EXHIBIT 3.42
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 01:00 PM 12/06/2001
010622500 - 3464943
CERTIFICATE OF INCORPORATION
OF
CYPRUS CREEK LAND COMPANY
*****
1. The name of the corporation is: CYPRUS CREEK LAND COMPANY
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 Hundred (100) and the par
value of each of such shares is: Ten Dollars and No Cents
($10.00) amounting in the aggregate to One Thousand Dollars and
No Cents ($ 1,000.00 ).
5. The name and mailing address of each incorporator is as
follow:
NAME MAILING ADDRESS
- ------------- ------------------------------------
M.K. Ascione 1209 Orange St., Wilmington, DE 19801
Lynn Ellis 1209 Orange St., Wilmington, DE 19801
Karl DeDonato 1209 Orange St., Wilmington, DE 19801
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
- --------------- -------------------
ROGER B. WALCOTT 701 Market Street
9th Floor
St. Louis, MO 63101
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.
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 member of a committee, the member or members
present at any meeting and not disqualified from voting, whether or
not such member or members 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 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 the following matters: (i) approving or adopting, or
recommending to the stockholders, any action or matter expressly
required by the Delaware General Corporation Law to be submitted to
stockholders for approval or (ii) adopting, amending or repealing any
bylaw 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 directors shall
deem expedient and for the best interests of the corporation.
8. Elections of directors need not be by written ballot unless
the by-laws of the corporation shall 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.
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.
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 5th day of December, 2001.
/S/ M.K. ASCIONE
----------------
/S/ LYNN EILIS
----------------
/S/ KARL DEDONATO
-----------------