Exhibit 3.38(a)
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 11/02/1992
712307006 - 2314551
CERTIFICATE OF INCORPORATION
OF
PHOENIX LAND COMPANY
ARTICLE ONE
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The name of the corporation is Phoenix Land Company (hereinafter called the
"Corporation").
ARTICLE TWO
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The address of the Corporation's registered office in the state of
Delaware is 1013 Centre Road, Wilmington, Delaware 19805, in this City of
Wilmington, County of New Castle. The name of its registered agent at such
address is Corporation Service Company.
ARTICLE THREE
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The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of
Delaware.
ARTICLE FOUR
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The total number of shares which the Corporation shall have the authority
to issue is One Thousand (1,000) shares, all of which shall be shares of Common
Stock, without par value.
ARTICLE FIVE
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The name and mailing address of the incorporator is as follows;
Name Address
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Eileen C. McNamara c/o Kirkland & Ellis
55 East 52nd Street
16th Floor
New York, NY 10055
ARTICLE SIX
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The directors shall have the power to adopt, amend or repeal By-Laws,
except as may otherwise be provided in the By-Laws.
ARTICLE SEVEN
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The personal liability of the directors of the Corporation is hereby
eliminated to the fullest extent permitted by Paragraph (7) of Subsection (b) of
Section 102 of the General Corporation Law of the State of Delaware, as the same
may be amended or supplemented.
ARTICLE EIGHT
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The Corporation expressly elects not to be governed by Section 203 of the
General Corporation Law of the State of Delaware.
ARTICLE NINE
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The Corporation reserves the right to amend or repeal any provisions
contained in this Certificate of Incorporation from time to time and at any time
in the manner now or hereafter prescribed by the laws of the State of Delaware,
and all rights conferred upon stockholders and directors are granted subject to
such reservation.
I, the undersigned, being the sole incorporator hereinbefore named, for the
purpose of forming a corporation in pursuance of the General Corporation Law of
the State of Delaware, do make and file this Certificate, hereby declaring and
certifying that the facts herein stated are true, and accordingly have hereunto
set my hand this 2nd day of November, 1992.
/s/ Eileen C. McNamara
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Eileen C. NcNamara
Sole Incorporator
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 IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF CHANGE OF
REGISTERED AGENT OF "PHOENIX LAND COMPANY", FILED IN THIS OFFICE ON THE TWELFTH
DAY OF OCTOBER, A.D. 1993, AT 10 O'CLOCK A.M.
[SEAL APPEARS HERE] /s/ Edward J. Freel
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Edward J. Freel, Secretary of State
AUTHENTICATION:
9429642
DATE:
11--30--98
CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE
* * * * *
PHOENIX LAND COMPANY, a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
The present registered agent of the corporation is Corporation Service
Company and the present registered office of the
corporation is in the county of New Castle
The Board of Directors of PHOENIX LAND COMPANY
adopted the following resolution on the 1st day of October, 1993
Resolved, that the registered office of PHOENIX LAND COMPANY
in the state of Delaware be and it hereby is changed to Corporation
Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle, and the authorization of the present registered agent
of this corporation be and the same is hereby withdrawn, and THE
CORPORATION TRUST COMPANY, shall be and is hereby constituted and
appointed the registered agent of this corporation at the address of
its registered office.
IN WITNESS WHEREOF, Phoenix Land Company has caused
this statement to be signed by Michael B. Nowobilski , its
President and attested by Kevin L. Yocum
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its Secretary this 1st day of October , 1993
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By /s/ Michael B. Nowabilski
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President
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ATTEST:
By /s/ Kevin L. Yocum
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Secretary
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