STATE OF DELAWARE
[STATE INSIGNIA]
Office of Secretary of State
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I, GLENN C. KENTON, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF WALLACE INTERNATIONAL DE P.R. , FILED IN THIS OFFICE ON THE
TWENTY-FOURTH DAY OF OCTOBER, A.D. 1983, AT 10 O'CLOCK A.M.
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/s/ Glenn C. Kenton
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Glenn C. Kenton, Secretary of State
AUTHENTICATION: |0094779
DATE: 10/24/1983
732970052
FILED
OCT 24 1983
/s/ Glenn C. Kenton
SECRETARY OF STATE
CERTIFICATE OF INCORPORATION
OF
WALLACE INTERNATIONAL de P.R., INC.
FIRST: The name of the corporation is Wallace International de P.R., Inc.
SECOND: 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.
THIRD: The nature or purposes of the business to be conducted or promoted
is:
To engage in any and all lawful acts or activities for which
corporations may be now or hereafter organized under The General
Corporation Law of Delaware.
FOURTH: The total number of shares of capital stock which the corporation
shall have authority to issue is one thousand (1,000) shares of Common Stock,
par value Ten Dollars ($10.00) per share, amounting in the aggregate to Ten
Thousand Dollars ($10,000.00).
FIFTH: The name and mailing address of the sole incorporator is as
follows:
Arthur R. Miller
135 South LaSalle Street
Suite 1425
Chicago, Illinois 60603
SIXTH: The corporation is to have perpetual existence.
SEVENTH: Meetings of the 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 places as may be designated from time to time by the Board
of Directors or in the by-laws of the corporation. Elections of directors need
not be by written ballot unless the by-laws of the corporation shall so provide.
EIGHTH: In furtherance of 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.
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 statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the
purposes of forming a corporation pursuant to The General Corporation Law of the
State of Delaware, does 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 21st day of October , 1983.
/s/ Arthur R. Miller
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Arthur R. Miller
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STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
BE IT REMEMBERED that on this 21st day of October, l983 personally came
before me, a Notary Public for the State of Illinois, Arthur R. Miller, the
party to the foregoing certificate of incorporation, known to me personally to
be such, and acknowledged the said certificate to be his act and deed and that
the facts stated therein are true.
GIVEN under my hand and seal of office the day and year aforesaid.
/s/ Michelle Stein
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Notary Public
RECEIVED FOR RECORD
OCT 24 1983
LEO J. DUGAN, Jr. Recorder
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