Attached files
file | filename |
---|---|
10-K - FORM 10-K - COMMERCIAL BARGE LINE CO | c63772e10vk.htm |
EX-3.2 - EX-3.2 - COMMERCIAL BARGE LINE CO | c63772exv3w2.htm |
EX-10.3 - EX-10.3 - COMMERCIAL BARGE LINE CO | c63772exv10w3.htm |
EX-32.2 - EX-32.2 - COMMERCIAL BARGE LINE CO | c63772exv32w2.htm |
EX-31.2 - EX-31.2 - COMMERCIAL BARGE LINE CO | c63772exv31w2.htm |
EX-31.1 - EX-31.1 - COMMERCIAL BARGE LINE CO | c63772exv31w1.htm |
EX-10.4 - EX-10.4 - COMMERCIAL BARGE LINE CO | c63772exv10w4.htm |
EX-21.1 - EX-21.1 - COMMERCIAL BARGE LINE CO | c63772exv21w1.htm |
EX-10.20 - EX-10.20 - COMMERCIAL BARGE LINE CO | c63772exv10w20.htm |
EX-10.22 - EX-10.22 - COMMERCIAL BARGE LINE CO | c63772exv10w22.htm |
EX-32.1 - EX-32.1 - COMMERCIAL BARGE LINE CO | c63772exv32w1.htm |
Exhibit 3.1
State of Delaware Secretary of State Division of Corporations Delivered 07:06 PM 12/21/2010 FILED 06:45 PM 12/21/2010 SRV 101219865 3901641 FILE |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
COMMERCIAL BARGE LINE COMPANY
OF
COMMERCIAL BARGE LINE COMPANY
Commercial Barge Line Company, a corporation existing under the laws of the State of
Delaware, does hereby certify as follows:
1. The name of the Corporation is Commercial Barge Line Company.
2. The Corporation was originally incorporated under the name Commercial Barge Line
Company. The original Certificate of Incorporation of the Corporation was filed in the
office of the Secretary of State of the State of Delaware on December 22, 2004 (the
Original Certificate).
3. This Amended and Restated Certificate of Incorporation (this Amended and Restated
Certificate) amends and restates the provisions of the Original Certificate of the
Corporation.
4. This Amended and Restated Certificate was duly approved and adopted by the written
consent of the board of directors and stockholders of the Corporation in accordance with
the applicable provisions of Sections 228, 242 and 245 of the General Corporation Law of
the State of Delaware.
5. This Amended and Restated Certificate shall become effective immediately upon its
filing with the Secretary of State of the State of Delaware.
6. The text of the Original Certificate is hereby amended and restated to read
in its entirety as follows:
FIRST: The name of the corporation is Commercial Barge Line Company (the Corporation).
SECOND: The address of the registered office of the Corporation in the State of
Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware
19801. The name of the Corporations 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 a corporation may now or hereafter be organized under the General Corporation Law of
the State of Delaware as set forth in Title 8 of the Delaware Code (the DGCL).
FOURTH: The total number of shares of stock which the Corporation shall have
authority to issue is one thousand (1,000), consisting of one thousand (1,000) shares of
common stock, $0.01 par value per share.
FIFTH: The business and affairs of the Corporation shall be managed by and under the
direction of the Board of Directors. The exact number of directors of the Corporation
shall be fixed by or in the manner provided in the Bylaws of the Corporation (the
Bylaws).
SIXTH: In furtherance and not in limitation of the powers conferred by statute, the
Board of Directors is expressly authorized:
(a) to adopt, repeal, rescind, alter or amend in any respect the Bylaws, and to
confer in the Bylaws powers and authorities upon the directors of the Corporation in
addition to the powers and authorities expressly conferred upon them by statute;
(b) from time to time to set apart out of any funds or assets of the Corporation
available for dividends an amount or amounts to be reserved as working capital or for any
other lawful purpose and to abolish any reserve so created and to determine whether any,
and, if any, what part, of the surplus of the Corporation or its net profits applicable to
dividends shall be declared in dividends and paid to its
stockholders, and all rights of the holders of stock of the Corporation in respect of
dividends shall be subject to the power of the Board of Directors so to do;
(c) subject to the laws of the State of Delaware, from time to time to sell, lease
or otherwise dispose of any part or parts of the properties of the Corporation and to cease to
conduct the business connected therewith or again to resume the same, as it may deem best; and
(d) in addition to the powers and authorities hereinbefore and by the laws of the
State of Delaware conferred upon the Board of Directors, to execute all such powers and to do all
acts and things as may be exercised or done by the Corporation; subject, nevertheless, to the
express provisions of said laws, of the Certificate of Incorporation of the Corporation and its
Bylaws.
SEVENTH: Meetings of stockholders of the Corporation may be held within or without the State
of Delaware, as the Bylaws provide. The books of Corporation may be kept (subject to any provision
of applicable law) outside the State of Delaware at such place or places as may be designated from
time to time by the Board or in the Bylaws.
EIGHTH: The Corporation reserves the right to adopt, repeal, rescind, alter or amend in any
respect any provision contained in this Certificate of Incorporation in the manner now or
hereafter prescribed by applicable law, and all rights conferred on stockholders herein are
granted subject to this reservation.
NINTH: The Corporation is to have perpetual existence.
TENTH: A director of this Corporation shall not be personally liable to the Corporation or
its stockholders for monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the directors duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) under the Section 174 of the Delaware General Corporation
Law, as the same exists or hereafter may be amended, or (iv) for any transaction for which the
director derived an improper personal benefit. If the Delaware General Corporation Law hereafter
is amended to authorize the further elimination or limitation of the liability of directors, then
the liability of a director of the Corporation, in addition to the limitation on personal
liability provided herein, shall be limited to the fullest extent permitted by the amended
Delaware Corporation Law. No amendment to or repeal of this Article Tenth shall apply to or have
any effect on the liability or alleged liability of any director of the Corporation for or with
respect to any acts or omissions of such director occurring prior to such amendment or appeal.
ELEVENTH: The Corporation shall, to the fullest extent permitted by the provisions of Section
145 of the General Corporation Law of the State of Delaware, as the same may be amended and
supplemented, indemnify any and all persons whom it shall have power to indemnify under said
section from and against any and all of the expenses, liabilities, or other matters referred to in
or covered by said section, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under any Bylaw,
agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director, officer, employee, or agent and shall
inure to the benefit of the heirs, executors, and administrators of such a person.
IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate to be
executed by a duly authorized officer as of this 21st day of December, 2010 and hereby affirms
that the facts stated herein are true.
COMMERCIAL BARGE LINE COMPANY |
||||
By: | /s/ Sally A. Ward | |||
Sally A. Ward | ||||
Assistant Secretary |