EXHIBIT 3.1
Delaware
The First State
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE STATEMENT OF
PARTNERSHIP EXISTENCE OF "GUSAP PARTNERS", FILED IN THIS OFFICE ON THE
EIGHTEENTH DAY OF OCTOBER, A.D. 2002, AT 9 O'CLOCK A.M.
/s/ Harriet Smith Windsor
-----------------------------------------
Harriet Smith Windsor, Secretary of State
3582575 8100 AUTHENTICATION: 2351932
030227794 DATE: 04-07-03
STATEMENT OF PARTNERSHIP EXISTENCE
OF
GUSAP PARTNERS
This Statement of Partnership Existence of GUSAP Partners (the
"Partnership"), dated as of September 29, 2002, is being duly executed and filed
by Gerdau MRM Steel Inc. and Gerdau Courtice Steel Inc., the partners of the
Partnership, under the Delaware Revised Uniform Partnership Act (6 Del.C.
Section 15-101, et seq.) (the "Act").
FIRST. The name of the general partnership is GUSAP Partners.
SECOND. The address of the registered office of the Partnership in the
State of Delaware is c/o Greenberg Traurig, PNC Bank Center, 222 Delaware
Avenue, Wilmington, DE 19899.
THIRD. The name and address of the registered agent for service of
process on the Partnership in the State of Delaware is Greenberg Traurig, PNC
Bank Center, 222 Delaware Avenue, Wilmington, DE 19899.
IN WITNESS WHEREOF, the undersigned have executed this Statement of
Partnership Existence as of the date first above written.
GERDAU MRM STEEL INC.
By: /s/Glen A. Beeby
------------------------------
Name: Glen A. Beeby
Title: Secretary
GERDAU COURTICE STEEL INC.
By: /s/Glen A. Beeby
------------------------------
Name: Glen A. Beeby
Title: Secretary
Delaware
The First State
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE,
DO HEREBY CERTIFY THAT "GUSAP PARTNERS", IS DULY FORMED UNDER THE LAWS OF THE
STATE OF DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL EXISTENCE NOT HAVING
BEEN CANCELLED OR REVOKED SO FAR AS THE RECORDS OF THIS OFFICE SHOW AND IS DULY
AUTHORIZED TO TRANSACT BUSINESS.
THE FOLLOWING DOCUMENTS HAVE BEEN FILED:
STATEMENT OF PARTNERSHIP EXISTENCE, FILED THE EIGHTEENTH DAY OF
OCTOBER, A.D. 2002, AT 9 O'CLOCK A.M.
CERTIFICATE OF AMENDMENT, FILED THE TWENTIETH DAY OF JUNE, A.D. 2003,
AT 12:15 O'CLOCK P.M.
CERTIFICATE OF AMENDMENT, FILED THE TWENTIETH DAY OF JUNE, A.D. 2003,
AT 12:16 O'CLOCK P.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID GENERAL PARTNERSHIP.
AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL TAXES HAVE BEEN PAID TO
DATE.
/s/Harriet Smith Windsor
-----------------------------------------
Harriet Smith Windsor, Secretary of State
3582575 8310 AUTHENTICATION: 2498710
030424877 DATE: 6-26-03
CERTIFICATE OF AMENDMENT
TO THE
STATEMENT OF PARTNERSHIP EXISTENCE
OF
GUSAP PARTNERS
The undersigned, desiring to amend the Statement of Partnership
Existence pursuant to the provisions of Section 17-202 of the Revised Uniform
Limited Partnership Act of the State of Delaware, does hereby certify as
follows:
FIRST: The name of the Partnership is GUSAP Partners.
SECOND: (a) On January 15, 2003, Gerdau MRM Steel Inc. filed a
Certificate of Amendment changing its name to Gerdau Ameristeel MRM Inc. On
January 23, 2003, Gerdau Ameristeel MRM Inc. filed a Certificate of Amendment
changing its name to Gerdau Ameristeel MRM Special Sections Inc.
(b) On January 15, 2003, Gerdau Courtice Steel Inc. filed a
Certificate of Amendment changing its name to Gerdau Ameristeel Cambridge Inc.
* * *
IN WITNESS WHEREOF, the undersigned executed this Amendment to the
Statement of Partnership Existence on this 20th day of June, 2003.
GERDAU MRM STEEL INC.
/s/Glen A. Beeby
---------------------------------------
Name: Glen A. Beeby
Title: Secretary
GERDAU COURTICE STEEL INC.
/s/Glen A. Beeby
---------------------------------------
Name: Glen A. Beeby
Title: Secretary
CERTIFICATE OF AMENDMENT
TO THE
STATEMENT OF PARTNERSHIP EXISTENCE
OF
GUSAP PARTNERS
The undersigned, desiring to amend the Statement of Partnership
Existence pursuant to the provisions of Section 17-202 of the Revised Uniform
Limited Partnership Act of the State of Delaware, does hereby certify as
follows:
FIRST: The name of the Partnership is GUSAP Partners
SECOND: Article SECOND of the Statement of Partnership Existence shall
be amended as follows:
"SECOND: The address of the registered office of the
Partnership in the State of Delaware is 1209 Orange Street,
Wilmington, Delaware 19801."
"THIRD: The name and address of the registered agent for
service of process on the Partnership in the State of Delaware
is Corporation Trust Center, 1209 Orange Street, Wilmington,
Delaware 19801.
* * *
IN WITNESS WHEREOF, the undersigned executed this Amendment to the
Statement of Partnership Existence on this 19th day of June, 2003.
GERDAU AMERISTEEL CAMBRIDGE INC.
General Partner
/s/Glen A. Beeby
---------------------------------------
Name: Glen A. Beeby
Title: Secretary
GERDAU AMERISTEEL MRM SPECIAL
SECTIONS INC.
General Partner
/s/Glen A. Beeby
---------------------------------------
Name: Glen A. Beeby
Title: Secretary