Exhibit 3.15
CERTIFICATE OF INCORPORATION
-OF-
ROBERTS & SCHAEFER COMPANY
--------------------
THE UNDERSIGNED, in order to form a corporation for the purposes
hereinafter stated, under and pursuant to the provisions of the General
Corporation Law of the State of Delaware, does hereby certify as follows:
FIRST: The name of the corporation is:
ROBERTS & SCHAEFER COMPANY
SECOND: The registered office of the corporation is to be located at
306 South State Street, in the City of Dover, in the County of Kent, in the
State of Delaware. The name of its registered agent at that address is the
United States Corporation Company.
THIRD: The purpose of the corporation is to engage in any lawful act
or activity for which a corporation may be organized under the General
Corporation Law of Delaware.
FOURTH: The total number of shares of stock which the corporation is
authorized to issue is 1,000 and the par value of each of such shares if $1.00.
FIFTH: The name and address of the incorporator is as follows:
NAME ADDRESS
---- -------
CARY M. KEYES 11 East 63rd Street
New York, New York 10021
SIXTH: The following provisions are inserted for the management of
the business and for the conduct of the affairs of the corporation, and for
further definition, limitation and regulation of the powers of the corporation
and of its directors and stockholders:
(1) The number of directors of the corporation shall be such as
from time to time shall be fixed by, or in the manner provided in the by-laws.
Election of directors need not be by ballot unless the by-laws so provide.
(2) The Board of Directors shall have power without the assent
or vote of the stockholders,
(a) To make, alter, amend, change, add to or repeal the By-
Laws of the corporation; to fix and vary the amount to be reserved for
any proper purpose; to authorize and cause to be executed mortgages
and liens upon all or any part of the property of the corporation; to
determine the use and disposition of any surplus or net profits; and
to fix the times for the declaration and payment of dividends.
(b) To determine from time to time whether, and to what
extent, and at what times and places, and under what conditions and
regulations, the accounts and books of the corporation (other than the
stock ledger) or any of them, shall be open to the inspection of the
stockholders.
(3) The directors in their discretion may submit any contract or
act for approval or ratification at any annual meeting of the stockholders or at
any meeting of the stockholders called for the purpose of considering any such
act or contract, and any contract or act that shall be approved or be ratified
by the vote of the holders of a majority of the stock of the corporation which
is represented in person or by proxy at such meeting and entitled to vote
thereat (provided that a lawful quorum of stockholders be there represented in
person or by proxy) shall be as valid and as binding upon the corporation and
upon all the stockholders as though it had been approved
-2-
or ratified by every stockholder of the corporation, whether or not the contract
or act would otherwise be open to legal attack because of directors' interest,
or for any other reason.
(4) In addition to the powers and authorities herein-before or by
statute expressly conferred upon them, the directors are hereby empowered to
exercise all such powers and do all such acts and things as may be exercised or
done by the corporation; subject, nevertheless, to the provisions of the
statutes of Delaware, of this certificate, and to any by-laws from time to time
made by the stockholders; provided, however, that no by-laws so made shall
invalidate any prior act of the directors which would have been valid if such
by-law had not been made.
SEVENTH: The corporation shall, to the full extent permitted by
Section 145 of the Delaware General Corporation Law, as amended from time to
time, indemnify all persons whom it may indemnify pursuant thereto.
EIGHTH: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware, may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of
-3-
this corporation, as the case may be, to be summoned in such manner as the said
court directs. If a majority in number representing three-fourths in value of
the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this corporation as consequence of such
compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of this corporation, as the case
may be, and also on this corporation.
NINTH: 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 law, and all rights and powers conferred
herein on stockholders, directors and officers are subject to this reserved
power.
TENTH: The corporation shall have a perpetual duration.
IN WITNESS WHEREOF, I have hereunto set my hand and seal, the 18th day
of January, 1972.
/s/ GARY M. KEYES
____________________________ (L.S.)
GARY M. KEYES
-4-
CERTIFICATE OF CHANGE
OF
REGISTERED AGENT
AND
REGISTERED OFFICE
* * * * *
ROBERTS & SCHAEFER COMPANY, a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware, DOES
HEREBY CERTIFY:
The present registered agent of the corporation is UNITED STATES
CORPORATION COMPANY and the present registered office of the corporation is in
the county of Kent.
At a meeting of the Board of Directors of ROBERTS & SCHAEFER COMPANY,
held on 30th day of August A.D. 1973, the following resolution was duly adopted:
Resolved, that the registered office of ROBERTS & SCHAEFER COMPANY in
the state of Delaware be and it hereby is changed to No. 100 West Tenth
Street, in the City of Wilmington, County of New Castle, and the
authorization of the present registered agent of this corporation be and
the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be
and is hereby constituted and appointed the registered agent of this
corporation at the address of its registered office.
-5-
IN WITNESS WHEREOF, ROBERTS & SCHAEFER COMPANY has caused this
statement to be signed by Robert L. Williams, its Vice-President and attested by
Gary M. Keyes, its Secretary this 6th day of September, 1973.
/s/ Robert L. Williams
By_________________________________
Robert L. Williams
Vice-President
ATTEST:
/s/ Gary M. Keyes
By________________________
Gary M. Keyes
Secretary
-6-
CERTIFICATE OF CHANGE OF ADDRESS OF
REGISTERED OFFICE AND OF REGISTERED AGENT
PURSUANT TO SECTION 134 OF TITLE 8 OF THE DELAWARE CODE
To: DEPARTMENT OF STATE
Division of Corporations
Townsend Building
Federal Street
Dover, Delaware 19903
Pursuant to the provisions of Section 134 of Title 8 of the Delaware Code,
the undersigned Agent for service of process, in order to change the address of
the registered office of the corporations for which it is registered agent,
hereby certifies that:
1. The name of the agent is: The Corporation Trust Company
2. The address of the old registered office was:
100 West Tenth Street
Wilmington, Delaware 19801
3. The address to which the registered office is to be changed is:
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
The new address will be effective on July 30, 1984.
4. The names of the corporations represented by said agent are set forth
on the list annexed to this certificate and made a part hereof by
reference.
IN WITNESS WHEREOF, said agent has caused this certificate to be
signed on its behalf by its Vice-President and Assistant Secretary this
25th day of July, 1984.
THE CORPORATION TRUST COMPANY
-----------------------------
(Name of Registered Agent)
By /s/ Virginia Colvell
-----------------------------
(Vice-President)
ATTEST:
/s/ Mary G. ????????????
- -----------------------------
(Assistant Secretary)
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
----------------------------
ROBERTS & SCHAEFER COMPANY, a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
FIRST: That the Board of Directors of said corporation by the unanimous
written consent of its members adopted a resolution proposing and declaring
advisable the following amendment to the Certificate of Incorporation of this
corporation:
RESOLVED, that the Corporation's Certificate of Incorporation shall be
amended by adding the following as Section 7 thereof:
"7. No director of the corporation shall be personally liable to the
corporation or to any of its stockholders for monetary damages for
breach of fiduciary duty as a director, notwithstanding any provision
of law imposing such liability; provided, however, that to the extent
required from time to time by applicable law, this Section 7 shall not
eliminate or limit the liability of a director, to the extent such
liability is provided by applicable law, (a) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (b)
for acts of omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (c) under Section 174 of
Title 8 of the Delaware Code, or (d) for any transaction from which
the director derived an improper personal benefit. No amendment to or
repeal of this Section 7 shall apply to or have any effect on the
liability or alleged liability of any director for or with respect to
any acts or omissions of such director occurring prior to the
effective date of such amendment or repeal."
SECOND: That in lieu of a meeting and vote of stockholders, the
stockholders have given unanimous written consent to said amendment in
accordance with the provisions of Section 228 of the General Corporation Law of
the State of Delaware.
-1-
THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Sections 242 and 228 of the General Corporation Law
of the State of Delaware.
IN WITNESS WHEREOF, said ROBERTS & SCHAEFER COMPANY has caused this
certificate to be signed by Wayne J. Conner, its Senior Vice President and
Treasurer, this 30 day of July, 1996.
ROBERTS & SCHAEFER COMPANY
By /s/ Wayne J. Conner
-------------------------
Name: Wayne J. Conner
Title: Senior Vice President
and Treasurer
-2-