Exhibit 3.45
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:30 PM 07/07/1999
991277237 - 3059231
CERTIFICATE OF INCORPORATION
OF
MILACRON PLASTICS TECHNOLOGIES GROUP INC.
I, the undersigned, for the purposes of incorporating and
organizing a corporation under the General Corporation Law of the State of
Delaware, do execute this Certificate of Incorporation and do hereby
certify as follows:
FIRST. The name of the corporation is Milacron Plastics
Technologies Group Inc.
SECOND. The address of the corporation's registered office in
the State of Delaware is 1209 Orange Street, in the City of Wilmington,
County of New Castle, 19801. The name of its registered agent at such
address is The Corporation Trust Company.
THIRD. 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.
FOURTH. The total number of shares of stock which the
corporation shall have authority to issue is 1,000. All such shares are to
be Common Stock, par value of $1.00 per share, and are to be of one
class.
FIFTH. The incorporator of the corporation is RL&F Service
Corp., whose mailing address is One Rodney Square, 10th Floor, Tenth and
King Streets, Wilmington DE 19801.
SIXTH. 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.
SEVENTH. In furtherance and not in limitation of the powers
conferred by the laws of the State of Delaware, the Board of Directors of
the corporation is expressly authorized to make, alter and repeal the
by-laws of the corporation, subject to the power of the stockholders of
the corporation to alter or repeal any by-law whether adopted by them or
otherwise.
EIGHTH. A director of the corporation shall not be liable to
the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except to the extent such exemption from
liability or limitation thereof is not permitted under the General
Corporation Law of the State of Delaware as the same exists or may
hereafter be amended. Any amendment, modification or repeal of the
foregoing sentence shall not adversely affect any right or protection of a
director of the corporation hereunder in respect
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of any act or omission occurring prior to the time of such amendment,
modification or repeal.
NINTH. 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 may
be added or inserted, in the manner now or hereafter prescribed by law;
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 rights reserved in this
article.
TENTH. The powers of the incorporator are to terminate upon
the filing of this Certificate of Incorporation with the Secretary of
State of the State of Delaware. The names and mailing addresses of the
persons who are to serve as the initial directors of the corporation until
the first annual meeting of stockholders of the corporation, or until
their successors are duly elected and qualified, are:
Daniel J. Meyer
2090 Florence Avenue
Cincinnati, OH 45206
Harold J. Faig
2090 Florence Avenue
Cincinnati, OH 45206
Ronald D. Brown
2090 Florence Avenue
Cincinnati, OH 45206
The undersigned incorporator hereby acknowledges that the
foregoing certificate of incorporation is his act and deed on this the 7th
day of July 1999.
RL&F SERVICE CORP.
By: /s/ C. Stephen Bigler
--------------------------------
C. Stephen Bigler
President
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