EXHIBIT 3.33
CERTIFICATE OF INCORPORATION
OF
RARITAN RIVER URBAN RENEWAL CORPORATION
The undersigned corporation, to form a corporation pursuant to
the provision of the New Jersey Business Corporation Act, hereby certifies:
FIRST: The name of the corporation is RARITAN RIVER URBAN
RENEWAL CORPORATION.
SECOND: The purpose for which the corporation is organized is
to operate under the provision of the Urban Renewal Corporation and Association
Law of 1961, N.J.S.A. 40:55C-40 et seq. (hereinafter referred to as the "Act"),
to initiate and conduct projects for the clearance, replanning, development and
redevelopment of blight areas in municipalities and, when so authorized by
financial agreement with a municipality pursuant to the Act, to acquire by
purchase or lease of not less than 15 years from a public or private owner,
plan, develop, construct, alter, maintain or operate housing, business,
industrial, commercial, cultural or recreational projects or any combination of
any two or more such types of improvement in a single project, under such
conditions as to the use, ownership, management and control as shall be,
regulated pursuant to the Act.
THIRD: The corporation as long as it is obligated under a
financial agreement with a municipality made pursuant to the Act shall engage in
no business other than the ownership, operation and management of a single
project.
FOURTH: It is declared that the corporation is being organized
to serve a public purpose, that its operations shall be directed toward
providing for and making possible the clearance, replanning, development or
redevelopment of blighted areas or the acquisition, management and operation of
a project under the Act; and it shall be subject to regulation by the
municipality in which its project is situated, and to a limitation on profits
and dividends for as long as it remains the owner of a project. subject to the
provisions of the Act.
FIFTH: The corporation shall not voluntarily transfer the
project undertaken by it under the terms of the Act, until, it has first removed
both itself and the project from all restrictions under the Act in the manner
set forth in the Act, except the foregoing restrictions
shall not be applied to prevent a transfer of a project to another urban renewal
corporation which, with the consent of the municipality in which the project is
located, shall assume all the contractual obligations of the transferor of the
corporation under its financial agreement with the said municipality.
SIXTH: The corporation shall have and may exercise all of the
powers conferred by the New Jersey Business Corporation Act as shall be
necessary for the operation of the business of the corporation and as shall be
consistent with the provisions of the Act, and the corporation shall have and
may exercise, also, the powers conferred by the Act, but so long as it shall be
operated under the Act, it shall be subject to the restrictions contained in the
Act.
SEVENTH: The aggregate number of shares which the corporation
shall have authority to issue shall be 2,500 shares of common stock, each of
which shall have no par value.
EIGHTH: The address of the corporation's initial registered
office is 28 West State Street, Trenton, New Jersey 08608, and the name of the
corporation's initial registered agent at such address is The Corporation Trust
Company.
NINTH: The number of directors constituting the first board is
six and the names and addresses of the persons who are to serve as such
directors are:
Gerald R. Heffernan Ronald P. Fournier
1601 Hopkins Street 1601 Hopkins Street
Whitby, Ontario Whitby, Ontario
LIN 5R6, Canada LIN 5R6, Canada
Lionel H. Schipper Alex J. Hamilton
c/o Goodman & Goodman c/o Winspear, Higgins, Stevenson & Doane
1500 Richmond-Adelaide Centre 225 Bentall Building 102 Street &
101 Richmond Street West 102 Avenue Edmonton,
Toronto, Ontario Alberta Canada
M5H 1V5, Canada
Michael M. Koerner William W. Winspear
Box 117 Chaparral Steel Company
Suite 4703 P.O. Box 1100
Toronto Dominion Bank Tower Midlothian, Texas 76065
Toronto Dominion Centre
Toronto, Ontario
William J. Shields
c/o Ferrco Engineering Limited
1400 Hopkins Street Whitby,
Ontario Canada L1N 2C3
The by-laws shall specify the number of directors other than the first board.,
and any directorship to be filled by reason of vacancy, however caused, or by an
increase in the number of directors, shall be filled by the board. One or more
or all of the directors may be removed with or without cause upon the
affirmative vote of the majority of votes cast by the holders of shares entitled
to vote for the election of directors.
TENTH: The name and address of the incorporator is Raritan
River Steel Company, a New Jersey corporation, having its registered office at
28 West State Street, Trenton, New Jersey 08608.
IN WITNESS WHEREOF, Raritan River Steel Company has caused its
duly authorized officer to execute this Certificate this 23rd day of May, 1977.
RARITAN RIVER STEEL COMPANY
BY Gerald R. Heffernan
------------------------------------------
GERALD R. HEFFERNAN
President
RARITAN RIVER STEEL COMPANY
CERTIFICATE OF CORRECTION
Raritan River Urban Renewal Corporation, a New Jersey
Corporation, pursuant to subsection 14A:1-6(5) of the New Jersey Business
Corporation Act does hereby certify to the following:
1. The name of the Corporation is Raritan River Urban
Development Corporation.
2. The Certificate of Incorporation of the corporation filed
and recorded in the office of the Secretary of State of New Jersey on August 15,
1977 is inaccurate.
3. The inaccuracy to be corrected hereby is the statement in
the Ninth paragraph of the Certificate of Incorporation which indicates that the
number of directors constituting the first board of directors is six.
4. The first part of the Ninth paragraph should read, "The
number of directors constituting the first board is seven and the names and
addresses of the persons who are to serve as such directors are:"
IN WITNESS WHEREOF, the Corporation has caused its duly
authorized officer to execute this certificate this 29th day of April, 1978.
RARITAN RIVER URBAN RENEWAL CORPORATION
By William J. Shields
------------------------------------------
William J. Shields
President
Filed and Recorded
December 17, 1979
Donald Lan
Secretary of State
RARITAN RIVER URBAN RENEWAL CORPORATION
CERTIFICATE OF CORRECTION
Raritan River Urban Renewal Corporation, a New Jersey
corporation, pursuant to subsection 14A:1-6(5) of the New Jersey Business
Corporation Act does hereby certify to the following:
1. The name of the Corporation is Raritan River Urban
Renewal Corporation.
2. The Certificate of Correction filed and recorded in
the Office of the Secretary of State of New Jersey on May 12, 1978 is
inaccurate.
3. The inaccuracy to be corrected hereby is the
statement in the First Paragraph of said Certificate of Correction which
indicates that the name of the Corporation is Raritan River Urban Development
Corporation.
4. The name of the Corporation is, and always has been,
Raritan River Urban Renewal Corporation.
IN WITNESS WHEREOF, the Corporation has caused its duly
authorized officer to execute this certificate this 17th day of December, 1979.
RARITAN RIVER URBAN RENEWAL CORPORATION
By William J. Shields
-----------------------------------------
WILLIAM J. SHIELDS, President