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Exhibit 3.51
STATE OF NEW YORK }
} SS:
DEPARTMENT OF STATE }
I HEREBY CERTIFY THAT THE ANNEXED COPY HAS BEEN COMPARED WITH THE ORIGINAL
DOCUMENT IN THE CUSTODY OF THE SECRETARY OF STATE AND THAT THE SAME IS A TRUE
COPY OF SAID ORIGINAL.
WITNESS MY HAND AND SEAL OF THE DEPARTMENT OF STATE ON MAY 28 2002
[SEAL]
/s/ [ILLEGIBLE]
SPECIAL DEPUTY SECRETARY OF STATE
DOS-1266(7/00)
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DC-08
DC-08 950504000067
CERTIFICATE OF INCORPORATION
OF
GRASSLANDS INC.
Under Section 402 of the Business Corporation Law
----------
1. The name of the corporation is GRASSLANDS INC.
2. The purpose for which it is formed is:
To engage in any lawful
act or activity for which
corporations may be
organized under the
Business Corporation Law
of the State of New York.
The corporation is not
formed to engage in any
act or activity requiring
the consent or approval
of any state
official, department,
board, agency, or other
body without such
consent or approval first
being obtained.
3. Its office in the State of New York is located in
Franklin County.
4. The aggregate number of shares which the Corporation
shall have authority to issue is 200 common shares without par value.
5. The Secretary of State of the State of New York is
designated as the agent of the Corporation upon whom process against it may be
served. The address to which the Secretary of State shall mail a copy of any
process which may be served upon him is 417 East Main Street, Malone, New York
12953.
6. The subscriber is at least eighteen years of age.
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IN WITNESS WHEREOF the subscriber has signed this
certificate on the 3rd day of May, [ILLEGIBLE]
/s/ Howard J. Cornwell
--------------------------------------------------
HOWARD J. CORNWELL
[ILLEGIBLE] BOX 77
Central Bridge, New York 12035-9706
STATE OF NEW YORK }
COUNTY OF ONEIDA } ss.
On this 3rd day of May, 1995, before me, the subscriber personally appeared
HOWARD J. CORNWELL, to me known and known to me to be the person described in
and who executed the foregoing instrument and he duly personally acknowledged to
me that he executed the same.
/s/ Daniel S. Cohen
--------------------------------------------------
Notary Public
[SEAL]
2
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950504000067
CERTIFICATE OF
INCORPORATION
OF
GRASSLANDS INC.
[SEAL]
[SEAL]
[ILLEGIBLE]
STATE OF NEW YORK
DEPARTMENT OF STATE
FILED MAY 04, 1995
TAX $10
BY: /s/ [ILLEGIBLE]
--------------------
Frank-Co
BILLED
Filed By:
Evans, Bankert, Cohen, Lutz & Panzone
231 Genesee Street, 5th Floor
Utica NY 13501
D.C. -08 950504000069
3
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STATE OF NEW YORK }
SS:
DEPARTMENT OF STATE }
I HEREBY CERTIFY THAT THE ANNEXED COPY HAS BEEN COMPARED WITH THE ORIGINAL
DOCUMENT IN THE CUSTODY OF THE SECRETARY OF STATE AND THAT THE SAME IS A TRUE
COPY OF SAID ORIGINAL.
WITNESS MY HAND AND SEAL OF THE DEPARTMENT OF STATE ON MAY 28 2002
[SEAL]
/s/ [ILLEGIBLE]
SPECIAL DEPUTY SECRETARY OF STATE
DOS-1266(7/00)
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F 981029000686
CERTIFICATE OF MERGER
OF
GL ACQUISITION, INC.
AND
GRASSLANDS INC.
INTO
GRASSLANDS INC.
Under Section 904 of the Business Corporation Law
We, the undersigned, being respectively the Vice President and Assistant
Secretary of GL Acquisition Inc., and the President and Secretary of Grasslands
Inc., certify:
The Agreement and Plan of the Merger was adopted by the board of directors of
each constituent corporation.
1. The name of each constituent corporation is as follows:
GL Acquisition, Inc., and Grasslands Inc.
2. The name of the surviving corporation is:
Grasslands Inc.
3. The number of outstanding shares of GL Acquisition, Inc. is ten (10)
shares without par value, all of which are entitled to vote. The
number of outstanding shares of Grasslands Inc. is thirty six (36)
shares without par value, all of which shares are entitled to vote.
4. The Certificate of Incorporation of GL Acquisition, Inc., was filed by
the Department of State on the 8th day of October, 1998 and the
Certificate of Incorporation of Grasslands Inc., was filed by the
Department of State on May 4, 1995.
5. The Merger was authorized by the Unanimous Written Consent of all
outstanding shares of GL Acquisition, Inc., entitled to
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vote thereon and by the Unanimous Written Consent of all outstanding
shares of Grasslands Inc., entitled to vote thereon.
6. The Merger shall be effective on the filing of this Certificate of
Merger by the Department of State.
IN WITNESS WHEREOF, the undersigned have each signed this certificate and
affirmed the truth of the statements contained therein under penalty of perjury
this 29th of October, 1998.
GL ACQUISITION, INC.
By: /s/ Jerry S. Cifor
---------------------------------
Jerry S. Cifor, Vice President
and Assistant Secretary
2
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GRASSLANDS INC.
By: /s/ Howard J. Cornwell
---------------------------------
Howard J. Cornwell, President
By: /s/ Chester W. Bisnett
---------------------------------
Chester W. Bisnett, Secretary
3
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F 981029000686
CERTIFICATE OF MERGER
OF
GL ACQUISITION, INC.
AND
GRASSLANDS INC.
INTO
GRASSLANDS INC.
Under Section 904 of the Business Corporation Law
STATE OF NEW YORK
DEPARTMENT OF STATE
FILED OCT 29 1998
TAX $0
BY: /s/ Franklin
------------------
FRANKLIN
52 James Street
Albany, NY 12207
(800) 873-3482
(800) 234-8522 FAX
[NATIONWIDE INFORMATION SERVICES INC. LOGO]
FILED:
Jack Quigley
Corporate Assistant Manager
981029000708
4