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EXHIBIT 3.5
CERTIFICATE OF INCORPORATION
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OF
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NEW GOODMAN CORP.
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FIRST: The name of the Corporation is New Goodman 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 By-laws 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by the stockholders may be altered or repealed only by the stockholders if such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 or 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 or them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way or 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 nay be, agree to any compromise or
arrangement arid 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 16th day of December, 1988.
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/s/ Brendan Ford
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Brendan Ford
Sole Incorporator
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NEW GOODMAN CORP.
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
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New Goodman 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 New Goodman
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 "Goodman Conveyor Company."
SECOND: That in lieu of a meeting and vote of stockholders, the
stockholders have given unanimous written consent to said amendment in
accordance with the provisions of Section 228 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 New Goodman Corp. has caused this certificate
to be signed by Ralph L. Nehrig, its Vice President, this 6th day of January
1997.
NEW GOODMAN CORP.
By: /s/ Frank J. Rzicznek
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Frank J. Rzicznek, Vice President
ATTEST:
/s/ Ralph L. Nehrig
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By: Ralph L. Nehrig, Secretary