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EXHIBIT 3.23
CERTIFICATE OF INCORPORATION
OF
STANDARD CONTAINER EXPORT COMPANY
[SEAL]
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CERTIFICATE OF INCORPORATION
OF
STANDARD CONTAINER EXPORT COMPANY
* * * * *
1. The name of the corporation is
STANDARD CONTAINER EXPORT COMPANY
2. The address of its registered office in the State of Delaware is
No. 100 West Tenth 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 the business of selling, leasing, or renting property
manufactured, produced, grown or extracted in the United States for direct use,
consumption or disposition outside the United States; and to engage in the
business of providing engineering services for construction projects located (or
proposed for location) outside the United States.
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To buy, sell and deal in machinery, machines and equipment and their
parts, attachments and accessories and generally in goods, wares and merchandise
of every kind and description for the purpose of export from the United States
and the performance of services and other related activities related thereto.
To qualify and conduct business as a Domestic International Sales
Corporation (DISC) within the meaning of Section 991 et seq. of the Internal
Revenue Code as amended from time to time and the rules and regulations
promulgated thereunder.
To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.
4. The total number of shares of stock which the corporation shall
have authority to issue is twenty-five (25) and the par value of each of such
shares is One Hundred Dollars ($100.00) amounting in the aggregate to Two
Thousand Five Hundred Dollars ($2500.00).
5. The name and mailing address of each incorporator is as follows:
NAME MAILING ADDRESS
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B. A. Pennington 100 West Tenth St.,
Wilmington, Delaware 19801
W. J. Reif 100 West Tenth St.,
Wilmington, Delaware 19801
R. F. Andrews 100 West Tenth St.,
Wilmington, Delaware 19801
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6. The corporation is to have perpetual existence.
7. 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.
To authorize and cause to be executed mortgages and liens upon the
real and personal property of the corporation.
To set apart out of any of the funds of the corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve in the manner in which it was created.
By a majority of the whole board, to designate one or more committees,
each committee to consist of one or more of the directors of the corporation.
The board may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. The by-laws may provide that in the absence or disqualification
of a members of a committee, the member or members thereof present at any
meeting not disqualified from voting, whether or not he or they constitute a
quorum, may unanimously appoint another member of the board of directors to act
at the meeting in the place of any such absent or disqualified
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member. Any such committee, to the extent provided in the resolution of the
board of directors, or in the by-laws of the corporation, shall have and may
exercise all the powers and authority of the board of directors in the
management of the business and affairs of the corporation, and may authorize the
seal of the corporation to be affixed to all papers which may require it; but no
such committee shall have the power or authority in reference to amending the
certificate of incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the corporation's property and assets, recommending to the
stockholders a dissolution of the corporation or a revocation of a
dissolution, or amending the by-laws of the corporation; and, unless the
resolution or by-laws, expressly so provide, no such committee shall have the
power or authority to declare a dividend or to authorize the issuance of stock.
When and as authorized by the stockholders in accordance with statute,
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,
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as its board of directors shall deem expedient and for the best interests of the
corporation.
8. 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 designated from time to time by the
board of directors or in the by-laws of the corporation. Elections of directors
need not be by written ballot unless the by-laws of the corporation shall so
provide.
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.
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 2nd day of
January, 1975.
/s/ B. A. Pennington
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/s/ W. J. Reif
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/s/ R. F. Andrews
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