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EXHIBIT 3.48
[STAMP]
CERTIFICATE OF PRESIDENT AND SECRETARY
OF
O-I HOLDING COMPANY, INC.
(Ohio Corporation)
SHOWING APPROVAL AND ADOPTION OF
AGREEMENT OF MERGER
David G. VanHooser, President, and Thomas L. Young, Secretary, of O-I
Holdings Company, Inc., a corporation organized and existing under the laws of
Ohio, do hereby certify as such officers of said corporation that the Agreement
of Merger to which this certificate is attached after having been signed on
behalf of O-I Holdings Company, Inc., a corporation of the State of Ohio, the
surviving corporation of this merger, was duly adopted pursuant to Title 17,
Section 1701.80 of the Revised Code of Ohio by unanimous written action of the
Board of Directors of said corporation on October 31, 1991, the articles or
regulations of said corporation do not require that the agreement be adopted by
the shareholders or by the holders of a particular class of shares of said
corporation.
The Agreement of Merger does not conflict with the articles or
regulations of said corporation and there is no change to the articles or
regulations of said corporation nor any action authorized which apart from the
merger would require adoption of the Agreement of Merger by the shareholders or
by the holders of a particular class of shares of said corporation. The merger
does not involve the issuance or transfer by the said surviving corporation to
the shareholders of any of the subsidiaries which are parties to the merger of
such number of shares of the surviving corporation which will entitle the
holders thereof after the consummation of the merger to exercise one-sixth or
more of the voting power of said corporation in the election of directors. There
is no change in the directors of said corporation that would require action by
the shareholders or by the holders of a particular class of said surviving
corporation. That said corporation is the owner of all issued and outstanding
shares of its said subsidiaries which are parties to the merger, all as set out
in Section 5 of the Agreement of Merger, in which section all of said
subsidiaries are identified. That the Agreement of Merger was thereby adopted by
unanimous action of the Board of Directors of said O-I Holdings Company, Inc.,
the surviving corporation, and is the duly adopted agreement and act of said
corporation.
IN WITNESS WHEREOF David G. VanHooser, President, and Thomas L. Young,
Secretary, have hereunto subscribed their names this 31st day of October, 1991.
/s/ David G. VanHooser
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David G. VanHooser, President
/s/ Thomas L. Young
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Thomas L. Young, Secretary
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CERTIFICATE OF PRESIDENT AND SECRETARY
OF
O-I HOLDING COMPANY OF BLEDSOE COUNTY
O-I HOLDING COMPANY OF CENTER
O-I HOLDING COMPANY OF CLAY COUNTY
O-I HOLDING COMPANY OF FENTRESS COUNTY
O-I HOLDING COMPANY OF MACON COUNTY
O-I HOLDING COMPANY OF NEW BOSTON
O-I HOLDING COMPANY OF ORMOND BEACH
O-I HOLDING COMPANY OF SENATOBIA COUNTY
O-I PHYSICIANS & SURGEONS HOLDING COMPANY
O-I WOMENS' HOSPITAL HOLDING COMPANY
(Corporations of the State of Ohio)
SHOWING APPROVAL AND ADOPTION OF
AGREEMENT OF MERGER
David G. VanHooser, President, and Thomas L. Young, Secretary, of each
of the following named corporations, each of which is a corporation organized
and existing under the laws of the State of Ohio:
O-I HOLDING COMPANY OF BLEDSOE COUNTY
O-I HOLDING COMPANY OF CENTER
O-I HOLDING COMPANY OF CLAY COUNTY
O-I HOLDING COMPANY OF FENTRESS COUNTY
O-I HOLDING COMPANY OF MACON COUNTY
O-I HOLDING COMPANY OF NEW BOSTON
O-I HOLDING COMPANY OF ORMOND BEACH
O-I HOLDING COMPANY OF SENATOBIA COUNTY
O-I PHYSICIANS & SURGEONS HOLDING COMPANY
O-I WOMENS' HOSPITAL HOLDING COMPANY
do hereby certify as such officers of each of said corporations that the
Agreement of Merger to which this certificate is attached was duly approved by
the Board of Directors of each of such corporations by unanimous written action
on October 31, 1991, pursuant to its Articles of Incorporation and in accordance
with the laws of the State of Ohio. Pursuant to the provisions of Section
1701.80 of the Revised Code of Ohio and its Articles of Incorporation no vote of
the shareholders of any of said corporations was required to approve and adopt
the Agreement of Merger. All of the shares of each of said corporations are
owned by O-I Holdings Company, Inc., the surviving parent corporation. Thus,
such ownership constitutes more than 90% of each class of the outstanding shares
of said corporations. The manner of approval of the Agreement of Merger and the
action by the directors constituted the adoption of the Agreement of Merger by
each of said corporations pursuant to and in conformity with the laws of Ohio
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and is thereby the duly adopted agreement and act of each of said corporations
named above.
IN WITNESS WHEREOF, David G. VanHooser, President, and Thomas L.
Young, Secretary, of each of the corporations named above as subsidiaries of O-I
Holdings Company, Inc. have hereunto subscribed their names this 31st day of
October, 1991.
/s/ David G. VanHooser
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David G. VanHooser, President
/s/ Thomas L. Young
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Thomas L. Young, Secretary
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