Exhibit 3.7
CERTIFICATION OF INCORPORATION
OF
TRANSERVICE, INC.
1. The name of the corporation is:
TRANSERVICE, INC.
2. The address of its registered office in the State of Delaware is
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. The nature of the business or purposes 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) all of such shares shall be without
par value.
5. The board of directors is authorized to make, alter or repeal the
by-laws of the corporation. Election of directors need not be by written
ballot.
6. The name and mailing address of the incorporator is:
J. L. Austin
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of
Delaware, do make this certificate, hereby declaring and certifying that this is
my act and deed and the facts herein state are true, and accordingly have
hereunto set my hand this 10th day of November, 1992.
/s/ J. L. Austin
-----------------------------
J. L. Austin
JOINT WRITTEN CONSENT OF
THE DIRECTORS AND SOLE SHAREHOLDER
OF TRANSERVICE, INC.
The undersigned, being all the directors and the sole shareholder of
Transervice, Inc., a Delaware corporation (the "Corporation"), acting pursuant
to Sections 141(f), 228 and 242 of the Delaware General Corporation Law adopt
the following resolutions by written consent in lieu of holding a special
meeting:
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 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 or 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."
RESOLVED, that the By-Laws of the Corporation are hereby amended and
restated to the form of By-Laws set forth on attached
and incorporated Exhibit A to this Consent, and the Secretary is hereby directed
to place such By-Laws in the Corporation's minute book.
This Consent shall be placed in the Corporation's minute book.
Dated as of February 2, 1996.
ELGIN NATIONAL INDUSTRIES, INC.,
being the sole shareholder
By: /s/ Wayne J. Conner
--------------------------
Wayne J. Conner,
Vice President
/s/ Fred C. Schulte
--------------------------
Fred C. Schulte
/s/ Charles D. Hall
--------------------------
Charles D. Hall
/s/ Wayne J. Conner
--------------------------
Wayne J. Conner
Being all the directors of
the Corporation
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