EXHIBIT 3.33
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FIELD 10:00 AM 09/22/1998
981366213 - 2946694
CERTIFICATE OF INCORPORATION
OF
UNILOY MILACRON INC.
---------------------------------
A corporation organized pursuant to
the General Corporation Law of the State of Delaware
---------------------------------------------------------
ARTICLE I
Name
The name of the corporation (hereinafter called the "Corporation") is:
Uniloy Milacron Inc.
ARTICLE II
Registered Office and Registered Agent
The address of the Corporation's 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 the Corporation's registered agent
at such address is The Corporation Trust Company.
ARTICLE III
Business or Purposes To Be
Conducted or Promoted
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 the
State of Delaware.
2
ARTICLE IV
Capital Stock
The total number of shares of all classes of capital stock which the
Corporation shall have authority to issue is 10,000 shares of Common
Stock, and the par value of each of such shares is $1.00 amounting in the
aggregate to $10,000.
ARTICLE V
Incorporator
The name and mailing address of the sole incorporator of the Corporation is as
follows:
Hugh C. O'Donnell
4701 Marburg Avenue
Cincinnati, Ohio 45209
ARTICLE VI
Business and Affairs of the Corporation
For the management of the business and for the conduct of the
affairs of the Corporation, and in further definition, limitation and
regulation of the powers of the Corporation and its directors and
stockholders, it is further provided that:
(a) the number of directors of the Corporation shall be fixed by, or
in the manner provided in, the By-laws of the Corporation;
(b) in furtherance and not in limitation of the powers conferred by
the laws of the State of Delaware, the Corporation, in the By-laws, may
authorize and empower the Board of Directors to make, alter, amend or
repeal from time to time the By-laws of the Corporation in any manner not
inconsistent with the laws of the State of Delaware or this Certificate of
Incorporation, subject to the right of the stockholders of the Corporation
entitled to vote with respect there to alter, amend or repeal the By-laws
of the Corporation;
(c) in addition to the powers and authorities herein or by statute
expressly conferred upon it, the Board of Directors may exercise all such
powers and do all such acts and things as may be exercised or done by the
Corporation, subject, nevertheless, to the provisions of the laws of the
State of Delaware, of this Certificate of Incorporation and of the By-laws
of the Corporation;
3
(d) unless and except to the extent that the By-laws of the
Corporation shall so require, the election of directors of the Corporation
need not be by written ballot; and
(e) any director or any officer of the Corporation elected or
appointed by its stockholders or by its Board of Directors, or any
committee thereof, may be removed at any time by a unanimous consent of
the stockholders or in such other manner as shall be provided in the
By-laws, except as otherwise provided by law.
ARTICLE VII
Indemnification
To the fullest extent that the General Corporation Law of the State of
Delaware as it exists on the date hereof or as it may hereafter be amended
permits the limitation or elimination of the liability of directors, no director
of the Corporation shall be liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director. No amendment to or
repeal of this Article shall apply to or have any effect on the liability or
alleged liability of any director of the Corporation for or with respect to any
acts or omissions of such director prior to such amendment or repeal.
ARTICLE VIII
Amendment
The Corporation reserves the right at any time and from time to time to
amend, alter, change or repeal any provision contained in this Certificate of
Incorporation, and other provisions authorized by the laws of the State of
Delaware at the time in force or as may hereafter be added or inserted, in the
manner now or hereafter prescribed by law and consistent with Article VII as now
in force; and all rights, preferences and privileges of whatsoever nature
conferred upon stockholders, directors or any other persons whomsoever by and
pursuant to this Certificate of Incorporation in its present form or as
hereafter amended are granted subject to the right reserved in this Article.
4
I, 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, do make this certificate, hereby declaring and
certifying, under penalties of perjury, that this is my act and deed and the
facts herein stated are true, and accordingly have hereunto set my hand as of
this 21st day of September, 1998.
/s/ Hugh C. O'Donnell
---------------------------
Hugh C. O'Donnell
Incorporator