY
OF MAY, A.D. 1993, AT 1 O'CLOCK P.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO NEW CASTLE
COUNTY RECORDER OF DEEDS FOR RECORDING.
* * * * * * * * * * * * * * * * * * * * * * * *
/s/ William T. Quillen
--------------------------------------
William T. Quillen, Secretary of State
AUTHENTICATION:
DATE:
CERTIFICATE OF INCORPORATION
OF
CO-STEEL C.S.M. CORP.
* * * * * *
1. The name of the corporation is
Co-Steel C.S.M. Corp.
2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.
3. The nature of the business or purposes to be conducted or promoted
is to engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law or Delaware.
4. The total number of shares of stock which the corporation shall have
authority to issue is three thousand; all of such shares shall be without par
value, and one thousand (1,000) shares thereof shall be Common stock and two
thousand (2,000) shares thereof shall be Preferred stock.
The designations and the powers, preferences and rights, and the
qualifications, limitations or restrictions thereof as follows:
The holders of the Preferred stock shall be entitled to receive in each
year, when and as declared by the board of directors of the corporation, out of
any assets of the corporation available for dividends pursuant to the laws of
the State of Delaware, preferential dividends at the rate of seven percent (7%)
per share, per annum, payable annually, on such days as may be determined by the
board of directors, before any dividends shall be declared or paid upon or set
apart for the Preferred stock for such year. Such dividends upon the Preferred
stock shall be non-cumulative, so that the holders or said stock shall be
entitled to receive only such dividends not exceeding dividends at the rate of
seven percent (7%) per share, during any year, as may, in the unlimited
discretion
of the board of directors, be declared and made payable. Whenever the full
dividend upon the Preferred stock at the rate of seven percent (7%) per share,
per annum shall have been paid or declared and a sum sufficient for the payment
thereof set apart in any year, dividends upon the Preferred stock may be
declared by the board of directors out of the remainder of the assets available
therefor.
The corporation may at the option of the board of directors, redeem the
whole or any part of the outstanding Preferred stock at any time by paying the
issue price for each share therefor, together with a sum or money equivalent to
the amount of any dividends declared thereon and remaining unpaid at the date of
redemption.
Notice of such election to redeem shall be mailed to each holder of
stock so to be redeemed at his address as it appears on the books of the
corporation, not less than two (2) days prior to the date upon which the stock
is to be redeemed. In case less than all of the outstanding Preferred stock is
to be redeemed, the amount to be redeemed and the method of effecting such
redemption, whether by lot or pro rata or other equitable method, may be
determined by the board of directors. If, on or before the redemption date named
in such notice, the funds necessary for such redemption shall have been set
aside by the corporation so as to be available for payment on demand to the
holders of the Preferred stock so called for redemption, then, notwithstanding
that any certificate of the Preferred stock so called for redemption shall not
have been surrendered for cancellation, the dividends thereon shall cease to
accrue from and after the date of redemption so designated, and all rights with
respect to such Preferred stock so called for redemption, including any right to
vote or otherwise participate in the determination of any proposed corporate
action, shall forthwith after such redemption date cease and terminate, except
only the right of the holder to receive the redemption price therefor, but
without interest.
5A. The name and mailing address of each incorporator is as follows:
NAME MAILING ADDRESS
---- ---------------
M.A. Brzoska Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
K.A. Widdoes Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
L.J. Vitalo Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
5B. The name and mailing address of each person, who is to serve as a
director until the first annual meeting of the stockholders or until a successor
is elected and qualified, is as follows:
NAME MAILING ADDRESS
---- ---------------
WILLIAM J. SHIELDS 225 Elm Street
Perth Amboy, New Jersey 08812
RONALD P. FOURNIER 40 King Street
Suite 5010
Toronto, Ontario M5H 3Y2
Canada
EDWARD G. REILLY 40 King Street
Suite 5010
Toronto, Ontario M5H 3Y2
Canada
6. The corporation is to have perpetual existence.
7. Elections of directors need not be by written ballot unless the
by-laws of the corporation shall so provide.
Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designed from time to time by the
board of directors or in the by-laws of the corporation.
8. The corporation reserves the right to amend, alter, change or repeal
any provision contained in this certificate of incorporation, in the manner now
or hereafter
prescribed by statute, and all rights conferred upon stockholders herein are
granted subject to this reservation.
9. A director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach or fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived any improper
personal benefit.
WE, THE UNDERSIGNED, being each of the incorporators 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 our act and deed and the facts herein
stated are true, and accordingly have hereunto set our hands this 7th day of
May, 1993.
M.A. Brzoska
-----------------------------
K.A. Widdoes
-----------------------------
L.J. Vitalo
-----------------------------
CERTIFICATE OF RENEWAL AND REVIVAL OF
CERTIFICATE OF INCORPORATION
OF
CO-STEEL C.S.M. CORP.
It is hereby certified that:
1. The name of the corporation (hereinafter called the "corporation")
is CO-STEEL C.S.M. CORP.
2. The corporation was organized under the provisions of the General
Corporation Law of the State of Delaware. The date of filing of its original
certificate of incorporation with the Secretary of State of the State of
Delaware is May 7, 1993.
3. The address, including the street, city, and county, of the
registered office of the corporation in the State of Delaware and the name of
the registered agent at such address are as follows: 2711 Centerville Road,
Suite 400, Wilmington, County of New Castle, Delaware 19808. The name of its
registered agent at such address is Corporation Service Company.
4. The corporation hereby procures a renewal and revival of its
certificate of incorporation, which became inoperative by law on March 1, 2002
for failure to file annual reports and non-payment of taxes payable to the State
of Delaware.
5. The certificate of incorporation of the corporation, which provides
for and will continue to provide for, perpetual duration, shall, upon the filing
of this Certificate of Renewal and Revival of the Certificate of Incorporation
in the Department of State of the State of Delaware, be renewed and revived and
shall become fully operative on February 28, 2002.
6. This Certificate of Renewal and Revival of the Certificate of
Incorporation is filed by authority of the duly elected directors as prescribed
by Section 312 of the General Corporation Law of the State of Delaware.
Signed on April 5, 2002
/s/Andy Boulanger
----------------------------------
ANDY BOULANGER, Secretary
State of Delaware
Secretary of State
Division of Corporations
Filed 09:00 AM 4/11/2002
020231532 - 2335594