EXHIBIT 3.31
Published on November 5, 1998
Exhibit 3.31
CERTIFICATE OF INCORPORATION
OF
LATAS DE ALUMINIUM REYNOLDS, INC.
FIRST: The name of the corporation is Latas de Aluminium Reynolds, Inc.
SECOND: Its registered office in the State of Delaware is located at No.
100 West Tenth Street, in the City of Wilmington, County of New Castle. The name
of its registered agent at such address is The Corporation Trust Company.
THIRD: 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.
FOURTH: The total number of shares of stock which the corporation shall
have authority to issue is One Thousand (1,000) shares of capital stock without
par value.
FIFTH: The name and mailing address of each incorporator is as follows:
Name Residence
---- ---------
John H. Galea 207 Hollyport Road
Richmond, Virginia 23229
Hugh C. Stromswold 3111 Darnley Drive
Richmond, Virginia 23235
Richard I. Dawes 8900 Watlington Road
Richmond, Virginia 23229
SIXTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter or repeal
the By-Laws of the corporation.
The corporation may in its By-Laws confer powers upon its
Directors in addition to the foregoing and in addition to the powers and
authorities expressly conferred upon them by the statutes.
SEVENTH: The books of the corporation may be kept (subject to any
provision contained in the statutes) outside of the State of Delaware at such
place or places as may be from time to time designated by the Board of Directors
or in the By-Laws of the corporation. Elections of Directors need not be by
written ballot unless the By-Laws of the corporation shall so provide.
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WE, THE UNDERSIGNED, being each of the incorporators hereinbefore
named for the purpose of forming a corporation in pursuance of the General
Corporation Law of the State of Delaware, do make this certificate, hereby
declaring and certifying that the facts herein stated are true, and
accordingly have hereunto set our hands and seals this 18th day of September,
1978.
/s/ John H. Galea (SEAL)
----------------------------
John H. Galea
/s/ Hugh C. Stromswold (SEAL)
----------------------------
Hugh C. Stromswold
/s/ Richard I. Dawes (SEAL)
----------------------------
Richard I. Dawes
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COMMONWEALTH OF VIRGINIA)
: ss.
COUNTY OF HENRICO )
BE IT REMEMBERED, that on this 18th day of September, 1978,
personally came before me, Cecile E. Lee, a Notary Public for the County of
Henrico, in the Commonwealth of Virginia, all of the parties to the foregoing
Certificate of Incorporation, known to me personally to be such, and
severally acknowledged the said Certificate to be the act and deed of the
signers respectively and that the facts therein stated are truly set forth.
GIVEN under my hand and seal of office the day and year aforesaid.
/s/ Cecile E. Lee
----------------------------
Notary Public
My Commission Expires September 5, 1981.
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
LATAS DE ALUMINIUM REYNOLDS, INC., a corporation organized and
existing under the laws of the State of Delaware, by its Vice President and its
Assistant Secretary, hereby certifies as follows:
FIRST: That the board of Directors of said Latas de Aluminium
Reynolds, Inc., by unanimous written consent adopted a resolution proposing and
declaring advisable the following amendment to the Certificate of Incorporation
of said corporation:
RESOLVED, that the Certificate of Incorporation of this
corporation be amended by revising Article FIRST thereof so that as
amended and revised, Article FIRST shall read as follows:
"FIRST: The name of the corporation is Latas de Aluminio
Reynolds, Inc."
AND FURTHER RESOLVED, that said amendment is declared advisable
and that any officer of this corporation be, and he hereby is,
directed to advise Reynolds Metals Company, owner of all of the issued
and outstanding stock of this corporation, of the amendment herein
authorized, and to submit to said Reynolds Metals Company a form of
consent to such amendment for execution by said company;
AND FURTHER RESOLVED, that if Reynolds Metals Company consents to
the amendment hereinabove set forth, the proper officers of this
corporation be, and they are hereby, authorized to file the necessary
certificate to effect said amendment with the Secretary of State of
Delaware, and to cause a copy thereof, certified by said Secretary of
State, to be recorded in the Office of the Recorder of New Castle
County, Delaware;
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AND FURTHER RESOLVED, that the Secretary, or any Assistant
Secretary, of this corporation be, and he is hereby, directed to file,
or have filed, with the proper state official of any state in which
this corporation is authorized to do business as a foreign
corporation, a certified copy of the Certificate of Amendment and/or
any other instrument which may be required by the laws of such state.
SECOND: That said amendment has been consented to and authorized by
the holder of all of the issued and outstanding stock of Latas of Aluminium
Reynolds, Inc., entitled to vote, by a written consent given in accordance with
the provisions of Section 228 of Title 8 of the Delaware Code, said consent
having been executed and filed with this corporation on the 26th day of June,
1980.
THIRD: That said amendment was duly adopted in accordance with the
applicable provisions of Sections 242 and 228 of Title 8 of the Delaware Code.
IN WITNESS WHEREOF, this Certificate has been made under the corporate
seal of said LATAS DE ALUMINIUM REYNOLDS, INC., and Thomas E. Feagin, its Vice
President, and Grace E. Clarke, its Assistant Secretary, have hereunto severally
signed their names this 26th day of June, 1980.
LATAS DE ALUMINIUM REYNOLDS, INC.
By /s/ Thomas E. Feagin
------------------------------
Thomas E. Feagin
Vice President
Attest: By /s/ Grace E. Clarke
------------------------------
Grace E. Clarke
Assistant Secretary
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CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
AND OF REGISTERED AGENT
It is hereby certified that:
1. The name of the corporation (hereinafter called the "corporation") is
LATAS DE ALUMINIO REYNOLDS, INC.
2. The registered office of the corporation within the State of Delaware is
hereby changed to 229 South State Street, City of Dover 19901, County of
Kent.
3. The registered agent of the corporation within the State of Delaware is
hereby changed to The Prentice-Hall Corporation System, Inc., the business
office of which is identical with the registered office of the corporation
as hereby changed.
4. The corporation has authorized the changes hereinbefore set forth by
resolution of its Board of Directors.
Signed on September 9, 1987.
/s/ John H. Galea
-----------------------------------------
Senior Vice President and General Counsel
Attest:
/s/ Jane C. Higgins
- ----------------------------------
Assistant Secretary
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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 11/01/1990
903055125 - 860254
CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED
OFFICE AND REGISTERED AGENT
OF
LATAS DE ALUMINIO REYNOLDS, INC.
The Board of Directors of the LATAS DE ALUMINIO REYNOLDS, INC. a
corporation of the State of Delaware, on this 29th day of October A.D. 1990, do
hereby resolve and order that the location of the Registered Office of this
Corporation within this State be, and the same hereby is: 1013 Centre Road, in
the City of Wilmington, in the County of New Castle.
The name and the Registered Agent therein and in charge thereof upon
whom process against the Corporation may be served, is: CORPORATION SERVICE
COMPANY.
The LATAS DE ALUMINIO REYNOLDS, INC., a Corporation of the State of
Delaware, does hereby certify that the foregoing is a true copy of a resolution
adopted by the Board of Directors at a meeting held as herein stated.
IN WITNESS WHEREOF, said Corporation has caused this Certificate to
be signed by its President and Secretary, this 29th day of October A.D. 1990.
By: /s/ David Caroles
-----------------------------------
Vice President, General Counsel
and Secretary
Attested By: /s/ D. Michael Jones
-----------------------------------
Assistant Secretary
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