Exhibit 3.18
CERTIFICATE OF INCORPORATION
OF
CHAPARRAL STEEL HOLDINGS, INC.
ARTICLE 1 - NAME
The name of the corporation is Chaparral Steel Holdings, Inc.
ARTICLE 2 - REGISTERED AGENT
The address of the corporation's registered office in Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of the corporation's registered agent at such address is
The Corporation Trust Company.
ARTICLE 3 - PURPOSE
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
Delaware.
ARTICLE 4 - CAPITAL STOCK
The aggregate number of shares of stock that the corporation shall have
authority to issue is 10,000. All of such shares shall be of the par value of
$0.10 per share, shall be of the same class and shall be designated as "Common
Stock."
ARTICLE 5 - INCORPORATOR
The name and mailing address of the sole incorporator is as follows:
Name Mailing Address
- ---------- ----------------------------
Dan Busbee Locke Purnell Rain Harrell
(A Professional Corporation)
2200 Ross Avenue, Suite 2200
Dallas, Texas 75201-6776
ARTICLE 6 - INITIAL DIRECTORS
The number of directors constituting the initial Board of Directors is
three. Thereafter, the number of directors constituting the Board of Directors
shall be fixed by or in accordance with the bylaws of the corporation. The
following
persons shall serve as the directors of the corporation until the first annual
meeting of stockholders of the corporation or until their successors are duly
elected and qualified:
Name Address
- ----------------- ----------------------------
Richard M. Fowler 300 Ward Road
Midlothian, Texas 76065-9651
Larry L. Clark 300 Ward Road
Midlothian, Texas 76065-9651
Robert C. Moore 300 Ward Road
Midlothian, Texas 76065-9651
ARTICLE 7 - NO CUMULATIVE VOTING
Cumulative voting in the election of directors or otherwise is hereby
expressly prohibited.
ARTICLE 8 - PREEMPTIVE RIGHTS DENIED
No stockholder shall have, as a stockholder of the corporation, any
preemptive right to acquire, purchase or subscribe for the purchase of any or
all additional issues of stock of the corporation or any or all classes or
series thereof, or for any securities convertible into such stock, whether now
or hereafter authorized.
ARTICLE 9 - BYLAWS
The initial bylaws of the corporation shall be adopted by the Board of
Directors. The power to alter, amend or repeal the bylaws or adopt new bylaws,
subject to the right of the stockholders to adopt, amend or repeal the bylaws,
is vested in the Board of Directors.
ARTICLE 10 - INDEMNIFICATION
To the fullest extent permitted by the General Corporation Law of Delaware,
as the same may be amended from time to time, the corporation shall indemnify
any and all of its directors and officers, former directors and officers, and
any person who may have served at the corporation's request as a director or
officer of another corporation, partnership, joint venture, trust or other
enterprise.
CERTIFICATE OF INCORPORATION - Page 2
ARTICLE 11 - DIRECTOR LIABILITY
To the fullest extent permitted by the General Corporation Law of Delaware,
as the same may be amended from time to time, a director or former 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. No
repeal, amendment or modification of this Article, whether direct or indirect,
shall eliminate or reduce its effect with respect to any act or omission of a
director or former director of the corporation prior to such repeal, amendment
or modification.
ARTICLE 12 - AMENDMENTS
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.
IN WITNESS WHEREOF, I have hereunto set my hand this 19TH day of February,
1996.
/s/ Dan Busbee
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Dan Busbee, Incorporator
CERTIFICATE OF INCORPORATION - Page 3