Exhibit 3.7
State of Delaware
Office of the Secretary of State PAGE 1
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I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF
"FRONTRUNNER WORLDWIDE, INC." AS RECEIVED AND FILED IN THIS OFFICE.
THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:
CERTIFICATE OF INCORPORATION, FILED THE FOURTH DAY OF OCTOBER, A.D. 1993,
AT 10 O'CLOCK A.M.
[SEAL OF THE SECRETARY'S OFFICE
STATE OF DELAWARE]
/s/ Edward J. Freel, Secretary of State
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Edward J. Freel, Secretary of State
2353613 8100H AUTHENTICATION: 0056861
991461083 DATE: 11-01-99
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 10/04/1993
932775078 - 2353613
CERTIFICATE OF INCORPORATION
OF
FrontRunner Worldwide, Inc.
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1. The name of the corporation is FrontRunner Worldwide, Inc.
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 are:
To provide world-wide transportation and related services, or to arrange
such services;
To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware; and
In general, to possess and exercise all the powers and privileges granted
by the General Corporation Law of Delaware or by any other law of Delaware or by
this Certificate of Incorporation together with any powers incidental thereto,
so far as such powers and privileges are necessary or convenient to the conduct,
promotion or attainment of the business or purposes of the corporation.
4. The total number of shares of stock which the corporation shall have
authority to issue is 1,000, which shall be common stock with full voting
powers. The par value of each of such shares is One Dollar ($1.00) amounting in
the aggregate to One Thousand Dollars ($1,000.00).
5. The name and mailing address of each incorporator is
NAME MAILING ADDRESS
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Elliot R. Lewis 5001 U.S. Highway 30 West
Fort Wayne, Indiana 46818
6. 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
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R. Alan Brogan 5001 U.S. Highway 30 West
Fort Wayne, Indiana 46818
Gerald A. Burns 5001 U.S. Highway 30 West
Fort Wayne, Indiana 46818
Ronald L. Milewski 5002. U.S. Highway 30 West
Fort Wayne, Indiana 46818
7. The corporation is to have perpetual existence.
8. In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized:
To make, alter or repeal the by-laws of the corporation.
When and as authorized by the stockholders in accordance with law, to
sell, lease or exchange all or substantially all of the property and assets of
the corporation, including its good will and its corporate franchises, upon such
terms and conditions and for such consideration, which may consist in whole or
in part of money or property including shares of stock in, and/or other
securities of, any other corporation or corporations, as its board of
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directors shall deem expedient and for the best interests of the corporation.
9. 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.
10. A director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of 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.
I, THE UNDERSIGNED, being the sole incorporator herein before 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 have hereunto set my hand this 28th day of September, 1993.
/s/ Elliot R. Lewis
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Elliot R. Lewis
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