Exhibit 3.17
CERTIFICATE OF INCORPORATION
OF
GOODYEAR WESTERN HEMISPHERE CORPORATION
FIRST. The name of the corporation is GOODYEAR WESTERN HEMISPHERE
CORPORATION.
SECOND. The principal office of the corporation in the State of
Delaware is to be located at No. 100 West Tenth Street, in the City of
Wilmington, County of New Castle. The name and address of its resident agent is
The Corporation Trust Company, No. 100 West Tenth Street, Wilmington, Delaware.
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 North, Central or South America, the
West Indies, or in Newfoundland 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
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 under which the corporation is organized;
To charter, purchase or otherwise acquire any interests in vessels, both
for the account or 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 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, processes, secret or otherwise, copyrights, trademarks, trade
names and rights analogous thereto granted by, recognized or otherwise
existing under the laws of the United States or any foreign country;
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To borrow money or otherwise use its credit for its corporate 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 all kinds, provided it shall not carry on the
business of an 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.
FOURTH. The total number of shares of stock which the corporation
shall have authority to issue is twenty (20). The par value of each of such
shares is One Hundred Dollars ($100) amounting in the aggregate to Two Thousand
Dollars ($2,000).
FTFTH. The amount of capital with which the corporation will
commence business is One Thousand Dollars ($1,000).
SIXTH. The names and places of residence of the incorporators are as
follows:
NAMES RESIDENCES
----- ----------
C. S. Peabbles Wilmington, Delaware
S. M. Brown Wilmington, Delaware
W. T. Cunningham Wilmington, Delaware
SEVENTH. The corporation is to have perpetual existence.
EIGHTH. The private property of the stockholders shall not be
subject to the payment of corporate debts to any extent whatever.
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NINTH. 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 or to
abolish any such reserve in the manner in which it was created.
By resolution or resolutions, passed by a majority of the
whole board, to designate one or more committees, each committee to
consist of two or more of the directors of the corporation, which, to the
extent provided in said resolution or resolutions or in the by-laws of the
corporation, shall have and may exercise the powers of the board of
directors in the management of the business and affairs of the
corporation, and may have power to authorize the seal of the corporation
to be affixed to all papers which may require it. Such committee or
committees shall have such name or names as may be stated in the by-laws
of the corporation or as may be determined from time to time by resolution
adopted by the board of directors.
When and as authorized by the affirmative vote of the holders
of a majority of the stock issued and outstanding having voting power
given it a stockholders' meeting duly called for that purpose, or when
authorized by the written consent of the holders of a majority of a voting
stock issued and outstanding, to sell, lease or exchange all of the
property and assets of the corporation, including its good will and its
corporate franchises, upon such terms and conditions and for such
consideration, which may be in whole or in part 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.
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 it by statute.
TENTH. No contract or other transaction between this corporation and
any other company and no act of this corporation shall in any way be affected or
invalidated by the fact that any of the directors of this corporation are
pecuniarily or otherwise interested in, or are directors or officers of, such
other company and any director of this corporation who is also a director or
officer of such other company may be counted in determining the existence of a
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quorum at any meeting of the board of directors of this corporation which shall
authorize any such contract or transaction and may vote thereat to authorize any
such contrast or transaction with like force and effect as if he were not such
director or officer of such other company.
ELEVENTH. Meetings of stockholders may be held without the State of
Delaware, if the by-laws so provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside of the State of
Delaware at such place or places as may be from time to time designated by the
board of directors.
TWELFTH. 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 in pursuance of the General
Corporation Law of the State of Delaware, do make this certificate, hereby
declaring and certifying that the facts herein stated are true, and accordingly
have hereunto set our hands and seals this 27th day of February, A.D. 1950.
/s/ C. S. Peabbles
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C. S. Peabbles
/s/ S. M. Brown
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S. M. Brown
/s/ W. T. Cunningham
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W. T. Cunningham
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STATE OF DELAWARE )
) ss.
COUNTY OF NEW CASTLE )
BE IT REMEMBERED, That on this 27th day of February, A.D. 1950,
personally came before me M. Ruth Mannering, a Notary Public for the State of
Delaware, C. S. Peabbles, S. M. Brown and W. T. Cunningham, all of the 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/ M. Ruth Mannering
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Notary Public
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