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EXHIBIT 3.3
CERTIFICATE OF INCORPORATION
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OF
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CC&E CORP.
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FIRST: The name of the Corporation is CC&E Corp.
SECOND: The address of the Corporation's registered office in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle 19801. The name of its 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 of stock which the Corporation shall
have authority to issue is One Thousand (1,000) all of which shall be shares of
Common Stock, $.0l par value.
FIFTH: The name and mailing address of the incorporator is as follows:
NAME MAILING ADDRESS
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Brendan Ford 3200 National City Center
Cleveland, Ohio 44114
SIXTH: The number of directors which shall constitute the whole board
shall be fixed by, or in the manner provided in, the By-laws of the Corporation.
Meetings of stockholders shall be held at such place, within or without the
State of Delaware, as may be designated by or in the manner provided in the
By-laws,
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or, if not so designated, at the registered office of the Corporation in the
State of Delaware. Election of directors need not be by written ballot unless
and to the extent that the Bylaws of the Corporation so provide.
SEVENTH: 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 except that any by-law adopted by the
stockholders may be altered or repealed only by the stockholders if such by-law
specifically so provides.
EIGHTH: Any one or more directors may be removed, with or without cause,
by the vote oar written consent of the holders of a majority of the issued and
outstanding shares of stock of the Corporation.
NINTH: Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them, and/or between the
Corporation and its 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 the Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for the 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 the
Corporation under the provisions of Section 279 of Title 8 of the Delaware Code
order a meeting of the creditors or class of
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creditors, and/or of the stockholders or class of stockholders of the
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 the Corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of the Corporation as a 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 the Corporation, as the case
may be, and also on the Corporation.
TENTH: In the event any provision (or portion thereof) of this
Certificate of Incorporation shall be found to be invalid, prohibited, or
unenforceable for any reason, the remaining provisions (or portions thereof) of
this Certificate shall be deemed to remain in full force and effect, and shall
be construed as if such invalid, prohibited, or unenforceable provision had been
stricken herefrom or otherwise rendered inapplicable, it being the intent of the
Corporation and its stockholders that each such remaining provision (or portion
thereof) of this Certificate remain, to the fullest extent permitted by law,
applicable and enforceable as to all stockholders, notwithstanding any such
finding.
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ELEVENTH: To the fullest extent permitted by the General Corporation Law
of the State of Delaware, as the same exists or may hereafter be amended, a
director of the Corporation shall not be liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director.
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.
THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, does make this certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly I hereunto set my hand this day of December, 1988.
/s/ Brendan Ford
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Brendan Ford
Sole Incorporator
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
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CC&E Corp., 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 shareholders made effective as of January 2, 1997 with
the minutes of the Board, adopted a resolution proposing and declaring
advisable the following amendment to the Certificate of Incorporation of said
corporation:
RESOLVED, that the Certificate of Incorporation of CC&B Corp. be
amended by changing the First Article thereof so that, as amended, said
Article shall be and read as follows:
"FIRST: The name of the Corporation is Continental Conveyor & Equipment
Company."
SECOND: That in lieu of a meeting arid vote of stockholders, the
stockholders have: given unanimous Written consent to said amendment in
accordance with the provisions of Section 22S of the General Corporation Law of
the State of Delaware.
THIRD: That the aforesaid amendment was 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 CC&E Corp. has caused this certificate to be
signed by Ralph L. Nehrig, its Vice President, this 6th day of January 1997.
CC&E CORP.
By: /s/ Ralph L. Nehrig
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Ralph L. Nehrig, Vice President
ATTEST
/s/ F. J. Rzicznek
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By: F. J. Rzicznek, Secretary