Exhibit 3.29
(STAMP)
11555
(STATE OF DELAWARE LOGO)
OFFICE OF SECRETARY OF STATE
I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF NEW DICO COMPANY, INC. FILED IN THIS OFFICE ON THE FIFTEENTH
DAY OF JULY, A.D. 1986, AT 10 O'CLOCK A.M.
| | | | | | | | | |
(SEAL) /s/ Michael Harkins
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Michael Harkins, Secretary of State
AUTHENTICATION: |0885103
DATE: 07/15/1986
726196030
BOOK 390 PAGE 228
(STAMP)
CERTIFICATE OF INCORPORATION
OF
NEW DICO COMPANY, INC.
1. Name. The name of the corporation is New Dico Company, Inc. (the
"Corporation").
2. Registered Office and Agent. The address of its registered office
in the State of Delaware is The Corporation Trust Center, 1209 Orange Street, in
the City of Wilmington, County of New Castle. The name of its registered agent
at such address is The Corporation Trust 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 other law of Delaware.
4. Authorized Capital. The aggregate number of shares which the
Corporation shall have authority to issue is One Thousand (1,000) and the par
value of each of such shares is One Dollar ($1.00), amounting in the aggregate
to One Thousand Dollars ($1,000.00).
5. Incorporator. The name and mailing address of the incorporator are
as follows:
Name Mailing Address
---- ---------------
Craig L. Godshall 3400 Centre Square West
1500 Market Street
Philadelphia, PA 19102
6. Term. The corporation is to have perpetual existence.
7. Bylaws. The bylaws of the Corporation may be altered, amended or
repealed by the vote of a majority of all of the directors or by the vote of
holders of a majority of the outstanding stock entitled to vote.
8. Election of Directors. Election of directors need not be by written
ballot unless the bylaws of the Corporation shall so provide.
(STAMP)
9. Limited Liability. 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.
10. Right to Amend. The Corporation reserves the right to amend the
provisions in this certificate and in any certificate amendatory hereof in the
manner now or hereafter described by law, and all rights conferred on
stockholders or other hereunder or thereunder are granted subject to such
reservation.
I, THE UNDERSIGNED, being the 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
that this is my act and deed and the facts stated herein are true, and
accordingly have hereunto set my hand this 14th day of July, 1986.
/s/ Craig L. Godshall
----------------------------------------
Incorporator
(STAMP)
-2-
CERTIFICATE OF AMENDMENT
OF
CERTIFICATION OF INCORPORATION
OF
NEW DICO COMPANY, INC.
New Dico Company Inc., 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 unanimous written consent of the Board of Directors of
the Company dated August 11th, 1986, resolutions were duly adopted setting forth
a proposed amendment of the Certificate of Incorporation of the Company,
declaring said amendment to be advisable and calling for approval of said
proposed amendment by the stockholders 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 name as amended
would read as follows:
"1. The name of the corporation is Dico Inc. (the
'Corporation')."
SECOND: That thereafter, pursuant to resolutions of its Board of
Directors, the proposed amendment was approved by the stockholders of the
Company by written consent dated August 11th, 1986.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
FOURTH: That the capital of the Company shall not be reduced under or
by reason of said amendment.
IN WITNESS WHEREOF, the Company has caused its corporate seal to be
hereunto affixed and this certificate to be signed by David E. Stoll, its Vice
President, and by Lawrence K. Sandness, its Assistant Secretary, this 12th day
of August, 1986.
NEW DICO COMPANY, INC.
By: /s/ David E. Stoll
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Vice President
[CORPORATE SEAL]
Attest: /s/ Lawrence K. Sandness
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Assistant Secretary