Exhibit 3.1(i)
CERTIFICATE OF INCORPORATION
OF
NMHH CO.
A STOCK CORPORATION
I, the undersigned, for the purpose of incorporating and
organizing a corporation under the General Corporation Law of the State of
Delaware, do hereby certify as follows:
FIRST: The name of the corporation (the "Corporation") is NMHH
Co.
SECOND: The address of the Corporation's registered office in
the State of Delaware is 1209 Orange Street, City of Wilmington, County of New
Castle, Delaware 19801. The name of the Corporation's 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 the State of Delaware.
FOURTH: The total number of shares which the Corporation shall
have authority to issue is one hundred (100) shares of Common Stock, par value
of $.01 per share.
FIFTH: Elections of directors need not be by written ballot
except and to the extent provided in the by-laws of the Corporation.
SIXTH: To the full extent permitted by the General Corporation
Law of the State of Delaware or any other applicable laws presently or hereafter
in effect, no director of the Corporation shall be personally liable to the
Corporation or its stockholders for or with respect to any acts or omissions in
the performance of his or her duties as a director of the Corporation.
Any repeal or modification of this Article Sixth shall not adversely affect any
right or protection of a director of the Corporation existing immediately prior
to such repeal or modification.
SEVENTH: Each person who is or was or had agreed to become a
director or officer of the Corporation, or each such person who is or was
serving or who had agreed to serve at the request of the Board of Directors or
an officer of the Corporation as an employee or agent of the Corporation or as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise (including the heirs, executors,
administrators or estate of such person), shall be indemnified by the
Corporation to the full extent permitted by the General Corporation Law of the
State of Delaware or any other applicable laws as presently or hereafter in
effect. Without limiting the generality or the effect of the foregoing, the
Corporation may enter into one or more agreements with any person which provide
for indemnification greater or different than that provided in this Article. Any
repeal or modification of this Article Seventh shall not adversely affect any
right or protection existing hereunder immediately prior to such repeal or
modification.
EIGHTH: In furtherance and not in limitation of the rights,
powers, privileges, and discretionary authority granted or conferred by the
General Corporation Law of the State of Delaware or other statutes or laws of
the State of Delaware, the Board of Directors is expressly authorized to make,
alter, amend or repeal the by-laws of the Corporation, without any action on the
part of the stockholders, but the stockholders may make additional by-laws and
may alter, amend or repeal any by-law whether adopted by them or otherwise. The
Corporation may in its by-laws confer powers upon its Board of Directors in
addition to the foregoing and in addition to the powers and authorities
expressly conferred upon the Board of Directors by applicable law.
NINTH: The Corporation reserves the right at any time and from
time to time to amend, alter, change or repeal any provision contained in this
Certificate of Incorporation, and other provisions authorized by the laws of the
State of Delaware at the time in force may be added or inserted, in the manner
now or hereafter prescribed herein or by applicable law; and all rights,
preferences and privileges of whatsoever nature conferred upon stockholders,
directors or any other persons whomsoever by and pursuant to this Certificate of
Incorporation in its present form or as hereafter amended are granted subject to
this reservation.
TENTH: The name and mailing address of the incorporator is:
Constantine E. Tsipis 5875 Landerbrook Drive #300
Mayfield Heights, OH 44124-4017
IN WITNESS WHEREOF, I the undersigned, being the incorporator
hereinabove named, do hereby execute this Certificate of Incorporation this 26th
day of February, 1999.
/s/ Constantine E. Tsipis
---------------------------------
Constantine E. Tsipis
3
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
NMHH CO.
NMHH Co., a Delaware corporation (the "Corporation"), does
hereby certify:
A. That the Board of Directors of the Corporation, by unanimous written
action without a meeting pursuant to Section 141 of the General Corporation Law
of the State of Delaware (the "DGCL") adopted a resolution proposing and
declaring advisable the following amendment to Article FIRST of the Certificate
of Incorporation of the Corporation:
"FIRST: The name of the corporation (hereinafter called the
"Corporation") is NMHG Holding Co."
B. That in lieu of a meeting and vote of stockholders, the sole
stockholder of the Corporation has given written consent to such amendment in
accordance with Section 228 of the DGCL.
C. That the amendment has been duly approved and adopted in accordance
with Section 242 of the DGCL.
IN WITNESS WHEREOF, the undersigned has caused this Certificate of
Amendment of Certificate of Incorporation to be executed as of this 1st day of
April, 1999.
NMHH CO.
/s/ Reginald R. Eklund
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By: Reginald R. Eklund
Name: President
ATTEST:
/s/ Geoffrey D. Lewis
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By: Geoffrey D. Lewis
Name: Secretary
CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
AND OF REGISTERED AGENT
It is hereby certified that:
1. The name of the corporation (hereinafter called the
"corporation") is
NMHG Holding Co.
2 The registered office of the corporation within the State of
Delaware is hereby changed to 1013 Centre Road, City of Wilmington 19805, County
of New Castle.
3. The registered agent of the corporation within the State of
Delaware is hereby changed to Corporation Service Company, the business office
of which is identical with the registered office of the corporation as hereby
changed.
4. The corporation has authorized the changes hereinbefore set
forth by resolution of its Board of Directors.
Signed on April 15, 1999.
/s/ Geoffrey D. Lewis
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Geoffrey D. Lewis
Vice President