Exhibit 3.39
CERTIFICATE OF INCORPORATION
OF
BEST BUILT ACQUISITION, INC.
ARTICLE ONE
The name of the corporation is Best Built Acquisition, Inc.
ARTICLE TWO
The address of the corporation's registered office in the state of
Delaware is 1013 Centre Road, in the City of Wilmington, County of New Castle,
19805. The name of its registered agent at such address is Corporation Service
Company.
ARTICLE THREE
The nature of the business or purposes to be conducted or promoted
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.
ARTICLE FOUR
The total number of shares of stock which the corporation has
authority to issue is one thousand (1,000) shares of Common Stock, par value
one cent ($0.01) per share.
ARTICLE FIVE
The name and mailing address of the sole incorporator are as
follows:
NAME MAILING ADDRESS
---- ---------------
Thaddine G. Gomez 200 East Randolph Drive
Suite 5700
Chicago, Illinois 60601
ARTICLE SIX
The corporation is to have perpetual existence.
ARTICLE SEVEN
In furtherance and not in limitation of the powers conferred by
statute, the board of directors of the corporation is expressly authorized to
male, alter or repeal the by-laws of the corporation
ARTICLE EIGHT
Meetings of stockholders may be hold within or without the State of
Delaware, as the by-laws of the corporation may provide. The books of the
corporation may be kept 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. Election of directors need not be by written
ballot unless the by-laws of the corporation so provide.
ARTICLE NINE
To the full extent permitted by the General Corporation Law of the
State of Delaware as the same exists or may hereafter be amended, a director
of this corporation shall not be liable to the corporation or its stockholders
for monetary damages for a breach of fiduciary duty as a director. Any repeal
or modification of this ARTICLE NINE shall not adversely affect any right or
protection of a director of the corporation existing at the time of such
repeal or modification.
ARTICLE TEN
The corporation expressly elects not to be governed by Section 203
of the General Corporation Law of the State of Delaware.
ARTICLE ELEVEN
The corporation reserves the right to amend, after, change or repeal
any provision contained in this certificate of incorporation in the manner now
or hereafter prescribed herein and by the laws of the State of Delaware, and
all rights conferred upon stockholders herein are granted subject to this
reservation.
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I, THE UNDERSIGNED, being the sole incorporator hereinbefore named,
for the purpose of forming a corporation pursuant to the General Corporation
Law of the State of Delaware, do make this certificate hereby declaring and
certifying that this is my act and deed and the facts stated herein are true,
and accordingly have hereunto set my hand on the 19th day of May, 1997.
/s/ Thaddine G. Gomez
-------------------------------------
Thaddine G. Gomez
Sole Incorporator
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CERTIFICATE OF CORRECTION
TO
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
BEST BUILT ACQUISITION, INC.
ADOPTED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 103(f) OF THE
GENERAL CORPORATION LAW OF THE STATE OF DELAWARE
Brian D. Schwartz, being the President of Best Built Acquisition, Inc., a
corporation duly organized and existing under and by virtue of the General
Corporation Law of the State of Delaware (the "Corporation"), DOES HEREBY
CERTIFY as follows:
FIRST: The name of the corporation is Best Built Acquisition, Inc. (the
"Corporation").
SECOND: Article One of the Certificate of Incorporation of the
Corporation (the "Certificate of Incorporation"), which was filed with the
Secretary of State of Delaware on May 19, 1997, inaccurately stated the
Corporation's name and is hereby corrected.
THIRD: The defect to be corrected in the Certificate of Incorporation as
follows:
ARTICLE ONE
The name of the corporation is Beat Built Acquisition Corp.
IN WITNESS WHEREOF, the undersigned, being the President hereinabove named,
for the purpose of correcting the Certificate of Incorporation pursuant to the
General Corporation Law of the State of Delaware, under penalties of perjury
does hereby declare and certify that this is the act and deed of the Corporation
and the facts stated herein are true, and accordingly has hereunto signed this
Certificate of Correction to Certificate of Incorporation this 28th day of May,
1997.
Best Built Acquisition, Inc.
a Delaware corporation
By: /S/ BRIAN D. SCHWARTZ
---------------------------------
Brian D. Schwartz
President
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CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
BEST BUILT ACQUISITION CORP.
* * * *
ADOPTED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 242 OF THE
GENERAL CORPORATION LAW OF THE STATE OF DELAWARE
The undersigned being the Vice President of Best Built Acquisition
Corp., a corporation duly organized and existing under and by virtue of the
General Corporation Law of the State of Delaware (the "Corporation"), DOES
HEREBY CERTIFY as follows:
FIRST: The Board of Directors of the Corporation adopted the
resolution set forth below proposing an amendment to the Certificate of
Incorporation of the Corporation (the "Amendment") and directed that the
Amendment to be submitted to the sole holder of the issued and outstanding
shares of Common Stock of the Corporation entitled to vote thereon for its
consideration and approval:
"RESOLVED, that the Certificate of Incorporation of the
Corporation be, and hereby is, amended in accordance with Section
242 of the General Corporation Law of the State of Delaware by
deleting ARTICLE ONE thereof in its entirety and substituting
therefor ARTICLE ONE as follows:
ARTICLE ONE
The name of the corporation is Best Built, Inc. (the
"corporation")."
SECOND: The Amendment was duty adopted in accordance with Section
228 and Section 242 of the General Corporation Law of the State of Delaware by
the sole holder of the issued
and outstanding shares of the Common Stock of the Corporation entitled to vote
thereon.
* * * * * * * * * *
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IN WITNESS WHEREOF, the undersigned does hereby certify under
penalties of perjury that this Certificate of Amendment to the Certificate of
Incorporation of the Corporation is the act and deed of the undersigned and
the facts stated herein are true and accordingly has hereunto set his hand
this 18th day of June, 1997.
Best Built Acquisition Corp.,
a Delaware corporation
By /s/ BRIAN D. SCHWARTZ
----------------------------------
Brian D. Schwartz
Vice President
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