Exhibit 3.14
DEPARTMENT OF STATE
THE STATE OF OHIO
SHERROD BROWN
Secretary of State
755551
CERTIFICATE
It is hereby certified that the Secretary of State of Ohio has custody of the
Records of Incorporation and Miscellaneous Filings; that said records show the
filing and recording of: ARF MIS of:
PEERLESS CORPORATION
UNITED STATES OF AMERICA Recorded on Roll _______ at Frame ______
STATE OF OHIO of the Records of Incorporation and
OFFICE OF THE SECRETARY OF STATE Miscellaneous Filings.
WITNESS MY HAND AND THE SEAL OF THE
SECRETARY OF STATE, AT THE CITY OF
COLUMBUS, OHIO, THIS __________ DAY OF
___________. A.D. 19__.
SHERROD BROWN
Secretary of State
ARTICLES OF INCORPORATION
OF
PEERLESS CORPORATION
* * * * *
The undersigned, a citizen of the United States, desiring to form a
corporation, FOR PROFIT, does hereby CERTIFY:
ARTICLE I
The name of the corporation is Peerless Corporation.
ARTICLE II
The principal office of the Corporation shall be located in Ironton,
Lawrence County, Ohio.
ARTICLE III
The purpose or purposes for which, or for any of which, it is formed are
to enter into, promote or conduct any kind of business, contract or undertaking
permitted to corporations for profit organized under the General Corporation
Laws of the State of Ohio, to engage in any lawful act or activity for which
corporations may be formed under Sections 1701.01 to 1701.98, inclusive, of the
Revised Code of Ohio, and, in connection therewith, to exercise all express and
incidental powers normally permitted such corporations.
ARTICLE IV
The authorized number of shares of capital stock of the corporation shall
consist of Seven Hundred Fifty (750) shares, all of which shall be common
shares, without par value.
ARTICLE V
The corporation may purchase, from time to time, and to the extent
permitted by the laws of Ohio, shares of any class of stock issued by it. Such
purchases may be made either in the open market or at private or public sale,
and in such manner and amounts, from such holder or holders of outstanding
shares of the corporation and at such prices as the Board of Directors of the
corporation shall from time to time determine, and the Board of Directors is
hereby empowered to authorize such purchases from time to time without any vote
of the holders of any class of shares now or hereafter authorized and
outstanding at the time of any such purchase.
ARTICLE VI
Notwithstanding any provision of the laws of the State of Ohio now or
hereafter in force requiring, for any purpose, the vote of the holders of
greater than a majority but less than all of the voting power of the corporation
or of any class or classes of shares thereof, such action (unless otherwise
expressly prohibited by statute) may be taken by vote of the holders of shares
entitling them to exercise a majority of the voting power of the corporation or
of such class or classes.
ARTICLE VII
The preemptive right to purchase additional shares or any other securities
of the corporation is expressly denied to all shareholders of all classes.
2
IN WITNESS WHEREOF, I have subscribed my name to these Articles of
Incorporation on August 25, 1989.
/s/ Cindy Victor
------------------------------
Cindy Victor
(Sole Incorporator)
PEERLESS CORPORATION
ORIGINAL APPOINTMENT OF STATUTORY AGENT
* * * * *
The undersigned, being the Sole Incorporator of Peerless Corporation,
under the provisions of Section 1701.07 of the Ohio Revised Code, does hereby
appoint as Statutory Agent, Cindy Victor, a natural person resident of the State
of Ohio, upon whom any process, notice, or demand required or permitted by
statute to be served upon the corporation may be served.
The complete business address of said Agent is 1800 Society Building, in
the City of Cleveland, in Cuyahoga County, Ohio, Zip Code 44114.
IN WITNESS WHEREOF, the undersigned Sole Incorporator of Peerless
Corporation, has executed this Original Appointment of Statutory Agent on August
25, 1989.
/s/ Cindy Victor
__________________________________
Cindy Victor