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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 11/08/1996
960326801-2682172
Exhibit 3.1
CERTIFICATE OF INCORPORATION
OF
CMHC ACQUISITION CORPORATION
1. Name. The name of the Corporation is CMHC Acquisition Corporation.
2. Registered Office and Agent. The address of the Corporation's
registered office in the State of Delaware is 1013 Centre Road, in the City of
Wilmington, County of New Castle. The name of the Corporation's registered
agent at such address is Corporation Service Company.
3. Purpose. The purposes for which the Corporation is formed are to
engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware and to possess and exercise all
of the powers and privileges granted by such law and any other law of Delaware.
4. Authorized Capital. The aggregate number of shares of stock which
the Corporation shall have authority to issue is one thousand (1,000) shares,
all of which are of one class and are designated as Common Stock and each of
which has a par value of one cent ($.01).
5. Incorporator. The name and mailing address of the incorporator are
Robin L. Foelster, 4000 Bell Atlantic Tower, 1717 Arch Street, Philadelphia,
Pennsylvania 19103-2793.
6. Bylaws. The board of directors of the Corporation is authorized to
adopt, amend or repeal the bylaws of the Corporation, except as otherwise
specifically provided therein.
7. Elections of Directors. Elections of directors need not be by written
ballot unless the bylaws of the Corporation shall so provide.
8. Right to Amend. The Corporation reserves the right to amend any
provision contained in this Certificate as the same may from time to time be in
effect in the manner now or hereafter prescribed by law, and all rights
conferred on stockholders or others hereunder are subject to such reservation.
9. Limitation on Liability. The directors of the Corporation shall be
entitled to the benefits of all limitations on the liability of directors
generally that are now or hereafter become available under the General
Corporation Law of Delaware. Without limiting the generality of the foregoing,
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,
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 an improper personal benefit.
Any repeal or modification of this Section 9 shall be prospective only, and
shall not affect, to the detriment of any director, any limitation on the
personal liability of a director of the Corporation existing at the time of
such repeal or modification.
Dated: November 8, 1996
/s/ Robin L. Foelster
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Robin L. Foelster
Incorporator
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
CMHC ACQUISITION CORPORATION
CMHC Acquisition Corporation, a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware (the "Company"), does hereby certify:
FIRST: That by written consent of the board of directors dated November
22, 1996, a resolution was duly adopted setting forth a proposed
amendment to the Certificate of Incorporation of the Company, declaring
said amendment to be advisable and calling for consideration of said
proposed amendment by the sole stockholder of the Company. The
resolution setting forth the amendment is as follows:
RESOLVED, that it is hereby proposed that Article 1 of the
Certificate of Incorporation of the Company be amended so that the same as
amended would read as follows:
1. Name. The name of the Corporation is CLARK Material
Handling Company.
SECOND: That thereafter, pursuant to the resolution of the board of
directors, the proposed amendment was approved by the sole stockholder
of the Company by written consent dated November 22, 1996.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 and 228 of the General Corporation Law of the
State of Delaware.
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IN WITNESS WHEREOF, the Company has caused this Certificate to
be executed by Michael J. Grossman, its Secretary, this 22nd day of November,
1996.
CMHC ACQUISITION CORPORATION
By: /s/ Michael J. Grossman
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Michael J. Grossman
Secretary
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