Exhibit 3.15
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:00 PM 06/06/1991
911575264 - 2064875
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
GAF REAL ESTATE COMPANY, INC.
Pursuant to Sections 228 and 242
of the General Corporation Law
of the State of Delaware
Stephen A. Block, Senior Vice President of GAF Real Estate Company,
Inc. (the "Corporation"), does hereby certify as follows:
1. The Certificate of Incorporation of the Corporation was
originally filed in the Office of the Secretary of State of the State of
Delaware on the 24th day of June, 1985 under the name Mayfair Investments, Inc.
2. The Corporation elects, pursuant to Section 242 of the General
Corporation Law of the State of Delaware, to amend article "FIRST" of the
Certificate of Incorporation to read in its entirety as follows:
"FIRST: The name of the Corporation is ISP Real Estate
Company, Inc."
3. Such amendment has been duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware, by the written consent, in accordance with the provisions of Section
228 of such statute, of the holder of all outstanding stock entitled to vote
thereon.
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IN WITNESS WHEREOF, the Corporation has duly caused this Certificate
of Amendment to be executed on its behalf by its Senior Vice President and
attested by its Assistant Secretary, this 28th day of May, 1991.
GAF REAL ESTATE COMPANY, INC.
By: /s/ Stephen A. Block
---------------------------------
Stephen A. Block
Senior Vice President
Attest:
/s/ Deborah D. Lawson
-------------------------
Deborah D. Lawson
Assistant Secretary
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CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION OF
MAYFAIR INVESTMENTS, INC.
* * * * * *
UNDER SECTION 242 OF THE
GENERAL CORPORATION LAW
The undersigned, being the Vice President and Secretary of MAYFAIR
INVESTMENTS, INC., do hereby certify and set forth:
1. The name of the Corporation is MAYFAIR INVESTMENTS, INC.
2. The Certificate of Incorporation of the Corporation was filed by
the Secretary of State of Delaware on June 24, 1985.
3. Section 4 of said Certificate of Incorporation is hereby amended
to read, in its entirety, as follows:
"4. The total number of shares of stock which the Corporation
shall have the authority to issue is:
a. One Thousand (1,000) shares of Common Stock, par
value $1.00 per share. No holder of Common Stock shall have
any preemptive right of subscription to any share of any class
of stock or other securities of the Corporation, whether now
or hereafter authorized or issued. Holders of such shares
shall be entitled to one vote per share on all matters upon
which stockholders are entitled to vote.
(b) One Thousand (1,000) shares of Preferred Stock, no
par value. No holder of Preferred Stock shall have any
preemptive right of subscription to any share of any class of
stock or securities of the Corporation, whether now or
hereafter authorized or issued. The Preferred Stock, no par
value, may be issued in one or more series, from time to time,
with such designations, preferences and relative
participating, option or other special rights and
qualifications, limitations or restrictions thereon as may be
provided in a resolution or resolutions adopted by the Board
of Directors of the Corporation. The authority of the Board of
Directors of the Corporation includes, but is not limited to,
the determination or fixing of the following with respect to
the shares of each series of such Preferred Stock, no par
value, viz., (i) the number of shares and designation; (ii)
the dividend rate and whether the dividends are to be
cumulative; (iii) whether shares are to be redeemable and, if
so, the terms and provisions applying; (iv) whether there
shall be a sinking fund and, if so, the terms and provisions
applying; (v) whether the shares should be convertible and, if
so, the terms and provisions applying; (vi) rights on
liquidation; (vii) what, if any, restrictions on payment of
dividends on other classes of stock shall apply; (viii) what
voting rights are to apply; and (ix) any other rights,
preferences and limitations. The Corporation may from time to
time issue and dispose of any of the
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authorized and unissued shares of Preferred Stock, no par
value, for such consideration as may be fixed from time to
time by the Board of Directors without action by the
stockholders."
4. This amendment to the Certificate of Incorporation has been duly
adopted in accordance with the provisions of Section 242 of The General
Corporation Law by a consent in writing, dated December 4, 1985, signed by the
holder of all the outstanding shares of stock entitled to vote thereon as
provided by Section 228 of The General Corporation Law.
IN WITNESS WHEREOF, the undersigned have executed and signed this
Certificate this 4th day of December, 1985.
/s/ illegible
------------------------------------
Vice President
Attest: /s/ illegible
------------------------------------
Secretary
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AGREEMENT OF MERGER
OF
GAF REAL ESTATE COMPANY, INC.
(A DELAWARE CORPORATION)
AND
MAYFAIR INVESTMENTS, INC.
(A DELAWARE CORPORATION)
AGREEMENT OF MERGER dated November 30, 1988, by GAF REAL ESTATE
COMPANY, INC., a corporation of the State of Delaware, and MAYFAIR INVESTMENTS,
INC., a corporation of the State of Delaware.
WITNESSETH
WHEREAS, GAF REAL ESTATE COMPANY, INC. is a corporation of the State
of Delaware with its registered office therein located at 229 South State
Street, City of Dover, County of Kent; and
WHEREAS, the total number of shares of stock which GAF REAL ESTATE
COMPANY, INC. has authority to issue is 1,000 shares of Common Stock, par value
$1 per share, and 1,000 shares of Preferred Stock, no par value; of the
authorized shares, there are issued and outstanding 1 share of Common Stock and
no shares of Preferred Stock; and
WHEREAS, MAYFAIR INVESTMENTS, INC. is a corporation of the State of
Delaware with its registered office therein located at 1209 Orange Street, City
of Wilmington, County of New Castle; and
WHEREAS, the total number of shares of stock which MAYFAIR
INVESTMENTS, INC. has authority to issue is 1,000 shares of Common Stock, par
value $1 per share, and 1,000 shares of Preferred Stock, no par value; of the
authorized shares, there are issued and outstanding 1 share of Common Stock and
no shares of Preferred Stock; and
WHEREAS, the Delaware General Corporation Law permits a merger of
one or more corporations of the State of Delaware with and into a Corporation of
the same jurisdiction; and
WHEREAS, GAF REAL ESTATE COMPANY, INC. and MAYFAIR INVESTMENTS, INC.
and their respective Boards of Directors deem it advisable and to the advantage,
welfare and best interests of said corporations and their stockholders to merge
GAF REAL ESTATE COMPANY, INC. into MAYFAIR INVESTMENTS, INC. pursuant to the
provisions of the Delaware General Corporation Law upon the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreement of the parties hereto, being thereunto duly entered into by GAF REAL
ESTATE COMPANY, INC. and approved by a resolution adopted by unanimous written
consent of its sole shareholder and being thereunto duly entered into by MAYFAIR
INVESTMENTS, INC. and approved by a resolution adopted by unanimous written
consent of its sole shareholder, the Agreement of Merger and the terms and
conditions thereof and the mode of carrying the same into effect, together with
any provisions required or permitted to be set forth therein, are hereby
determined and agreed upon as hereinafter in this Agreement set forth.
1. GAF REAL ESTATE COMPANY, INC. shall, pursuant to the provisions
of the Delaware General Corporation Law be merged with and into MAYFAIR
INVESTMENTS, INC., which shall be the surviving corporation from and after the
effective time of the merger, and which is sometimes hereinafter referred to as
the "Surviving Corporation," and which shall continue to exist as said Surviving
Corporation; however, Article First of the Certificate of Incorporation of said
Surviving Corporation is hereby amended to read, in its entirety, as follows:
"First: The name of the corporation is
GAF REAL ESTATE COMPANY, INC."
pursuant to the provisions of the General Corporation Law of Delaware. The
separate existence of GAF REAL ESTATE COMPANY, INC., which is sometimes
hereinafter referred to as the "Terminating Corporation," shall cease at said
effective time in accordance with the provisions of the General Corporation Law
of the State of Delaware.
2. Annexed hereto and made a part hereof is a copy of the Articles
of Incorporation of the Surviving Corporation as the same are amended hereby and
shall be in full force and effect at the effective time in the State of Delaware
of the merger herein provided for; and said Articles of Incorporation shall
continue to be the Articles of Incorporation of said Surviving Corporation until
amended or changed pursuant to the provisions of the General Corporation Law of
Delaware.
3. The bylaws of the Surviving Corporation, as they exist at the
effective time of the merger, will be the bylaws of said Surviving Corporation
and will continue in full force and effect until amended or changed as therein
provided and in the manner prescribed by the provisions of the General
Corporation Law of Delaware.
4. The directors and officers of the Surviving Corporation in office
at the effective time of the merger shall continue to be the members of the
Board of Directors and the officers of the Surviving Corporation, all of whom
shall hold their directorships and offices until the election and qualification
of their respective successors or until their tenure is otherwise terminated in
accordance with the bylaws of the Surviving Corporation.
5. Each issued share of Common Stock, par value $1 per share, of the
Terminating Corporation shall, from and after the effective time of the merger,
be
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converted into one share of the Surviving Corporation's Common Stock, par value
$1 per share. The holders of the issued shares of Common Stock of the
Terminating Corporation shall surrender for conversion the certificates for such
shares to the Surviving Corporation as soon as practicable. Upon such surrender,
the Surviving Corporation shall cause to be issued and delivered to such holders
certificates for such number of shares of Common Stock of the Surviving
Corporation as equals the number of converted shares.
6. The one issued share of Common Stock of the Surviving Corporation
shall continue to be outstanding and shall not be converted or exchanged in any
manner.
7. All unissued shares of Common Stock and Preferred Stock of the
Terminating Corporation, shall, from and after the effective time of the merger,
be deemed cancelled.
8. The Surviving Corporation shall be possessed of all assets and
property of every description and every interest therein, wherever located, and
the rights, privileges, immunities, powers, franchises, and authority, of a
public as well as of a private nature, of the Terminating Corporation, and all
obligations belonging to or due to the Terminating Corporation, all of which
shall be vested in the Surviving Corporation without further act or deed. Title
to any real estate or any interest therein vested in the Terminating Corporation
shall not revert or in any way be impaired by reason or such merger. All the
rights of creditors of the Terminating Corporation are preserved unimpaired and
all liens upon the property of the Terminating Corporation are preserved
unimpaired on only the property affected by such liens immediately prior to the
effective date of the merger.
9. Upon approval by the shareholders of the Terminating Corporation
by written consent in lieu of a meeting in accordance with the provisions of the
Delaware General Corporation Law and by the shareholders of the Surviving
Corporation by written consent in lieu of a meeting in accordance with the
provisions of the General Corporation Law of Delaware, the said corporations
agree that they will cause to be executed and filed and recorded any document or
documents prescribed by the laws of the State of Delaware, and that they will
cause to be performed all necessary acts within the State of Delaware and
elsewhere to effectuate the merger herein provided for. The merger shall become
effective upon the completion of filing and recording in Delaware.
10. The respective Board of Directors and proper officers of the
Terminating Corporation and of the Surviving Corporation are hereby authorized,
empowered and directed to do any and all acts and things, and to make, execute,
deliver, file, and record any and all instruments, papers and documents which
shall be or become necessary, proper or convenient to carry out or put into
effect any of the provisions of this Agreement of Merger or of the merger herein
provided for.
IN WITNESS WHEREOF, this Agreement of Merger is hereby executed upon
behalf of each of the constituent corporation's parties thereto.
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Dated: November 30, 1988
Attest: GAF REAL ESTATE COMPANY, INC.
/s/ Deborah D. Lawson By: /s/ illegible
------------------------------ -------------------------------
Assistant Secretary Senior Vice President
Attest: MAYFAIR INVESTMENTS, INC.
/s/ Deborah D. Lawson By: /s/ illegible
------------------------------ -------------------------------
Assistant Secretary Senior Vice President
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CERTIFICATE OF ASSISTANT SECRETARY
OF
GAF REAL ESTATE COMPANY, INC.
The undersigned, being the Assistant Secretary of GAP REAL ESTATE
COMPANY, INC., does hereby certify that GAF CHEMICALS CORPORATION, sole holder
of all of the outstanding stock of said corporation, dispensed with a meeting
and vote of stockholders and consented in writing, pursuant to the provisions of
Section 228 of the General Corporation Law of the State of Delaware, to the
adoption of the Agreement of Merger.
Dated: November 30, 1988
/s/ Deborah D. Lawson
------------------------------------
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CERTIFICATE OF ASSISTANT SECRETARY
OF
MAYFAIR INVESTMENTS, INC.
-------------------------
The undersigned, being the Assistant Secretary or MAYFAIR
INVESTMENTS, INC., does hereby certify that GAF CHEMICALS CORPORATION, sole
holder of all of the outstanding stock of said corporation, dispensed with a
meeting and vote of stockholders and consented in writing, pursuant to the
provisions of Section 228 of the General Corporation Law of the State of
Delaware, to the adoption of the Agreement of Merger.
Dated: November 30, 1988
/s/ Deborah D. Lawson
------------------------------------
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STATE OF NEW JERSEY
COUNTY OF PASSAIC
On this 30th day of November, 1988, there came before me Irving
Kagan and Deborah D. Lawson known to me to be the persons who signed the
foregoing Agreement of Merger, and each of them acknowledged to me that he/she
signed such Agreement of Merger as the act and deed of MAYFAIR INVESTMENTS,
INC., duly authorized by its Board of Directors, and that the facts therein
stated are true.
/s/ Shirlee Kozell
------------------------------------
Notary Public
SHIRLEE KOZELL
NOTARY PUBLIC OF NEW JERSEY
My Commission Expires July 26, 1989
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STATE OF NEW JERSEY
COUNTY OF PASSAIC
On this 30th day of November, 1988, there came before me Irving
Kagan and Deborah D. Lawson known to me to be the persons who signed the
foregoing Agreement of Merger, and each of them acknowledged to me that he/she
signed such Agreement of Merger as the act and deed of GAF REAL ESTATE COMPANY,
INC., duly authorized by its Board of Directors, and that the facts therein
stated are true.
/s/ Shirlee Kozell
------------------------------------
Notary Public
SHIRLEE KOZELL
NOTARY PUBLIC OF NEW JERSEY
My Commission Expires July 26, 1989
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CERTIFICATE OF INCORPORATION
OF
GAF REAL ESTATE COMPANY, INC.
* * * * *
1. The name of the corporation is
GAF REAL ESTATE COMPANY, 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 is 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 the authority to issue is:
a. One Thousand (1,000) shares of Common Stock, par value
$1.00 per share. No holder of Common Stock shall have
any preemptive right of subscription to any share of any
class of stock or other securities of the corporation,
whether now or hereafter authorized or issued. Holders
of such shares shall be entitled to one vote per share
on all matters; upon which stockholders are entitled to
vote.
b. One Thousand (1,000) shares of Preferred Stock, no par
value. No holder of Preferred Stock shall have any
preemptive right of subscription to any share of any
class of stock or securities of the corporation, whether
now or hereafter authorized or issued. The Preferred
Stock, no par value, may be issued in one or more
series, from time to time, with such designations,
preferences and relative participating, option or other
special rights and qualifications, limitations or
restrictions thereon as may be provided in a resolution
or resolutions adopted by the Board of Directors of the
corporation. The authority of the Board of Directors of
the corporation includes, but is not limited to, the
determination or fixing of the following with respect to
the shares of each series of such Preferred Stock, no
par value, viz., (i) the number of shares and
designation; (ii) the dividend rate and whether the
dividends are to be cumulative; (iii) whether shares are
to be redeemable and, if so, the terms and provisions
applying; (iv) whether there shall be a sinking fund
and, if so, the terms and provisions applying; (v)
whether the shares should be convertible and, if so, the
terms and provisions applying; (vi) rights on
liquidation; (vii) what, if any, restrictions on payment
of dividends on other classes of stock shall apply;
(viii) what voting rights are to apply; and (ix) any
other rights, preferences and limitations. The
corporation
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may from time to time issue and dispose of any of the
authorized and unissued shares of Preferred Stock, no
par value, for such consideration as may be fixed from
time to time by the Board of Directors without action by
the stockholders.
5. The name and mailing address of each incorporator is as follows:
NAME MAILING ADDRESS
---- ---------------
D.A. Hampton Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
S.M. Fraticelli Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
S.J. Eppard Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
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.
8. Elections of directors need not be by written ballot unless the
by-laws of the corporation shall so provide.
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.
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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.
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CERTIFICATE OF INCORPORATION
OF
MAYFAIR INVESTMENTS, INC.
* * * * *
1. The name of the corporation is
MAYFAIR INVESTMENTS, 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 is 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 one thousand (1,000) and 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 as follows:
NAME MAILING ADDRESS
---- ---------------
D.A. Hampton Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
S.M. Fraticelli Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
S.J. Eppard Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
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.
8. Elections of directors need not be by written ballot unless the
bylaws of the corporation shall so provide.
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.
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.
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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 24th day of
June, 1985.
/s/ D.A. Hampton
------------------------------
D.A. Hampton
/s/ S.M. Fraticelli
------------------------------
S.M. Fraticelli
/s/ S.J. Eppard
------------------------------
S.J. Eppard
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