Exhibit 3.1
Articles of Incorporation and Amendments (Avalon-Borden Companies, Inc.)
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STATE OF DELAWARE
OFFICE OF SECRETARY OF STATE
I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF BORDEN COMPANIES, INC. FILED IN THIS OFFICE ON THE FOURTH DAY
OF AUGUST, A.D 1986, AT 1 O'CLOCK P.M.
: : : : : : : : : :
/s/ MICHAEL HARKINS
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Michael Harkins, Secretary of State
AUTHENTICATION: 10903763
DATE: 08/04/1986
[CORPORATE SEAL]
DEPARTMENT OF STATE
OFFICE OF THE SECRETARY OF STATE
DELAWARE
736216021
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CERTIFICATE OF INCORPORATION
OF
BORDEN COMPANIES, INC.
1. The name of the corporation is:
BORDEN COMPANIES, INC.
2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.
3. 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 Delaware.
4. The total number of shares of stock which the corporation shall have
authority to issue is One Thousand (1,000) and the par value of each of such
shares is One Dollar ($1.00) amounting in the aggregate to One Thousand Dollars
($1,000.00).
5. The board of directors is authorized to make, alter or repeal the
by-laws of the corporation. Election of directors need not be by written ballot.
6. The name and mailing address of the incorporator is:
M. C. Kinnamon
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of
Delaware, do make this certificate, hereby declaring and certifying that this is
my act and deed and the facts herein stated are true, and accordingly have
hereunto set my hand this 4th day of August, 1986.
/s/ M. C. KINNAMON
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M. C. Kinnamon
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STATE OF DELAWARE
OFFICE OF SECRETARY OF STATE
I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE
DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
CORRECTION OF BORDEN COMPANIES, INC. FILED IN THIS OFFICE ON THE EIGHTH DAY OF
AUGUST, A.D 1986, AT 10 O'CLOCK A.M.
: : : : : : : : : :
/s/ MICHAEL HARKINS
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Michael Harkins, Secretary of State
AUTHENTICATION: 10922768
DATE: 08/22/1986
[CORPORATE SEAL]
DEPARTMENT OF STATE
OFFICE OF THE SECRETARY OF STATE
DELAWARE
862200172
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CERTIFICATE OF CORRECTION FILED TO CORRECT
A CERTAIN ERROR IN THE CERTIFICATE OF
INCORPORATION OF BORDEN COMPANIES, INC. FILED
IN THE OFFICE OF THE SECRETARY OF STATE OF
DELAWARE ON AUGUST 4, 1986.
BORDEN COMPANIES, INC., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
1. The name of the corporation is BORDEN COMPANIES, INC.
2. That a Certificate of Incorporation was filed by the Secretary of
State of Delaware on August 4, 1986 and that said certificate requires
correction as permitted by subsection (F) of section 103 of The General
Corporation Law of the State of Delaware.
3. The inaccuracy or defect of said certificate to be corrected is as
follows:
The authorized capital was incorrectly set forth.
4. Article 4 of the certificate is corrected to read as follows:
"4. The total number of shares of stock which the corporation shall
have authority to issue is Fifty Million (50,000,000) and the par value of each
of such shares is $.001 amounting in the aggregate to Fifty Thousand Dollars
($50,000.00)."
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IN WITNESS WHEREOF, said BORDEN COMPANIES, INC. has caused this
certificate to be signed by the sole incorporator, this 8th day of August, 1986.
/s/ M. C. KINNAMON
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M. C. Kinnamon
Sole Incorporator
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STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
BORDEN COMPANIES, INC.
a corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware.
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of BORDEN COMPANIES, INC.
resolutions were duly adopted setting forth a proposed said amendment of the
Certificate of Incorporation of said corporation, declaring amendment to be
advisable and calling a meeting of the stockholders of said corporation for
consideration thereof. The resolution setting forth the proposed amendment is as
follows:
RESOLVED, that the Certificate of Incorporation of this corporation be amended
by changing the Article thereof number "Article I" so that, as amended, said
Article shall be and read as follows:
The name of the corporation is AVALON-BORDEN COMPANIES, INC.
SECOND: That thereafter, pursuant to resolution of its Board of Directors, a
special meeting of the stockholders of said corporation was duly called and held
upon notice in accordance with Section 222 of the General Corporation Law of the
State of Delaware at which meeting the necessary number of shares as required by
statue were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.
FOURTH: That the capital of said corporation shall not be reduced under or by
reason of said amendment.
IN WITNESS WHEREOF, said Board of Directors has caused this certificate to be
signed by Maurice C. Mitchell, an Authorized Officer, this 19th day of February,
1998.
By: /s/
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Authorized Officer
Name: Maurice C. Mitchell
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Print or Type
Title: President
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STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "BORDEN COMPANIES, INC.", CHANGING ITS NAME FROM "BORDEN COMPANIES,
INC." TO "AVALON-BORDEN COMPANIES, INC." FILED IN THIS OFFICE ON THE NINTH DAY
OF MARCH, A.D 1998, AT 9 O'CLOCK A.M.
/s/ EDWARD J. FREEL
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Edward J. Freel, Secretary of State
AUTHENTICATION: 8968075
DATE: 03/12/98
[CORPORATE SEAL]
DEPARTMENT OF STATE
OFFICE OF THE SECRETARY OF STATE DELAWARE
2097977 8100
981090254
