EXHIBIT 3.13
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
Intermodal Transportation of America Inc., a corporation organized
and existing under the General Corporation Law of the State of Delaware, does
hereby certify:
1. A resolution setting forth the following amendment to Article I of
the corporation's Certificate of Incorporation was duly adopted by the
corporation's Board of Directors by the unanimous written consent of its
members, filed with the minutes of the Board, in accordance with the
applicable provisions of Section 242 of the General Corporation Law of the
State of Delaware:
"The name of this corporation is BN Geothermal Inc."
2. In lieu of a meeting of the stockholders, unanimous written
consent has been given for the adoption of said amendment in accordance with
the applicable provisions of Section 228 and Section 242 of the General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, Intermodal Transportation of America Inc. has
caused this Certificate to be signed and attested by its duly authorized
officers this 11th day of September, 1985.
INTERMODAL TRANSPORTATION OF AMERICA INC.
By /s/ Gregory J. Terry
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Gregory J. Terry, Vice President
ATTEST:
/s/ James W. Becker
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James W. Becker, Secretary
CERTIFICATE OF INCORPORATION
OF
Intermodal Transportation of America Inc.
* * * * *
1. The name of the corporation is
Intermodal Transportation of America Inc.
2. The address of its registered office in the State of
Delaware is No. 100 West Tenth 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) and the par value of
each of such shares is One Dollars ($1.00) amounting in the aggregate to One
Thousand Dollars ($1,000.00).
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5. The name and mailing address of each incorporator is as
follows:
NAME MAILING ADDRESS
D. A. Hampton 100 West Tenth Street
Wilmington, Delaware 19801
S. M. Chapman 100 West Tenth Street,
Wilmington, Delaware 19801
S. K. Zimmerman 100 West Tenth Street,
Wilmington, Delaware 19801
6. The corporation is to have perpetual existence.
7. In furtherance and not in limitation of the powers
conferred by statute, the board of directors is expressly authorized:
To make, alter or repeal the by-laws of the corporation.
To authorize and cause to be executed mortgages and liens
upon the real and personal property of the corporation.
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.
By a majority of the whole board, to designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The board may designate one or more directors as alternate
members of any committee, who may
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replace any absent or disqualified member at any meeting of the committee. The
by-laws may provide that in the absence or disqualification of a member of a
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the board of directors to act at the
meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the board of directors,
or in the by-laws of the corporation, shall have and may exercise all the
powers and authority of the board of directors in the management of the
business and affairs of the corporation, and may authorize the seal of the
corporation to be affixed to all papers which may require it; but no such
committee shall have the power or authority in reference to amending the
certificate of incorporation, adopting an agreement of merger or
consolidation, recommending to the stockholders the sale, lease or exchange of
all or substantially all of the corporation's property and assets,
recommending to the stockholders a dissolution of the corporation or a
revocation of a dissolution, or amending the by-laws of the corporation; and,
unless the resolution or by-laws, expressly so provide, no such committee
shall have the power or authority to declare a dividend or to authorize the
issuance of stock.
When and as authorized by the stockholders in accordance
with statute, to sell, lease or exchange all or substantially all of the
property and assets of the corporation,
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including its good will and its corporate franchises, upon such terms and
conditions and for such consideration, which may consist in whole or in part
of money or property including 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.
8. Elections of directors need not be by written ballot
unless the by-laws of the corporation shall so provide.
Meetings of stockholders may be held within or without the
State of Delaware, as the by-laws may provide. The books of the corporation
may be kept (subject to any provision contained in the statutes) outside the
State of Delaware at such place or places as may be designated from time to
time by the board of directors or in the by-laws of the corporation.
9. Cumulative voting is expressly prohibited. At each
election of directors every shareholder entitled to vote at such election
shall have the right to vote, in person or by proxy, the number of shares
owned by him for as many persons as there are directors to be elected and for
whose election he has a right to vote. No shareholder shall be entitled to
cumulate his votes by giving one candidate as many votes as the number of each
directors multiplied by his shares shall equal, or by distributing such votes
on the same principle among any number of such candidates.
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10. No holder of any stock of the Corporation shall be
entitled as a matter of right to purchase or subscribe for any portion of any
stock of the Corporation authorized by these Articles or of any additional
stock of any class to be issued by reason of any increase in the authorized
stock of the Corporation, or of any bonds, certificates of indebtedness,
debentures, warrants, options or other securities convertible into any class
of stock of the Corporation, but any stock authorized by these Articles or any
such additional authorized issue of any stock or securities convertible into
any stock may be issued and disposed of by the Board of Directors to such
persons, firms, corporations or associations for such consideration and upon
such terms and in such manner as the Board of Directors may in its discretion
determine without offering any thereof on the same terms or on any terms to
the shareholders then of record or to any class of shareholders, provided only
that such issuance may not be inconsistent with any provision of law or with
any other of the provisions of these Articles.
11. 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,
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do make this certificate, hereby declaring and certifying that this is our act
and deed and the facts herein stated are true, and accordingly have hereunto
set our hands this 27th day of January, 1984.
/s/ D. A. Hampton
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D. A. Hampton
/s/ S. M. Chapman
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S. M. Chapman
/s/ S. K. Zimmerman
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S. K. Zimmerman