EXHIBIT 3.15
THE GOODYEAR TIRE & RUBBER EXPORT COMPANY
CERTIFICATE OF INCORPORATION
FIRST: The name of this corporation is THE GOODYEAR TIRE & RUBBER
EXPORT COMPANY.
SECOND: The location of its principal office in the State of
Delaware is No. 7 West Tenth Street, in the City of Wilmington, County of New
Castle. The name of its resident agent is the CORPORATION TRUST COMPANY OF
AMERICA, and the address of said agent is No. 7 West Tenth Street, City of
Wilmington, County of New Castle, State of Delaware.
THIRD: The objects and purposes for which and for any of which this
corporation is formed are, to do any or all of the things herein set forth to
the same extent as natural persons might or could do, viz:
To engage solely in export trade as the term export trade is defined
in the Act of Congress approved April 10, 1918, entitled "An Act to Promote
Export Trade and for Other Purposes," commonly known as the "Webb Act", namely,
"Trade or commerce in goods, wares, or merchandise exported or in the course of
being exported from the United States or any Territories thereof to any foreign
nation," and as defined in any and all Acts of Congress amendatory of or
supplementary to said Webb Act, and, in connection with such trade, to do any
and all things necessary and incidental thereto, including the following,
provided that this corporation shall not have power to do any act or thing
because of the doing of which it would be deemed to be engaging in business
other than export trade as defined by the said Webb Act and any and all acts
amendatory thereof or supplementary thereto:
To buy and sell for its own account merchandise of every kind and
nature, for exportation, and to export the same, from the United States to
all foreign countries.
To buy and sell merchandise of every kind and nature for
exportation, and to export the same, from the United States to all foreign
countries, for the account of others, and incidental thereto to make
advances on consignments of such merchandise, or to hypothecate the same.
To act commercially and generally as agent for other corporations,
partnerships, associations and individuals, to the extent permitted by the
corporation laws of Delaware hereinafter referred to.
To charter, purchase or otherwise acquire any interests in vessels,
both for the account of itself, and for the account of others, for the
carrying of freight or passengers between the United States any foreign
country and between any foreign countries; and to operate such vessels.
To appoint agents and representatives in all parts of the world for
the purpose of carrying on any and all of the objects of this corporation.
To acquire by purchase, subscription or otherwise, to invest in,
hold for investment or otherwise, and to sell, exchange, mortgage, pledge,
or otherwise dispose of, either the whole or any part of the shares of
stock, bonds and other evidences of indebtedness, obligations and
contracts of any corporation, public, quasi-public or private domestic or
foreign, and all trust or other certificates of, or receipts evidencing,
interest in any such securities; to issue in exchange therefor its own
stock, bonds and other obligations, and while owner of any such stocks,
bonds and other evidences of indebtedness or interest therein, to exercise
all the rights, powers and privileges of ownership, including the right to
vote thereon for any and all purposes.
To aid, by loan, subsidy, guaranty, or in any other manner
whatsoever, any corporation whose stocks, bonds, securities, or other
obligations are in any manner held or guaranteed, and to do any and all
other acts or things toward the preservation, protection, improvement or
enhancement in value, of any such stocks, bonds, securities or other
obligations, and to do all and any such acts or things designed to
accomplish any such purpose.
To acquire the good will, rights, property and franchises of any
person, firm, association or corporation, and to pay for the same in cash
or bonds of this corporation, or otherwise, and to hold or in any manner
dispose of the whole or any part of the property so acquired.
To borrow money and issue bonds, debentures or obligations of this
corporation from time to time, for any of the objects or purposes of the
corporation, and to secure the same by mortgage, pledge, deed of trust, or
otherwise.
To have one or more offices, to carry on any or all of its
operations and business, and without restriction or limit as to amount to
purchase or otherwise to acquire, hold, own, mortgage, sell, convey, or
otherwise dispose of, real and personal property of every class and
description in any of the States, Districts, Territories or Colonies of
the United States and in any and all foreign countries, subject to the
laws of such State, Territory, Colony or Country.
To do any and all things necessary in order to realize the purposes
herein set forth, and, in general, to carry on any other business in
connection with the foregoing and to have and to exercise all the powers
conferred by the corporation laws of Delaware hereinafter referred to.
The foregoing clauses shall be construed both as objects and powers;
and it is hereby expressly provided that the foregoing enumeration of specific
powers shall not be held to limit or restrict in any manner the powers of this
corporation.
FOURTH: The total authorized capital stock of this corporation is
Ten Thousand Dollars ($10,000), divided into one hundred (100) shares of the par
value of One Hundred Dollars ($100) each.
The amount of the capital stock with which this corporation will
commence business is the sum of One Thousand Dollars ($1,000), being ten (ten)
shares of the par value of One Hundred Dollars ($100) each.
FIFTH: The name and place of residence of each of the original
subscribers to the capital stock are as follows:
Name Residence No. of Shares
- ----------- -------------------- -------------
T L Croteau Wilmington, Delaware 8
M A Bruce Wilmington, Delaware 1
C H Blaske Wilmington, Delaware 1
SIXTH: This corporation is to have perpetual existence.
SEVENTH: The private property of the stockholders shall not be
subject to the payment of corporate debts to any extent whatever.
EIGHTH: In so far as the same is not contrary to the laws of
Delaware, no contract or other transaction between the corporation and any other
corporation shall be affected or invalidated by the fact that any one or more of
the directors of this corporation is or are interested in, or is a director or
officer, or are directors or officers of any such other corporation, and any
director or directors, individually or jointly, may be a party or parties to, or
may be interested in, any contract or transaction of this corporation or in
which this corporation is interested; and no contract, act or transaction of
this corporation with any person or persons, firm or corporation, shall be
affected or invalidated by the fact that any director or directors of this
corporation is a party, or are parties to or interested in such contract, act or
transaction or in any way connected with such person or persons, firm or
association, and each and every person who may become a director of this
corporation is hereby relieved from any liability that might otherwise exist
from contracting with the corporation for the benefit of himself or any firm,
association or corporation in which he may be in any wise interested. Directors
so interested shall be counted when present at directors, meetings for the
purpose of determining the existence of a quorum and may vote at such meetings
as fully and with the same effect as if not so interested.
NINTH: In furtherance, and not in limitation of the powers conferred
by statute, the board of directors is expressly authorized:
To make and alter the by-laws of this corporation, to fix the amount
to be reserved as working capital over and above its capital stock paid in, to
authorize and cause to be executed mortgages and liens upon the real and
personal property of this corporation;
From time to time to determine whether and to what extent, and at
what times and places, and under what conditions and regulation, the accounts
and books of this corporation, (other than the stock ledger), or any of them,
shall be open to inspection of stockholders; and no stockholder shall have any
right of inspecting any account, book or document of this corporation except as
conferred by statute, unless authorized by a resolution of the stockholders or
directors;
If the by-laws so provide, to designate two or more of its number to
constitute an executive committee, which committee shall for the time being, as
provided in said resolution or in the by-laws of this corporation, have and
exercise any and all of the powers of the board of directors in the management
of the business and affairs of this corporation, and have power to authorize the
seal of this corporation to be affixed to all papers which may require it.
Pursuant to the affirmative vote of the holders of at least a
majority of the stock issued and outstanding, having voting power, given at a
stockholders' meeting duly called for that purpose, or when authorized by the
written consent of at least a majority of the holders of the voting stock issues
and outstanding, the board of directors shall have power and authority at any
meetings to sell, lease or exchange all of the property and assets of this
corporation, including its good will and its corporate franchises, upon such
terms and conditions as its board of directors deem expedient and for the best
interests of the corporation.
This corporation may in its by-laws confer powers upon its directors
in addition to the foregoing, and in addition to the powers and authorities
expressly conferred upon them by the statute.
Both stockholders and directors shall have power, if the by-laws so
provide, to hold their meetings, and to have one or more offices within or
without the state of Delaware and to keep the books of this corporation (subject
to the provisions of the statutes), outside of the State of Delaware at such
places as may be from time to time designated by the board of directors.
TENTH: This corporation reserves the right to amend, alter, change
or repeal any provision contained in this certificate of incorporation, in the
manner now or here-after prescribed by statute, and all rights conferred on
stockholders herein are granted subject to this reservation.
WE, THE UNDERSIGNED, being each of the original subscribers to the
capital stock hereinbefore named for the purpose of forming a corporation to do
business both within and without the State of Delaware, and in pursuance of the
General Corporation Law of the State of Delaware, being Chapter 65 of the
Revised Code of Delaware, and the acts amendatory thereof and supplemental
thereto do make and file this certificate, hereby declaring and certifying that
the facts herein stated are true, and do respectively agree to take the number
of shares of stock hereinbefore set forth, and accordingly have hereunto set our
hands and seals this 16th day of January, A.D. 1922.
In the presence of:
Herbert E. Latter /s/ T. L. Croteau (Seal)
/s/ M. A. Bruce (Seal)
/s/ C. H. Blaske (Seal)
STATE OF DELAWARE :
SS
COUNTY OF NEW CASTLE :
BE IT REMEMBERED that on this 16th day of January, A D 1922,
personally came before me, Herbert E. Latter, a Notary Public for the State of
Delaware, T L Croteau, M A Bruce and C H Blaske, parties to the foregoing
certificate of incorporation, known to me personally to be such, and severally
acknowledged the said certificate to be the act and deed of the signers
respectively and that the facts therein stated are truly set forth.
GIVEN under my hand and seal of office the day and year aforesaid.
/s/ Herbert E. Latter
Notary Public.
Herbert E. Latter
Notary Public
Appointed Feb. 25, 1921
State of Delaware
Term Two Years
Exhibit 3.15
(continued)
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
* * * * *
THE GOODYEAR TIRE & RUBBER EXPORT COMPANY, 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, at a
meeting duly convened and held, adopted a resolution proposing and declaring
advisable the following amendments to the Certificate of Incorporation of said
corporation:
RESOLVED, that in the judgment of the Board of Directors of
The Goodyear Tire & Rubber Export Company, it is deemed
desirable to amend the Certificate of Incorporation of the
Company; and
FURTHER RESOLVED, that the Certification of Incorporation of
The Goodyear Tire & Rubber Export Company be amended by
amending Article FIRST thereof so that it shall, as amended,
read in its entirety as follows:
"FIRST: The name of this corporation is GOODYEAR
INTERNATIONAL CORPORATION"; and
FURTHER RESOLVED, that the Certificate of Incorporation of The
Goodyear Tire & Rubber Export Company be amended by amending
Article THIRD thereof so that it shall, as amended, read in
its entirety as follows:
"THIRD: The nature of the business of the corporation or
objects or purposes to be transacted, promoted or
carried on by it are to engage in trade or business
in any country or countries in the world, and in
connection with such trade or business to do any and
all things necessary and incidental thereto,
including but not limited to the following:
To buy, sell, process, use, export, import, trade in,
deal with, and turn to account goods, wares and
merchandise or other personal property of every kind,
class and description for its own account or for the
account or for the account of others, and incidental
thereto to make advances on consignment of such
merchandise or to hypothecate the same;
To act commercially and generally as agent for other
corporations, partnerships, associations, and
individuals to the extent permitted by the
corporation laws of Delaware under which the
corporation is organized;
To charter, purchase or otherwise acquire any
interests in vessels, both for the account of itself
and for the account of others, for the carrying of
freight and passengers between the United States and
any foreign country and between any foreign
countries, and to operate such vessels;
To appoint agents and representatives in all parts of
the world for the purpose of carrying on any and all
of the objects of this corporation;
To acquire by purchase, subscription or otherwise, to
invest in, hold for investment or otherwise, and to
sell, exchange, mortgage, pledge, or otherwise
dispose of either the whole or any part of the shares
of stock, bonds and other evidences of indebtedness,
obligations and contracts of any corporation, public,
quasi-public or private, domestic or foreign, and all
trust or other certificates of, or receipts
evidencing interest in any such securities; to issue
and exchange therefor its own stocks, bonds and other
obligations, and while owner of any such stocks,
bonds and other evidences of indebtedness or interest
therein, to exercise all the rights, powers and
privileges of ownership, including the right to vote
thereon for any and all purposes;
To aid, by loan, subsidy, guaranty, or in any other
manner whatsoever, any corporation whose stocks,
bonds, securities or other obligations are in any
manner held or guaranteed, and to do any and all
other acts or things toward the preservation,
protection, improvement or enhancement in value, of
any such stocks, bonds, securities or other
obligations, and to do all and any
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such acts or things designed to accomplish any such
purpose;
To acquire the good will, rights, property and
franchises of any person, firm, association or
corporation, and to pay for the same in cash or bonds
of this corporation, or otherwise, and to hold or in
any manner dispose of the whole or any part of the
property so acquired;
To acquire by purchase, lease or otherwise and to
hold, use, sell, lease or otherwise dispose of, such
real estate, leaseholds, and other interests in real
estate or personal property of every kind, within or
without the State of Delaware, as may be necessary,
useful, convenient or incidental in connection with
the business of the corporation;
To enter into, make, and perform contracts of every
kind and description with any person, firm,
association, corporation, municipality, county,
state, body politic or Government;
To have one or more offices and to carry on all or
any of its operations and business in any of the
States and Territories of the United States or in the
District of Columbia and in any and all foreign
countries, subject to the laws of such state,
territory, district or country;
To secure, register, purchase, lease, license, or
otherwise acquire, and to hold, own, use, operate,
develop, improve, introduce, grant licenses in
respect of, sell, assign, and otherwise dispose of
and turn to account, letters patent of the United
States or any foreign country, patent rights,
licenses, privileges, inventions, devices,
improvements, formulas, concessions, processors,
secret or otherwise, copyrights, trade-marks, trade
names and rights analogous thereto granted by,
recognized or otherwise existing under the laws of
the United States or any foreign country;
To borrow money or otherwise use its credit for its
corporation purposes, with or without security;
To lend money or credit, with or without security,
and to guarantee and become surety for payment of
money and the performance of contracts or obligations
of any and
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all kinds, provided it shall not carry on the
business of any indemnity or surety company;
In general, to do any or all of the things herein set
forth and to carry on any other lawful business and
perform any other lawful acts as principal, factor,
agent, broker, contractor, trustee or otherwise to
the same extent as natural persons might or could do,
and to have and to exercise all the powers now or
hereafter conferred upon corporations by the laws of
the State of Delaware under which the corporation is
organized.
The enumeration herein of the objects and purposes of
the corporation shall be construed as setting forth
powers as well as objects and purposes and shall not
be construed to limit or restrict in any manner the
general powers of the corporation, nor shall the
expression of one thing be deemed to exclude another,
although it be of like nature."
SECOND: That thereafter, pursuant to the aforesaid resolution
of its Board of Directors, the said amendment has been consented to and
authorized by the holders of all the issued and outstanding stock, entitled to
vote, by a written consent given in accordance with the provisions of section
228 of the General Corporation Law of Delaware, and filed with the corporation
on the 11th day of February, 1957.
THIRD: That the aforesaid amendment was duly adopted in
accordance with the applicable provisions of sections 242 and 226 of the General
Corporation Law of Delaware.
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IN WITNESS WHEREOF, said The Goodyear Tire & Rubber Export
Company has caused its corporate seal to be hereunto affixed and this
certificate to be signed by F E H Leroy, its Vice President, and G F Clayton,
its Assistant Secretary, this 12th day of February, 1957.
THE GOODYEAR TIRE & RUBBER EXPORT COMPANY
By: /s/ F.E.H. Leroy
-------------------------------------
Vice President
By: /s/ G.F. Clayton
-------------------------------------
Assistant Secretary
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STATE OF OHIO )
) ss.
COUNTY OF SUMMIT) )
BE IT REMEMBERED that on this 12th day of February, 1957,
personally came before me, Evelyn Firestone, a Notary Public in and for the
County and State aforesaid, P E H Leroy, Vice President of The Goodyear Tire &
Rubber Export Company, a corporation of the State of Delaware, the corporation
described in and which executed the foregoing Certificate, known to me
personally to be such, and he, the said P E H Leroy, as such Vice President,
duly executed said Certificate before me and acknowledged the said Certificate
to be his act and deed and the act and deed of said corporation; that the
signatures of the said Vice President and of the Assistant Secretary of said
corporation to said foregoing Certificate are in the handwriting of the said
Vice President and Assistant Secretary of said corporation respectively, and
that the seal affixed to said Certificate is the common or corporate seal of
said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of
office the day and year aforesaid.
--------------------------------------
Notary Public
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