EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
*****
CaseNewHolland Inc. (the "Corporation"), 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 dated November 7, 2001, filed with the minutes of
the Board, adopted a resolution proposing and declaring advisable the following
amendment to the Certificate of Incorporation of said Corporation:
RESOLVED that the Board of Directors hereby declares it advisable to
amend the Certificate of Incorporation of the Corporation effective on the
date of filing a Certificate of Amendment of Certificate of Incorporation
with the Office of the Secretary of State of the State of Delaware, to
change the name of the Corporation to "Case New Holland Inc." and, for
that purpose, to amend Article First thereof to read as follows:
"FIRST. The name of the Corporation is:
Case New Holland Inc."
FURTHER RESOLVED that the aforesaid proposed amendment to the
Certificate of Incorporation be presented to and acted upon by the sole
stockholder of the Corporation by written consent thereof in lieu of an
annual or special meeting called for this purpose.
SECOND: That in lieu of a meeting and vote of stockholders, the sole
stockholder has 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.
THIRD: That the aforesaid amendment was duly adopted in accordance with
the provisions of Section 242 and 228 of the General Corporation Law of the
State of Delaware.
FOURTH: That the amendment shall be effective on the date of filing of
this Certificate of Amendment of Certificate of Incorporation with the Office of
the Secretary of State of Delaware.
IN WITNESS WHEREOF, CaseNewHolland Inc. has caused this certificate to be
signed by Roberto Miotto, its Senior Vice President and General Counsel, and
attested by Debra E. Kuper, its Secretary, this 9th day of November, 2001.
CaseNewHolland Inc.
By: /s/ Roberto Miotto
-------------------------
Roberto Miotto
Senior Vice President
and General Counsel
ATTEST:
BY: /s/ Debra E. Kuper
----------------------
Debra E. Kuper
Secretary
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
*****
Case International Corporation, 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 dated May 3, 2000, filed with the minutes of the
Board, adopted a resolution proposing and declaring advisable the following
amendment to the Certificate of Incorporation of said Corporation:
RESOLVED that the Board of Directors hereby declares it advisable to
amend the Certificate of Incorporation of the Corporation effective on the
date of filing a Certificate of Amendment of Certificate of Incorporation
with the Office of the Secretary of State of the State of Delaware, to
change the name of the Corporation to "CaseNewHolland Inc." and, for that
purpose, to amend Article First thereof to read as follows:
"FIRST. The name of the Corporation is:
CaseNewHolland Inc."
FURTHER RESOLVED that the aforesaid proposed amendment to the
Certificate of Incorporation be presented to and acted upon by the sole
stockholder of the Corporation by written consent thereof in lieu of an
annual or special meeting called for this purpose.
SECOND: That in lieu of a meeting and vote of stockholders, the sole
stockholder has 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.
THIRD: That the aforesaid amendment was duly adopted in accordance with
the provisions of Section 242 and 228 of the General Corporation Law of the
State of Delaware.
FOURTH: That the amendment shall be effective on the date of filing of
this Certificate of Amendment of Certificate of Incorporation with the Office of
the Secretary of State of Delaware.
IN WITNESS WHEREOF, Case International Corporation has caused this
certificate to be signed by Kevin J. Hallagan, its Vice President and Secretary,
and attested by Marsha J. Eberhardt, its Assistant Secretary, this 5th day of
May, 2000.
{STAMP)
Case International Corporation
By: /s/ Kevin J. Hallagan
-------------------------------------
Kevin J. Hallagan
Vice President and Secretary
ATTEST:
By: /s/ Marsha J. Eberhardt
--------------------------
Marsha J. Eberhardt
Assistant Secretary
CERTIFICATE OF INCORPORATION
OF
CASE INTERNATIONAL CORPORATION
*****
FIRST. The name of the Corporation is:
Case International Corporation
SECOND. The address of the Corporation's 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.
THIRD. The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of Delaware.
FOURTH. The total number of shares of stock which the Corporation
shall have authority to issue is two hundred (200) shares of Common Stock and
the par value of each such share is Five Dollars ($5.00).
FIFTH. The name and mailing address of the incorporator is:
Name Mailing Address
---- ---------------
Linda M. Smith 700 State Street
Racine, Wisconsin 53404
SIXTH. The name and mailing address of the person, who is to serve
as a director of the Corporation until the first annual meeting of the
stockholders or until a successor is elected and qualified, is as follows:
Name Mailing Address
---- ---------------
Richard S. Brennan 700 State Street
Racine, Wisconsin 53404
SEVENTH. The Corporation is to have perpetual existence.
EIGHTH. 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 the provision(s) of any applicable statute or regulation)
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.
Election of directors need not be by written ballot unless the By-Laws of the
Corporation so provide.
NINTH. A director of the Corporation shall not be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent such exemption from liability or
limitation thereof is not permitted under the Delaware General Corporation Law
as the same exists or may hereafter be amended.
The Corporation shall indemnify, in accordance with and to the full
extent permitted by the Delaware General Corporation Law as the same exists or
may hereafter be amended, any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (including,
without limitation, an action by or in the right of the Corporation), by reason
of the fact that such person is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against any liability or expense actually
and reasonably incurred by such person in respect thereof. Such indemnification
is not exclusive of any other right to indemnification provided by law or
otherwise.
Any repeal or modification of the foregoing paragraphs shall not
adversely affect any right or protection of any person thereunder with respect
to any act or omission occurring prior to or at the time of such repeal or
modification.
TENTH. 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. The Board of
Directors is authorized to make, alter or repeal the By-Laws of the Corporation.
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I, THE UNDERSIGNED, being the incorporator hereinabove 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 stated are true, and accordingly have
hereunto set my hand this 25th day of October, 1999.
/s/ Linda M. Smith
-----------------------
Linda M. Smith
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