EXHIBIT 3.19
CERTIFICATE OF INCORPORATION
OF
TRANS-SERVE, INC.
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FIRST. The name of the corporation is Trans-Serve, Inc.
SECOND. Its principal office in the State of Delaware is located at 100
West Tenth Street, in the City of Wilmington, County of New Castle. The name and
address of its resident agent is The Corporation Trust Company, 100 West Tenth
Street, Wilmington, Delaware.
THIRD. The nature of the business, or objects or purposes to be transacted,
promoted or carried on are:
a. To repair, service, manufacture, buy, sell, rent, store and care for
motor vehicles, trailers and refrigeration equipment of all kinds, nature and
description, and equipment and supplies therefor and appurtenances thereto; to
build, purchase, erect, lease or otherwise acquire and operate buildings,
storage houses and garages for repairing, servicing, manufacturing, buying,
selling, renting, storing and caring for motor vehicles, trailers and
refrigeration equipment of all kinds, nature and description and equipment and
supplies therefor and appurtenances thereto of every kind, nature and
description; to buy, sell and deal in all goods, wares and merchandise necessary
or incidental to the operation, repair, servicing and equipment of motor
vehicles, trailers and refrigeration equipment of all kinds, nature and
description; and to engage in the business of servicing, maintaining and
repairing transportation facilities, equipment and property of any and every
description;
b. To make, manufacture, process, organize, finance, manage, operate,
purchase, sell, own, hold, store, exchange, rent, lease, service, repair,
maintain, handle or deal in and with in any manner or in any legal capacity, new
and used articles, products, merchandise, supplies, and property of any and
every description;
c. To carry on and conduct either directly or through subsidiaries any
lawful business or businesses including, but without limitation, any
manufacturing, extractive, distributive, mercantile, finance, service,
transportation, pipeline, and other lawful businesses, and to do all things
necessary or proper for the conduct of any businesses in which the corporation
is now or may hereafter be engaged;
d. To cause to be formed, to promote, and to aid in the formation of any
corporation or association, domestic or foreign, and to cause or participate in
the merger, consolidation, reorganization, liquidation or dissolution of any
corporation or association, domestic or foreign, in which, or in the business or
welfare of which, the corporation shall have directly or indirectly any
interest;
e. To operate, manage, supervise, and control all or any part of the
business and property of any corporation, association, firm, entity, individual
or undertaking, domestic or foreign, or to take any part therein, and to appoint
and remunerate any directors, accountants, other experts, agents, employees and
persons;
f. To acquire by purchase, lease or otherwise, to construct, assemble,
own, hold, lease, rent, remodel, improve, reconstruct, mortgage, encumber,
operate, manage, deal in and dispose of machinery, equipment, appliances,
fixtures, buildings, offices, factories, storerooms, warehouses, plants,
garages, apartments and houses, with all improvements, machines, fixtures and
equipment appurtenant or convenient thereto, or which may be useful or desirable
in the conduct of any business or businesses in which the corporation is or may
be engaged;
g. To enter into, make and perform contracts of every kind and
description with any person, firm, association, corporation, municipality,
county, state, body politic or government or colony or dependence thereof;
h. To own, acquire, buy, sell, deal in, lease, rent, remodel, improve,
reconstruct, mortgage and otherwise encumber real estate, whether improved or
unimproved, and any interest of any kind whatsoever therein, and to own, hold,
deal in and dispose of such property, whether real, personal or mixed, as may be
necessary or desirable for the successful conduct and operation of any business
or businesses in which the corporation is or may be engaged;
i. To acquire the good will, business, rights, assets and property and to
undertake or assume the whole or any part of the obligations or liabilities of
any person, firm, association or corporation, and to pay for the same in cash,
property, stocks, notes or otherwise; to hold and enjoy or in any manner to
dispose of the whole or any part of the property, assets and rights so acquired;
to conduct in any lawful manner the whole or any part of any business so
acquired, and to exercise all powers necessary or convenient in and about the
conduct and management of any business or businesses in which the corporation is
now or may hereafter be engaged;
j. To sell, lease, convey, or otherwise dispose of, mortgage, pledge or
otherwise encumber all or any part of its property and assets;
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k. To acquire, deal in, purchase, own, hold, lease, rent, mortgage,
develop, mine, produce, acquire, exploit, encumber and dispose of lumber,
natural resources, minerals and mineral rights or royalty interests of any kind,
either as a principal, agent, or in any other legal capacity;
l. To acquire, own, deal in, hold, enjoy, use and dispose of patents and
patent rights, trademarks and trade names, distinctive marks, copyrights,
licenses, inventions, improvements, processes, franchises, permits and other
evidences of lawful authority or agency in aid of, or as incident to the lawful
transaction of any business or businesses in which the corporation is or may be
engaged and the accomplishment of its objects and purposes;
m. To borrow money for any of the purposes of the corporation and to
draw, make, accept, endorse, discount, execute, issue, sell, pledge or otherwise
dispose of promissory notes, drafts, bills of exchange, warrants, bonds,
debentures and other negotiable or non-negotiable, transferable or non-
transferable instruments and evidences of indebtedness, and to secure the
payment thereof and the interest thereon by mortgage, assignment in trust,
pledge, conveyance, or other encumbrance of the whole or any part of the
property of the corporation at the time owned or thereafter acquired;
n. To invest its funds; to acquire by purchase, exchange, subscription or
in any other lawful manner, and to receive, hold, own, guarantee, sell, assign,
exchange, transfer, mortgage, pledge or otherwise dispose of or deal in any
manner in and with any of the shares of the capital stock, or any voting trust
certificates in request of the shares of capital stock, scrip, warrants, bonds,
debentures, notes, trust receipts, and other securities, obligations, chooses in
action and evidence of indebtedness or interest issued or created by any
corporations, joint stock companies, syndicates, associations, firms, trusts or
persons, public or private, or by the government of the United States of
America, or by any foreign government, or by any state, territory, province,
municipality or other political subdivision or by any governmental agency, and
as owner thereof to possess and exercise all the rights, powers and privileges
of ownership, including, but without limitation, the right to execute consents
and vote thereon, to operate, supervise, control, manage and conduct any
business, and to do any and all acts and things necessary or advisable for the
preservation, protection, improvement and enhancement in value thereof;
o. To purchase, acquire, hold, sell, transfer and redeem or otherwise
deal in shares of its own capital stock, whenever and to the fullest extent
permitted by law;
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p. To lend money, and to acquire, take or hold as security, if desired,
real and personal property, bonds, debentures, notes or any other evidences of
interest or indebtedness or any other security for the payment of funds so
loaned; to promote or to aid in any manner, financially or otherwise, any
corporation or association of which any stocks, bonds or other evidences of
indebtedness or securities are held directly or indirectly by this corporation;
and for this purpose to guarantee the contracts, dividends, stocks, bonds, notes
and other obligations of such other corporation or association, and to do any
other acts or things designed to protect, preserve, improve or enhance the value
of such stock, bonds, or other evidences of indebtedness or securities;
q. To have one or more offices in any of the states, districts,
territories or colonies of the United States and in any and all foreign
countries, to carry on all or any of its operations and businesses and, without
restriction or limit as to amount, to purchase or otherwise acquire, hold, own,
mortgage, sell, convey or otherwise dispose of, real and personal property of
every class and description in any of the states, districts, territories or
colonies of the United States, and in any and all foreign countries, subject to
the laws of such state, district, territory, colony or country;
r. In general, to carry on any business whatsoever which is calculated
directly or indirectly to promote the interest of the corporation or to enhance
the value of its properties, and to have and exercise all the powers conferred
by the laws of Delaware upon corporations formed under the General Corporation
Law of the State of Delaware, and to do any or all of the things hereinbefore
set forth to the same extent as natural persons might or could do;
s. The objects and purposes specified in the foregoing clauses shall,
except where otherwise expressed, be in nowise limited or restricted by
reference to, or inference from the terms of any other clauses in this
Certificate of Incorporation, but the objects and purposes specified in each of
the foregoing "a" to "r" inclusive of this paragraph shall be regarded as
independent objects and purposes;
t. The foregoing clauses shall be construed both as objects and powers,
and it is hereby expressly provided that the foregoing enumeration of specified
powers shall not be held to limit or restrict in any manner the powers of this
company;
FOURTH. The total number of shares of stock which the corporation shall
have authority to issue is One Thousand (1,000) and the par value of each of
such shares is Ten Dollars ($10.00) amounting in the aggregate to Ten Thousand
Dollars ($10,000.00).
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No holder of shares of any class of stock authorized or issued pursuant
hereto or hereafter authorized or issued shall have any pre-emptive or
preferential right of subscription to any shares of any class of stock of this
corporation, either now or hereafter authorized, or to any obligations
convertible into stock of any class of this corporation, issued or sold, nor any
right of subscription to any thereof.
FIFTH. The minimum amount of capital with which the corporation shall
commence business is One Thousand Dollars ($1,000.00).
SIXTH. The name and places of residence of each of the incorporators are as
follows:
NAME RESIDENCE
Marvin C. Hayward 6810 Fonticello Lane
Prairie Village, Kansas
Robert I. Donnellan 721 East 70th
Kansas City, Missouri
George R. Haydon, Jr. 7600 Aberdeen
Shawnee Mission, Kansas
SEVENTH. The existence of this corporation is to be perpetual.
EIGHTH. The private property of the stockholders shall not be subject to
the payment of corporate debts to any extent whatever.
NINTH. In addition to and in furtherance of, and not in limitation of, the
powers conferred by law, the board of directors is expressly authorized:
a. To make, alter or repeal the by-laws of the corporation.
b. To fix the amount to be reserved as working capital.
c. To authorize and cause to be executed mortgages and liens without
limit as to the amount upon the real and personal property and franchises of the
corporation.
d. To set apart out of any of the funds of the corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve in the manner in which it was created.
e. By resolution passed by a majority of the whole board, to designate
one or more committees, each committee to consist of two or more of the
directors of the corporation, which to the extent provided in the resolution or
in the by-laws of the corporation, shall have and may exercise the powers of the
board of directors in the management of the business and affairs of the
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corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it. Such committee or committees shall have such name
or names as may be stated in the by-laws of the corporation or as may be
determined from time to time by resolution adopted by the board of directors.
f. When and as authorized by the affirmative vote of the holders of a
majority of the stock issued and outstanding having voting power given at a
stockholders' meeting duly called for that purpose, or when authorized by the
written consent of the holders of a majority of the voting stock issued and
outstanding, to sell, lease or exchange all of the property and assets of the
corporation, including its good will and its corporate franchises, upon such
terms and conditions and for such consideration, which may be in whole or in
part shares of stock in, and/or other securities of, any other corporation or
corporations, as its board of directors shall deem expedient and for the best
interests of the corporation.
TENTH. The number of directors of the corporation shall be as fixed from
time to time by, or in the manner provided in, the by-laws. Newly created
directorships and any vacancies in the board of directors may be filled by a
majority of the remaining directors although less than a quorum. The directors
need not be stockholders.
ELEVENTH. The stockholders and directors shall have power to hold their
meetings and keep the books, documents and papers of the corporation outside of
the State of Delaware, at such places as may be from time to time designated by
the by-laws or by resolution of the stockholders or directors, except as
otherwise required by the laws of Delaware. Election of directors need not be by
ballot unless the by-laws of the corporation shall so provide.
TWELFTH. The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
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, file and record this certificate, hereby
declaring and certifying that the facts herein stated are true and accordingly
have hereunto set our hands this 28/th/ day of September, 1965.
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/s/ Marvin C. Hayward
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/s/ Robert I. Donnellan
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/s/ George R. Haydon, Jr.
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STATE OF MISSOURI )
) SS.
COUNTY OF JACKSON )
BE IT REMEMBERED that on this 28/th/ day of September, 1965, personally
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came before me, a Notary Public for the State of Missouri, County of Jackson,
all of the parties to the foregoing Certificate of Incorporation, known to me
personally to be such, and severally acknowledged the said certificate to be the
voluntary act and deed of the signers, respectively, and that the facts therein
stated are truly set forth.
Given under my hand and seal of office the day and year aforesaid.
/s/ Mary L. Whitaker
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Notary Public
My Commission expires:
July 22, 1968
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