EXHIBIT 3.21
ARTICLES OF INCORPORATION
TO THE DEPARTMENT OF STATE;
COMMONWEALTH OF PENNSYLVANIA:
In compliance with the requirements of the "Business Corporation Law," (Act
No. 106), approved the 5th day of May, A. D. 1933, the undersigned, all of whom
are citizens of the United States, desiring that they may be incorporated as a
business corporation, do hereby certify:
1st. The name of the corporation is
THE FULTON LAND AND TIMBER COMPANY.
2nd. The location and post office address of its initial registered
office in this Commonwealth is 123 S. Broad St., c/o C T Corporation System,
Philadelphia, Philadelphia County.
3rd. The purpose or purposes of the corporation are:
To acquire and hold by purchase, lease or otherwise, and to use,
improve, manage, lease, mortgage or otherwise encumber and lands, tenements and
real property of every description and tenure, and dispose of same or any or all
thereof in any manner whatsoever; to engage in the general lumber, timber and
milling business.
4th. The term of its existence is perpetual.
5th. The authorized capital stock of the corporation is 50 shares of
the par value of $100.00 per share.
6th. The amount of paid in capital with which the corporation will
begin business is $500.00.
7th. The names and addresses of the first directors and their terms
of office are:
NAME ADDRESS TERM OF OFFICE
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Frederick C. Elkins 248 W. Johnson Street, 1 year
Philadelphia, PA
Robert C. Willis, Jr. 26 South Street, 1 year
Baltimore, MD
Harold A. MacConney 4404 Chatham Road, 1 year
Baltimore, MD
8th. The names and addresses of the incorporators and the number and
class of shares subscribed by each are:
NO. AND CLASS
NAME ADDRESS OF SHARES
---- ------- --------------
F. Stanley Saurman Southampton, PA 1
Robert E. Boyd 100 Schoolhouse Lane, 1
Ardmore, PA
Thomas J. Cauley 933 Marlyn Road, 1
Philadelphia, PA
9th. In furtherance, and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter, amend
and repeal by-laws, subject to the power of the shareholders to change or repeal
such by-laws; and to set apart out of any of the funds of the corporation
available for dividends a reserve or reserves for any proper purpose or to
abolish any such reserve in the manner in which it was created.
The corporation may in its by-laws confer powers upon its Board of
Directors in addition to the foregoing, and in addition to the powers and
authorities expressly conferred upon it by statute, but not in conflict with the
laws of the Commonwealth of Pennsylvania.
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10th. The corporation reserves the right to amend, alter, change or
repeal any provision contained in these Articles of Incorporation, in the manner
now or hereafter prescribed by statute, and all rights conferred upon
shareholders herein are granted subject to this reservation.
F. STANLEY SAURMAN (SEAL)
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ROBERT E. BOYD (SEAL)
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THOMAS J. CAULEY (SEAL)
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COMMONWEALTH OF PENNSYLVANIA :
: ss.:
COUNTY OF PHILADELPHIA :
Before me, a Notary Public in and for the county aforesaid, personally came
the above named, F. Stanley Saurman, Robert E. Boyd, Thomas J. Cauley who, in
due form of law, acknowledged the foregoing instrument to be their act and deed
for the purposes therein specified.
Witness my hand and seal of office the 9th day of April, 1942.
EDNA H. GERDINE
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(SEAL) Notary Public
My Commission Expires March 6, 1945.
Approved and filed in the Department of State, this 13th day of April,
1942.
Charter Book No. 407, Page 555.
GENE D. SMITH
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Deputy Secretary of the Commonwealth
COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
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TO ALL TO WHOM THESE PRESENTS SHALL COME, GREETING:
WHEREAS, In and by the Business Corporation Law (Act No. 106), approved the
5th day of May, Anno Domini, One Thousand Nine Hundred and Thirty-three, the
Department of State is authorized and required to issue a
CERTIFICATE OF INCORPORATION
evidencing the incorporation of a business corporation organized under the
provisions of that law.
AND WHEREAS, The stipulations and conditions of that law have been fully
complied with by the persons desiring to incorporate as
THE FULTON LAND AND TIMBER COMPANY.
THEREFORE, KNOW YE, That subject to the Constitution of this Commonwealth
and, under the authority of the Business Corporation Law, I do by these
presents, which I have caused to be sealed with the Great Seal of the
Commonwealth, create, erect, and incorporate the incorporators of and the
subscribers to the shares of the proposed corporation named above, their
associates and successors, and also those who may thereafter become subscribers
or holders of the shares of such corporation, into a body politic and corporate
in deed and in law by the name chosen and hereinbefore specified, which shall
exist PERPETUALLY and shall be invested with, and have and enjoy all the powers,
privileges, and franchises incident to a business corporation
and be subject to all the duties, requirements, and restrictions specified and
enjoined in and by the Business Corporation Law and all other applicable laws of
this Commonwealth.
GIVEN under my Hand and the Great Seal of the
Commonwealth, at the City of Harrisburg, this 13th
day of April, in the year of our Lord One Thousand
(SEAL) Nine Hundred and Forty-two and of
the Commonwealth the one hundred and sixty-sixth.
GENE D. SMITH
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Deputy Secretary of the Commonwealth
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