EXHIBIT 3.19
CERTIFICATE OF INCORPORATION
OF
WINGFOOT VENTURES FOURTEEN INC.
FIRST. The name of the corporation is:
WINGFOOT VENTURES FOURTEEN INC.
SECOND. The address of its 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 nature of the business, or objects or purposes, to be
conducted, transacted, promoted or carried on by the corporation are:
(a) To subscribe for, purchase, invest in, own, hold, sell and otherwise
generally deal in and with equity securities of every kind and description
of any corporation, joint stock company, association, limited partnership,
general partnership, firm, trust, joint venture enterprise, syndicate,
consortium, combination or entity; to acquire or become interested in any
such securities by original subscription, underwriting participation in
syndicates or otherwise; and to exercise any and all rights, powers, and
privileges of individual ownership or interest in respect of any such
securities, including the right to vote thereon and otherwise act with
respect thereto.
(b) To acquire, by purchase, subscription or otherwise, and to receive, own,
guarantee, sell, assign, exchange, transfer, mortgage, pledge or otherwise
dispose of or deal in or with any scrip, warrants, rights, bonds,
debentures, notes, trust receipts, voting trust certificates, and any and
all other securities, obligations, classes in action, evidence of
indebtedness or interests issued or created by any corporation, joint
stock company, association, limited partnership, general partnership,
firm, trust, joint venture enterprise syndicate, consortium, combination
or entity or person, public or private or by the government of the United
States of America, or by any foreign government, or by any state,
territory, province, municipality or other political subdivision or by any
governmental agency, and as owner thereof to possess and exercise all the
rights, powers and privileges of ownership, including the right to execute
consents and vote thereon, and to do any and all acts and things necessary
or advisable for the preservation, protection, improvement and enhancement
in value thereof.
1
(c) To borrow or raise money for any of the purposes of the corporation and,
from time to time without limit as to amount, to draw, make, accept,
endorse, execute and issue promissory notes, drafts, bills of exchange,
warrants, bonds, debentures and other negotiable or non-negotiable
instruments and evidences of indebtedness, and to secure the payment of
any thereof and of the interest thereon by mortgage upon or pledge,
conveyance or assignment in trust of the whole or any part of the property
of the corporation, whether at the time owned or thereafter acquired, and
to sell, pledge or otherwise dispose of, and to reacquire and otherwise
deal in, such obligations of the corporation.
(d) To participate as an equity investor in the institution, promotion and
organization of financial, manufacturing, industrial, natural resource
exploration and development and other business concerns, firms,
associations, corporations or other forms of enterprises; and to purchase,
or otherwise acquire, become interested in, deal in and with, invest in,
hold, sell, mortgage, pledge or otherwise dispose of all forms of
securities of such business concerns.
(e) To acquire, and pay for in cash, with equity securities or debt securities
issued by the corporation, with property of the corporation, whether real,
personal, tangible or intangible, or otherwise, the good will, rights,
assets and property, and to undertake or assume the whole or any part of
the obligations or liabilities of, any corporation, joint stock company,
association, limited partnership, general partnership, firm, trust, joint
venture enterprise, syndicate, consortium, combination or other entity or
person.
(f) To acquire, hold, use, sell, assign, lease, grant licenses in respect of,
mortgage or otherwise dispose of letters patent of the United States or
any foreign country, patent rights, licenses and privileges, inventions,
improvements and processes, copyrights, trademarks and trade names.
(g) To purchase, receive, take by grant, gift, devise, bequest or otherwise,
lease, or otherwise acquire, own, hold, improve, employ, use and otherwise
deal in and with real or personal property, or any interest therein,
wherever situated, and to sell, convey, lease, exchange, transfer or
otherwise dispose of, or mortgage or pledge, all or any of the property
and assets, or any interest therein, of the corporation wherever situated.
(h) To buy, utilize, lease, rent, import, export, manufacture, product,
design, prepare, assemble, fabricate, improve, develop, sell, lease,
mortgage, pledge, hypothecate, distribute and otherwise deal in at
wholesale, retail or otherwise, as a principal, agent or otherwise, all
commodities, goods, wares, merchandise, machinery, tools, devices,
apparatus, equipment and all other personal property, whether tangible or
intangible, of every kind without limitation as to description, location
or amount.
(i) To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of the State of Delaware.
2
In addition to the powers and privileges conferred upon the corporation by
law, the corporation shall possess and may exercise all powers and privileges
which are necessary or convenient to the conduct, promotion or attainment of the
business, objects or purposes of the corporation.
FOURTH. The total number of shares of stock which the corporation shall
have authority to issue is One Thousand (1,000) shares, of the par value of One
Hundred Dollars ($100.00) per share.
FIFTH. The name and mailing address of the incorporator is as follows:
Name Mailing Address
- --------------- -----------------------
Hayes A Jenkins 1144 East Market Street
Akron, Ohio 44316-0001
SIXTH. The corporation is to have perpetual existence.
SEVENTH. The private property of the stockholders shall not be subject to
the payment of debts of the corporation to any extent whatsoever.
EIGHTH. Elections of directors need not be by ballot unless the By-Laws of
the corporation shall so provide.
NINTH. The By-Laws of the corporation may from time to time be adopted,
altered, amended, or repealed, or new By-Laws may be adopted, in either of the
following ways: (i) by the holders of a majority of the outstanding shares of
stock of the corporation entitled to vote, or (ii) by a majority of the full
board of directors. Any change so made by the stockholders may thereafter be
further changed by a majority of the directors unless the stockholders in
adopting such change shall otherwise provide.
TENTH. The corporation may agree to the terms and conditions upon which
any director, officer, employee or agent accepts his office or position and in
its By-Laws or otherwise may agree to indemnify and protect any director,
officer, employee or agent to the extent permitted by the laws of Delaware. A
director of the corporation shall not be personally liable to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a director
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware Corporation Law, or (iv) for any transaction from
which the director derived any improper personal benefit.
ELEVENTH. Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its
3
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of this
corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for this corporation under the provisions of
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this corporation under
the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of
the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
corporation as consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this corporation, as the case may be, and also on this
corporation.
TWELFTH. 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 any provision contained in the statutes of Delaware) 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.
THIRTEENTH. 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.
FOURTEENTH. In furtherance and not in limitation of the powers conferred
by statute, the board of directors is expressly authorized: (1) to authorize and
cause to be executed mortgages and liens upon the real and personal property of
the corporation; and (2) 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.
The undersigned, Hayes A Jenkins, being the incorporator hereinbefore
named, for the purpose of forming a corporation pursuant to the General
Corporation Law of the State of Delaware, does hereby make this Certificate,
hereby declaring and certifying that this is his act and deed and the facts
herein stated are true, and, accordingly, has executed this Certificate this
21st day of May, 1993.
/s/ Hayes A. Jenkins
------------------------------
Hayes A. Jenkins, Incorporator
4
STATE OF OHIO )
) ss
COUNTY OF SUMMIT )
BE IT REMEMBERED that on this 21st day of May, 1993, personally became
before me, a Notary Public for the State of Ohio, Hayes A Jenkins, the person
who executed 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/ Carolyn Sue Hayes
---------------------
Notary Public
State of Ohio
(NOTARIAL SEAL)
My commission expires: CAROLYN SUE HAYES, NOTARY PUBLIC
Residence Summit County
State Wide Jurisdiction, Ohio
My Commission Expires Oct. [ILLEGIBLE]
5
Exhibit 3.19
(continued)
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
WINGFOOT VENTURES FOURTEEN INC., 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, filed with the minutes of the board, adopted a
resolution proposing and declaring advisable the following amendments to the
Certificate of Incorporation of said corporation:
RESOLVED, that the Certificate of Incorporation of the WINGFOOT
VENTURES FOURTEEN, INC. be amended by deleting the present Article FIRST
in its entirety and inserting in lieu thereof a new Article FIRST
providing in its entirety as follows:
FIRST. The name of the corporation is:
THE KELLY-SPRINGFIELD TIRE CORPORATION
FURTHER RESOLVED, that the Certificate of Incorporation of WINGFOOT
VENTURES FOURTEEN INC. be amended by deleting the THIRD in its entirety
and inserting in lieu thereof a new Article THIRD providing in its
entirety is follows:
THIRD. The nature of the business or objects or purposes, to be
conducted, transacted, promoted or carried on by the corporation are:
(a) To design, develop, manufacture and sell tires for any application,
and to manufacture any tire component and any material used in the
fabrication of tires; to purchase and sell, or to otherwise deal in,
tires for its own account or for the account of others; to design,
fabricate, purchase and
and sell the manufacturing machinery, equipment, molds and tools;
and to purchase and sell natural and synthetic rubber, natural and
synthetic fibers, steel wire and tire cord, chemicals and other
substances used in the fabrication of tires.
(b) To subscribe for, purchase, invest in, own, hold, sell and otherwise
generally deal in and with equity securities of every kind and
description of any corporation, joint stock company association,
limited partnership, general partnership, firm, trust joint venture
enterprise, syndicate, consortium, combination or entity; to acquire
or become interested in any such securities by original
subscription, underwriting, participation in syndicates or
otherwise; and to exercise any and all rights, powers, and
privileges of individual ownership or interest in respect of any
such securities, including the right to vote thereon and otherwise
act with respect thereto.
(c) To acquire, by purchase, subscription or otherwise, and to receive,
own, guarantee, sell, assign exchange, transfer, mortgage, pledge or
otherwise dispose of or deal in or with any script, warrants,
rights, bonds, debentures, notes, trust receipts, voting trust
certificates, and any and all other securities, obligations, choses
in action, evidence of indebtedness or interests issued or created
by any corporation, joint stock company, association, limited
partnership, general partnership, firm, trust, joint venture
enterprise, syndicate, consortium, combination or entity or person,
public or private or by the government of the United States of
America, or by any foreign government, or by any state, territory,
province, municipality or other political subdivision or by any
governmental agency, and as owner thereof to possess and exercise
all the rights, powers and privileges of ownership, including the
right to execute consents and vote thereon, and to do any and all
acts and things necessary or advisable for the preservation,
protection, improvement and enhancement in value thereof.
(d) To borrow or raise money for any of the purposes of the corporation
and, from time to time without limit as to amount, to draw, make,
accept endorse, execute and issue promissory notes, drafts, bills of
exchange warrants, bonds, debentures and other negotiable or
non-negotiable instruments and evidences of indebtedness, and to
secure the payment of any thereof and of the interest thereon by
mortgage upon or pledge, conveyance or assignment in trust of the
whole or any part of the property of the corporation, whether at the
time owned or thereafter acquired, and to sell, pledge or otherwise
dispose of, and to reacquire and otherwise deal in, such obligations
of the corporation.
-2-
(e) To participate as an equity investor in the institution, promotion
and organization of financial, manufacturing, industrial, natural
resource exploration and development and other business concerns,
firms, associations, corporations or other forms of enterprises; and
to purchase, or otherwise acquire, become interested in, deal in and
with, invest in, hold, sell, mortgage, pledge or otherwise dispose
of all forms of securities of such business concerns.
(f) To acquire, and pay for in cash, with equity securities or debt
securities issued by the corporation, with property of the
corporation, whether real, personal, tangible or intangible, or
otherwise, the good will, rights, assets and property, and to
undertake or assume the whole or any part of the obligations or
liabilities of, any corporation, joint stock company, association,
limited partnership, general partnership, firm, trust, joint venture
enterprise, syndicate, consortium, combination or other entity or
person.
(g) To acquire, hold, use, sell, assign, lease, grant licenses in
respect of, mortgage or otherwise dispose of letters patent of the
United States or any foreign country, patent rights, licenses and
privileges, inventions, improvements and processes, copyrights,
trademarks and trade names.
(h) To purchase, receive, take by grant, gift, devise, bequest or
otherwise, lease, or otherwise acquire, own, hold, improve, employ,
use and otherwise deal in and with real or personal property, or any
interest therein, wherever situated, and to sell, convey, lease,
exchange, transfer or otherwise dispose of, or mortgage or pledge,
all or any of the property and assets, or any interest therein, of
the corporation wherever situated.
(i) To buy, utilize, lease rent, import, export, manufacture, product,
design, prepare, assemble, fabricate, improve, develop, sell, lease,
mortgage, pledge, hypothecate, distribute and otherwise deal in at
wholesale, retail or otherwise, as a principal, agent or otherwise,
all commodities, goods, wares, merchandise, machinery, tools,
devices, apparatus, equipment and all other personal property,
whether tangible or intangible, of every kind without limitation as
to description, location or amount.
(j) To engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of the State of
Delaware.
In addition to the powers and privileges conferred upon the corporation by
law, the corporation shall possess and may exercise all powers and
privileges which are necessary or convenient to the conduct, promotion or
attainment of the business, objects or purposes of the corporation.
-3-
SECOND: That in lieu of a meeting and vote of stockholders,
the stockholders have given unanimous written consent to said amendments in
accordance with the provisions of Section 228 of the General Corporation Law of
the State of Delaware.
THIRD: That the aforesaid amendments were duly adopted in
accordance with the applicable provisions of Sections 242 and 228 of the General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said WINGFOOT VENTURES FOURTEEN INC. has
caused this certificate to be signed by GARY L. SUTHERLAND, its Vice President
and Treasurer and attested by DANE E. TAYLOR, its Secretary, on this 7th day of
March, 1997.
WINGFOOT VENTURES FOURTEEN INC.
BY /s/ Gary L. Sutherland
----------------------------
GARY L. SUTHERLAND
Vice President and Treasurer
ATTEST:
BY /s/ Dane E. Taylor
- ---------------------
DANE E. TAYLOR
Secretary
-4-