Exhibit 3.13
DELAWARE Page 1
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THE FIRST STATE
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE
OF "BELCHER CORPORATION" AS RECEIVED AND FILED IN THIS OFFICE.
THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:
CERTIFICATE OF INCORPORATION, FILED THE ELEVENTH DAY OF AUGUST, A.D. 1989,
AT 9 O'CLOCK A.M.
CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE ELEVENTH DAY OF
DECEMBER, A.D. 1996, AT 4 O'CLOCK P.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION.
/s/ Harriet Smith Windsor
[SEAL] -------------------------
Harriet Smith Windsor,
Secretary of State
2204798 8100H AUTHENTICATION: 2653874
030618135 DATE: 09-25-03
CERTIFICATE OF INCORPORATION
OF
BELCHER CORPORATION
FIRST
The name of the corporation is Belcher Corporation.
SECOND
The address of the corporation's registered office in the State of
Delaware is 1013 Centre Road, City of Wilmington, County of New Castle, 19805.
The name of its registered agent at such address is Corporation Service Company.
THIRD
The nature of the business or purpose to be conducted or promoted by
the corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of Delaware. In
connection therewith, the corporation shall possess and exercise all of the
powers and privileges granted by the General Corporation Law of Delaware or
this Certificate of Incorporation together with any powers incidental thereto,
so far as such powers and privileges are necessary or convenient to the
conduct, promotion or attainment of the business or purposes of the corporation.
FOURTH
The total number of shares of stock which the corporation shall have
the authority to issue is one hundred (100) shares of Common Stock, without par
value.
FIFTH
The name and mailing address of the Sole Incorporator of the Corporation
is as follows:
NAME MAILING ADDRESS
Cindy Victor 1800 Society Building
Cleveland, OH 44114-2688
SIXTH
The Directors of the corporation shall have the power to adopt, amend, or
repeal the by-laws of the corporation.
SEVENTH
To the fullest extent permitted by the Delaware General Corporation Law as
the same exists or may hereafter be amended, a Director of this corporation
shall not be liable to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a Director.
THE UNDERSIGNED, being the Sole Incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, does make this certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 11th day of August, 1989.
/s/ Cindy Victor
---------------------------
(Cindy Victor)
(Sole Incorporator)
182\20573ACA.312
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:00 PM 12/11/1996
960365316 - 2204798
CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE
Belcher Corporation, 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 Belcher Corporation adopted the following
resolution on the 21st day of August, 1996.
Resolved, that the registered office of Belcher Corporation
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
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, Belcher Corporation has caused this statement to be
signed by Michael L. Miller, its Secretary, this 4th day of Nov., 1996.
/s/ Michael L. Miller