EXHIBIT 3.13
FILED
MAR 1 1989
[ILLEGIBLE]
SECRETARY OF STATE
CERTIFICATE OF INCORPORATION
OF
GND Investment Company
1. The name of the Corporation is GND Investment Company.
2. The address of its registered office is 103 Springer Building, 3411
Silverside Road, Wilmington, County of New Castle, Delaware 19810. The name
of its registered agent at such address is Organization Services, Inc.
3. The nature of the business to be conducted or promoted is to engage in any
lawful act or activity for which corporations may be organized under the
General Corporation Law of Delaware.
4. The total number of shares of stock which the Corporation shall have
authority to issue is One Thousand (1,000) shares of common stock; each
such share shall have One Dollar ($1.00) par value.
5. The name and mailing address of each incorporator is as follows:
NAME ADDRESS
---- -------
Cynthia L. Conner 103 Springer Building
3411 Silverside Road
Wilmington, Delaware 19810
Harold F. Kalbach, Jr. 103 Springer Building
3411 Silverside Road
Wilmington, Delaware 19810
6. The corporation is to have perpetual existence.
7. In furtherance and not in limitation of the powers conferred by stature,
the Board of Directors is expressly authorized to make, alter or repeal the
By-Laws of the Corporation.
8. Meetings of stockholders may be held within or without the State of
Delaware as the By-Laws may provide. The books of the Corporation may be
kept (subject to any provisions contained in the statutes) outside the
State of Delaware at such place or places as may be designated from time to
time by the Board of Directors or in the By-Laws of the Corporation.
Elections of Directors need not be by written ballot unless the By-Laws of
the Corporation shall so provide.
9. The corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now
or hereinafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
10. To the fullest extent permitted by the Delaware General Corporation Law as
the same exists or nay hereafter be amended, a director of this corporation
shall not be liable to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director.
WE THE UNDERSIGNED, being each of the incorporators 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 our act and deed and the facts herein stated are true, accordingly
have hereunto set our hands this 28th day of February, 1989.
/s/ Cynthia L. Conner
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Cynthia L. Conner
/s/ Harold F. Kalbach, Jr.
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Harold F. Kalbach, Jr.