Exhibit 3.31
FILED
[ILLEGIBLE] 1993
DANIEL J. DALTON
Secretary of State
0310963
CERTIFICATE OF INCORPORATION
OF
PAPETITI ELECTRO-HEATING CORPORATION
To: The Secretary of State
State of New Jersey
Pursuant to the provisions of the New Jersey Business Corporation
Act, the undersigned, being a natural person of at least 18 years of age and
acting as the incorporator of the corporation hereby being organized thereunder,
certifies that:
FIRST: The name of the corporation (hereinafter called the
"corporation") is PAPETTI ELECTROHEATING CORPORATION
SECOND: The corporation may engage in any activity within the
purposes for which corporations may be organized under the New Jersey Business
Corporation Act.
THIRD: The aggregate number of shares which the corporation shall
have the authority to issue is 2,500, all of which are without par value, and
all of which are of the same class.
FOURTH: The address of the initial registered office of the
corporation within the State of New Jersey is 277 North Broad Street, Elizabeth,
New Jersey 07208; and the name of the initial registered agent at such address
is Martin B. O'Connor II, Esq.
FIFTH: The number of directors constituting the first Board of
Directors of the corporation is one; and the name and the address of the person
who is to serve as the first director of the corporation is as follows:
NAME ADDRESS:
---- -------
Arthur J. Papetti 1 Papetti Plaza
Elizabeth, New Jersey 07206
SIXTH: The name and address of the incorporator is as follows:
NAME ADDRESS:
---- -------
Denise H. Walter Prentice Hall
830 Bear Tavern Road
West Trenton, New Jersey 08628
SEVENTH: For the management of the business and for the conduct of
the affairs of the corporation, and in further definition, limitation, and
regulation of the powers of the corporation and of its directors and of its
shareholders or any class thereof, as the case may be, it is further provided:
1. The management of the business and the conduct of the affairs of
the corporation, including the election of the Chairman of the Board of
Directors, if any, the President, the Treasurer, the Secretary, and other
principal officers of the corporation, shall be vested in its Board of
Directors.
2. The Board of Directors shall have the power to remove directors
for cause and to suspend directors pending a final determination that
cause exists for removal.
3. The corporation shall, to the fullest extent permitted by Section
14A:3-5 of the New Jersey Business Corporation Act, as the same may be
amended and supplemented, indemnify any and all corporate agents 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 By-Law agreement, vote of shareholders, or
otherwise, and shall continue as to a person who has ceased to be a
corporate agent and shall inure to the benefit of the heirs, executors,
administrators, and personal representatives of such a corporate agent.
The term "corporate agent" as used herein shall have the meaning
attributed to it by Sections 14A:3-5 and 14A:5-21 of the New Jersey
Business Corporation Act and by any other applicable provision of law.
4. The personal liability of the directors of the corporation is
hereby eliminated to the fullest extent permitted by subsection 14A:2-7 of
the New Jersey Business Corporation Act, as the same may be amended and
supplemented.
EIGHTH: The shareholders shall not have preemptive tights.
NINTH: The duration of the corporation is to be perpetual.
Signed on November 5, 1993
/s/ Denise H. Walter
----------------------------------------
Denise H. Walter, Incorporator