EXHIBIT 3.13
CERTIFICATE OF INCORPORATION
OF
MVE PACIFIC, INC.
To form a corporation pursuant to the Delaware General Corporation
Law, the undersigned hereby certifies as follows:
ARTICLE 1.
The name of this corporation is MVE Pacific, Inc.
ARTICLE 2.
The purpose of this corporation is to engage in any lawful act or
activity for which corporations may be organized under the Delaware General
Corporation Law.
ARTICLE 3.
The registered office of this corporation in Delaware is 1209 Orange
Street, Wilmington, New Castle County, Delaware and the name of its registered
agent is The Corporation Trust Company.
ARTICLE 4.
The total number of shares of stock which this corporation is
authorized to issue to 3,000 shares, par value $.01 per share, all of which
shares are designated as Common Stock.
ARTICLE 5.
In furtherance, and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized to make, amend, alter,
change, add to or repeal bylaws of this corporation, without any action on the
part of the stockholders. The bylaws made by the directors may be amended,
altered, changed, added to or repealed by the stockholders. Any specific
provision in the bylaws regarding amendment thereof shall be controlling.
ARTICLE 6.
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; provided, however, that this article shall not eliminate or
limit the liability of a director (a) for any breach of the director's duty of
loyalty to the corporation or its stockholders; (b) for acts or omissions not in
good faith or which
involve intentional misconduct or a knowing violation of law; (c) for the
unlawful payment of dividends or unlawful stock repurchases under Section 174 of
the Delaware General Corporation Law; or (d) for any transaction from which the
director derived an improper personal benefit. This article shall not eliminate
or limit the liability of a director for any act or omission occurring prior to
the effective date of this article.
If the Delaware General Corporation Law is hereafter amended to
authorize any further limitation of the liability of a director, then the
liability of a director of the corporation shall be eliminated or limited to the
fullest extent permitted by the Delaware General Corporation Law, as amended.
Any repeal or modification of the foregoing provisions of this article
by the stockholders of the corporation shall not adversely affect any right or
protection of a director of the corporation existing at the time of such repeal
or modification.
ARTICLE 7.
The name and mailing address of the incorporator is: Gary K, Hall, 220
South Sixth Street, Minneapolis, Minnesota 55402.
Dated: November 29, 1995 /s/ Gary K. Hall
----------------------------------------
Gary K. Hall
2
CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION
OF
MVE PACIFIC, INC.
It is hereby certified that:
1. The name of the corporation (hereinafter called the "Corporation")
is MVE Pacific, Inc.
2. The certificate of incorporation of the Corporation is hereby
amended by striking out Article 1 thereof and by substituting in lieu of said
Article the following new Article:
"ARTICLE 1
The name of the corporation is Chart Pacific Inc."
3. The amendment of the certificate of incorporation herein certified
has been duly adopted and written consent has been given in accordance with the
provisions of Sections 228 and 242 of the General Corporation Law of the State
of Delaware.
The effective time of the amendment herein certified shall be December
31, 1999.
Signed on December 27, 1999
/s/ John T. Romain
----------------------------------------
John T. Romain, Assistant Secretary
CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION
OF
CHART PACIFIC INC.
It is hereby certified that:
1. The name of the corporation (hereinafter called the "Corporation")
is Chart Pacific Inc.
2. The certificate of incorporation of the Corporation is hereby
amended by striking out Article 1 thereof and by substituting in lieu of said
Article the following new Article:
"ARTICLE 1
The name of the corporation is Chart Asia, Inc."
3. The amendment of the certificate of incorporation herein certified
has been duly adopted and written consent has been given in accordance with the
provisions of Sections 228 and 242 of the General Corporation Law of the State
of Delaware.
Signed on March 22, 2000
/s/ John T. Romain
----------------------------------------
John T. Romain, Assistant Secretary
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
CHART ASIA, INC.
----------
Pursuant to Section 242 of the
Delaware General Corporation Law
The undersigned, Michael F. Biehl, being the Treasurer of Chart Asia,
Inc., a Delaware corporation (the "Corporation"), hereby certify as follows:
1. The name of the Corporation is Chart Asia, Inc.
2. The amendment of the Certificate of Incorporation as hereinafter
set forth has been duly adopted in accordance with Section 242 of the Delaware
General Corporation Law.
3. The Certificate of Incorporation of Chart Asia, Inc. is hereby
amended, effective September 15, 2003, so that Article 4 shall henceforth read,
in its entirety, as follows:
"A. Authorized Capital. The total number of shares of capital
stock which this corporation shall have authority to issue is 3,000
shares, par value $.01 per share, all of which shares are designated
as Common Stock.
B. Limitation on Issuance of Non-Voting Equity Securities.
Notwithstanding any other provision in this Article 4, pursuant to
Section 1123(a)(6) of Chapter 11 of Title 11 of the United States
Code, the Corporation will not issue non-voting equity securities
(which shall not be deemed to include any warrants or options to
purchase capital stock of the Corporation); provided, however, that
this provision (i) will have no further force or effect beyond that
required under Section 1123 of the Bankruptcy Code, (ii) will have
such force and effect, if any, only for so long as such section is in
effect and applicable to the Corporation or any of its wholly-owned
subsidiaries and (iii) in all events may be amended or eliminated in
accordance with applicable law as from time to time in effect."
IN WITNESS WHEREOF, the undersigned subscribes this Certificate of
Amendment and affirm that the facts stated herein are true under penalties of
perjury, this 12th day of September, 2003.
/s/ Michael F. Biehl
----------------------------------------
Michael F. Biehl, Chief Financial
Officer and Treasurer
Effective Date: September 15, 2003