Exhibit 3.9
FORM BCA-47
ARTICLES OF INCORPORATION
TO: JIM EDGAR, Secretary of State
The name and address of the incorporators are as follows:
Name Number Street City State Zip Code
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Thomas J. Wolf, Jr. 617 East Church Street Harrisburg IL 62946
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The above named incorporators, being one or more natural persons of the age of
twenty-one years or more or a corporation, and having subscribed to the shares
of the corporation to be organized pursuant hereto, for the purpose of forming a
corporation under "The Business Corporation Act" of the State of Illinois, do
hereby adopt the following Articles of Incorporation:
ARTICLE ONE
The name of the corporation hereby incorporated is: Centrifugal Services, Inc.
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ARTICLE TWO
The name and address of the initial registered agent and registered office are:
Registered agent Jerry Farmer
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Registered office Route #1, Box 137A
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City, Zip code, County Galatia, IL 62935, Saline
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ARTICLE THREE
The duration of the corporation is [X] perpetual OR ___________ years
ARTICLE FOUR
The purposes for which the corporation is organized are:
To buy, sell, own and lease real estate; to buy, sell, trade, repair and
causing to be repaired various types of equipment; and to do all things
associated with the foregoing that are authorized by The Business Corporation
Act of Illinois.
ARTICLE FIVE
Paragraph 1: The class, number of shares, the par value, if any, of each class
which the corporation is authorized to issue, the number the corporation
proposes to issue without further report to the Secretary of State, and the
consideration (expressed in dollars) to be received by the corporation therefor,
are:
Par or Number of shares Number of shares Total consideration
Class Series no par authorized to be issued to be received therefor
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common no par 1,000 200 $1,000
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Total $1,000
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Paragraph 2: The preferences, qualifications, limitations, restrictions and the
special or relative rights in respect of the shares of each class are:
ARTICLE SIX
The corporation will not commence business until at least one thousand dollars
has been received as consideration for the issuance of shares.
ARTICLE SEVEN
The number of directors to be elected at the first meeting of the shareholders:
two (2).
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ARTICLE EIGHT
Paragraph 1: It is estimated that the value of all property to be owned by the
corporation for the following year wherever located will be $ .
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Paragraph 2: It is estimated that the value of the property to be located within
the State of Illinois during the following year will be $ .
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Paragraph 3: It is estimated that the gross amount of business which will be
transacted by the corporation during the following year will be $ .
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Paragraph 4: It is estimated that the gross amount of business which will be
transacted at or from places of business in the State of Illinois during the
following year will be $ .
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NOTE: If all the property of the corporation is to be located in this State
and all of its business is to be transacted at or from places of business in
this State, or if the incorporators elect to pay the initial franchise tax on
the basis of its entire stated capital and paid-in surplus, then the information
called for in Article Eight need not be stated. The basis for computation of
franchise taxes payable by domestic corporations is set forth in Section 132 of
the Business Corporation Act.
Signatures of incorporators:
/s/ Thomas J. Wolf, Jr. NOTE: If a corporation acts as
- ----------------------------------- incorporator, the name of the
Thomas J. Wolf, Jr. corporation shall be shown and the
execution must be by its President
or Vice-President and verified by
- ----------------------------------- him and the corporate seal shall be
affixed and attested by its
Secretary or an Assistant Secretary.
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As an incorporator, I declare that this document has been examined by me and is,
to the best of my knowledge and belief, true, correct and complete.
RETURN TO:
Corporation Department
Secretary of State
Springfield, Illinois 62756
Telephone (217) 782-7880
Form BCA-10.30
(Rev. Jan. 1991)
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George H. Ryan
Secretary of State
Department of Business Services
Springfield, IL 62756
Telephone (217)782-6961
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Remit payment in check or money order, payable to "Secretary of State."
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ARTICLES OF AMENDMENT
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File #
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SUBMIT IN DUPLICATE
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This space for use by Secretary of State
Date
Franchise Tax $
Filing Fee $
Penalty $
Approved:
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1. CORPORATE NAME: Centrifugal Services, Inc.
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(Note 1)
2. MANNER OF ADOPTION:
The following amendment of the Articles of Incorporation was adopted
on August 1, 1992 in the manner indicated below. ("X" one box only)
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[_] By a majority of the incorporators, provided no directors were named
in the articles of incorporation and no directors have been elected;
or by a majority of the board of directors, in accordance with Section
10.10, the corporation having issued no shares as of the time of
adoption of this amendment;
(Note 2)
[_] By a majority of the board of directors, in accordance with Section
10.15, shares having been issued by shareholder action not being
required for the adoption of the amendment;
(Note 3)
[_] By the shareholders, in accordance with Section 10.20, a resolution of
the board of directors having been duly adopted and submitted to the
shareholders. At a meeting of shareholders, not less than the minimum
number of votes required by statute and by the articles of
incorporation were voted in favor of the amendment;
(Note 4)
[_] By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and
submitted to the shareholders. A consent in writing has been signed by
shareholders having not less than the minimum number of votes required
by statute and by the articles of incorporation. Shareholders who have
not consented in writing have been given notice in accordance with
Section 7.10;
(Note 4)
[X] By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and
submitted to the shareholders. A consent in writing has been signed by
all the shareholders entitled to vote on this amendment.
(Note 4)
(INSERT AMENDMENT)
(Any article being amended is required to be set forth in its entirety.)
(Suggested language for an amendment to change the corporate name is RESOLVED,
that the Articles of Incorporation be amended to read as follows:)
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(NEW NAME)
All changes other than name, include on page 2
(over)
Resolution
Resolved to increase the authorized shares of stock from 1,000 to 10,000.
3. The manner in which any exchange, reclassification or cancellation of
issued shares, or a reduction of the number of authorized shares of any
class below the number of issued shares of that class, provided for or
effected by this amendment, is as follows (If not applicable insert "No
Change")
No change
4. (a) The manner in which said amendment effects a change in the amount of
paid in capital (Paid in capital replaces the terms Stated Capital and Paid
in Surplus and is equal to the total of these accounts) is as follows (If
not applicable, insert "No change")
No change
(b) The amount of paid in capital (Paid in Capital replaces the terms
Stated Capital and Paid in Surplus and is equal to the total of these
accounts) as changed by this amendment is as follows: (If not applicable,
insert "No change")
No change
Before Amendment After Amendment
Paid in Capital $ 1,000.00 $ 1,000.00
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(Complete either Item 5 or 6 below)
5. The undersigned corporation has caused this statement to be signed by its
duly authorized officers, each of whom affirms, under penalties of perjury,
that the facts stated herein are true.
Dated August 1 , 1992 Centrifugal Services, Inc.
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(Exact Name of Corporation)
attested by /s/ Stephen W. Coomes by /s/ Jerry Messmer
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(Signature of Secretary (Signature of President or Vice
or Assistant Secretary) President)
Stephen W. Coomes, Sec. Jerry Messmer, Pres.
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(Type or Print Name and (Type or Print Name and Title)
Title)
6. If amendment is authorized by the incorporators, the incorporators must
sign below.
OR
If amendment is authorized by the directors and there are no officers, then
a majority of the directors or such directors as may be designated by the
board, must sign below.
The undersigned affirms, under the penalties of perjury, that the facts
stated herein are true.
Dated , 19
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Form BCA-10.30
(Rev. Jan. 1991)
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George H. Ryan
Secretary of State
Department of Business Services
Springfield, IL 62756
Telephone (217)782-6961
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Remit payment in check or money order, payable to "Secretary of State."
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ARTICLES OF AMENDMENT
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File #
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SUBMIT IN DUPLICATE
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This space for use by Secretary of State
Date
Franchise Tax $
Filing Fee $
Penalty $
Approved:
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1. CORPORATE NAME: Centrifugal Services, Inc.
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(Note 1)
2. MANNER OF ADOPTION:
The following amendment of the Articles of Incorporation was adopted
on May 10, 1994 in the manner indicated below. ("X" one box only)
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[_] By a majority of the incorporators, provided no directors were named
in the articles of incorporation and no directors have been elected;
or by a majority of the board of directors, in accordance with Section
10.10, the corporation having issued no shares as of the time of
adoption of this amendment;
(Note 2)
[_] By a majority of the board of directors, in accordance with Section
10.15, shares having been issued by shareholder action not being
required for the adoption of the amendment;
(Note 3)
[_] By the shareholders, in accordance with Section 10.20, a resolution of
the board of directors having been duly adopted and submitted to the
shareholders. At a meeting of shareholders, not less than the minimum
number of votes required by statute and by the articles of
incorporation were voted in favor of the amendment;
(Note 4)
[_] By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and
submitted to the shareholders. A consent in writing has been signed by
shareholders having not less than the minimum number of votes required
by statute and by the articles of incorporation. Shareholders who have
not consented in writing have been given notice in accordance with
Section 7.10;
(Note 4)
[X] By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and
submitted to the shareholders. A consent in writing has been signed by
all the shareholders entitled to vote on this amendment.
(Note 4)
(INSERT AMENDMENT)
(Any article being amended is required to be set forth in its entirety.)
(Suggested language for an amendment to change the corporate name is RESOLVED,
that the Articles of Incorporation be amended to read as follows:)
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(NEW NAME)
All changes other than name, include on page 2
(over)
Resolution
RESOLVED, that the authorized shares in Article V of the Articles of
Incorporation be changed from 1,000 Common to Class A Common: 6,000; and Class
B (Non-voting) Common: 4,000; total 10,000
3. The manner in which any exchange, reclassification or cancellation of
issued shares, or a reduction of the number of authorized shares of any
class below the number of issued shares of that class, provided for or
effected by this amendment, is as follows (If not applicable insert "No
Change")
n/a
4. (a) The manner in which said amendment effects a change in the amount of
paid in capital (Paid in capital replaces the terms Stated Capital and Paid
in Surplus and is equal to the total of these accounts) is as follows (If
not applicable, insert "No change")
n/a
(b) The amount of paid in capital (Paid in Capital replaces the terms
Stated Capital and Paid in Surplus and is equal to the total of these
accounts) as changed by this amendment is as follows: (If not applicable,
insert "No change")
No change
Before Amendment After Amendment
Paid in Capital $ 1,000.00 $ 1,000.00
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(Complete either Item 5 or 6 below)
5. The undersigned corporation has caused this statement to be signed by its
duly authorized officers, each of whom affirms, under penalties of perjury,
that the facts stated herein are true.
Dated May 25 , 1994 Centrifugal Services, Inc.
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(Exact Name of Corporation)
attested by /s/ Stephen W. Coomes by /s/ Jerry Farmer
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(Signature of Secretary (Signature of President or Vice
or Assistant Secretary) President)
Stephen W. Coomes, Sec. Jerry Farmer, Pres.
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(Type or Print Name and (Type or Print Name and Title)
Title)
6. If amendment is authorized by the incorporators, the incorporators must
sign below.
OR
If amendment is authorized by the directors and there are no officers, then
a majority of the directors or such directors as may be designated by the
board, must sign below.
The undersigned affirms, under the penalties of perjury, that the facts
stated herein are true.
Dated , 19
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JOINT WRITTEN CONSENT OF
THE DIRECTORS AND SOLE SHAREHOLDER
OF CENTRIFUGAL SERVICES, INC.
The undersigned, being all the directors and the sole shareholder of
Centrifugal Services, Inc., and Illinois corporation (the "Corporation"), acting
pursuant to Sections 7.10 and 8.45 of the Illinois Business Corporation Act of
1983, as amended, adopt the following resolutions by written consent in lieu of
holding a special meeting:
RESOLVED, that the Corporation's Articles of Incorporation shall be amended
by deleting Article Four thereof in its entirety and inserting the following in
lieu thereof:
"The purpose for which the Corporation is organized are
to engage in any lawful act or activity for which
corporations may be organized under the Illinois Business
Corporation Act."
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: December 15, 1995.
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ELGIN NATIONAL INDUSTRIES, INC.,
being the sole shareholder
By: /s/ Wayne J. Conner,
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Wayne J. Conner,
Vice President,
Treasurer and holder of
proxy dated January 9, 1995
1517136.1
/s/ Fred C. Schulte
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Fred C. Schulte
/s/ Charles D. Hall
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Charles D. Hall
/s/ Wayne J. Conner
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Wayne J. Conner
BEING ALL THE DIRECTORS OF THE
CORPORATION
15175136.1 -2-