Exhibit 3.33
ARTICLES OF INCORPORATION
OF
CASA TRUCKING, INC.
The undersigned incorporator, being a natural person 18 years of age or
older, in order to form a corporate entity under Minnesota Statutes, Chapter
302A, hereby adopts the following Articles of Incorporation:
ARTICLE I.
Name: The name of this corporation shall be Casa Trucking, Inc.
ARTICLE II.
Duration: The duration of the corporation shall be perpetual.
ARTICLE III.
Purpose: The purpose or purposes for which this corporation is formed
shall be for general business purposes.
ARTICLE IV.
Registered Office: The address of the corporation's registered office is
324 Park National Bank Building, 5353 Wayzata Boulevard, Minneapolis, MN 55416.
ARTICLE V.
Capital Stock: The authorized capital stock of the corporation shall
consist of 10,000 shares, each of which shall have a par value of $.01.
The sale of stock of this corporation by any shareholder may be restricted
in the Bylaws or in any contract between two or more shareholders to the extent
that said stock may be required by such Bylaws or contract to be offered first
to the corporation or to other shareholders at a price to be fixed in accordance
with such Bylaws or contract; provided, however, that no such restrictions shall
be valid unless stated upon the stock certificate.
Each holder of record of common stock shall be entitled to one vote per
share of common stock standing in his or her name on the books of the
corporation. No shareholder entitled to vote shall have or exercise the right to
accumulate his or her votes in electing directors, and there shall be no
cumulative voting for any purpose whatsoever.
The Board of Directors shall have the authority to establish by resolution
more than one class or series of shares, either preferred or common, and to fix
the relative rights, restrictions
and preferences of any such different classes or series and the authority to
convert shares of a class or series to another class or series and to effectuate
share dividends, splits or conversion of the corporation's outstanding shares.
The Board of Directors shall have the authority to issue rights to convert
any of the corporation's securities into shares of stock of any class or
classes, the authority to issue options to purchase or subscribe for shares of
stock of any class or classes and the authority to issue share purchase or
subscription warrants or any other evidence of such option rights which set
forth the terms, provisions and conditions thereof, including the price or
prices at which such shares may be subscribed for or purchased. Such options,
warrants and rights may be transferable or nontransferable and separable or
inseparable from other securities of the corporation. The Board of Directors is
authorized to fix the terms, provisions and conditions of such options, warrants
and rights, including the conversion basis or bases and the option price or
prices at which shares may be subscribed for or purchased.
ARTICLE VI.
Preemptive Rights Denied: No holder of stock of this corporation shall
have any preferential, preemptive or other rights of subscription to any shares
of any class or series of stock of this corporation allotted or sold or to be
allotted or sold and now or hereafter authorized, or to any obligations or
securities convertible into any class or series of stock of this corporation or
any right of subscription to any part thereof.
ARTICLE VII.
Written Anion by Board: An action required or permitted to be taken by the
Board of Directors of the corporation may be taken by written action signed by
the number of directors that would be required to take the same action at a
meeting of the Board at which all directors are present, except that on an
action which requires shareholder approval the written action must be signed by
all the directors.
ARTICLE VIII.
Nonliability of Directors for Certain Actions: To the full extent that the
Minnesota Statutes, Chapter 302A, as it exists on the date hereof or may
hereafter be amended, permits the limitation or elimination of the liability of
directors, a director of this corporation shall not be liable to the corporation
or its shareholders for monetary damages for breach of fiduciary duty as a
director. Any amendment to or repeal of this Article VIII shall not adversely
affect any right or protection of a director of the corporation for or with
respect to any acts or omission of such director occurring prior to such
amendment or repeal.
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ARTICLE IX.
Indemnification: Directors and officers of the corporation and any person
serving or who has served as a director or officer of any other corporation or
entity at the request or direction of the Corporation shall be entitled to be
indemnified by the corporation to the full extent permitted by the Minnesota
Business Corporation Act or any successor statute and the Corporation shall have
the power to obtain insurance against any liability arising under this
provision.
ARTICLE X.
Bylaws: The power to adopt, amend or repeal Bylaws shall be vested in the
Board of Directors of the corporation, except to the extent otherwise limited by
the Minnesota Business Corporation Act.
ARTICLE XI.
Directors: The Board of Directors of this corporation shall consist of
such number of directors as shall be fixed in the manner provided in the Bylaws
of this corporation. Each director shall continue in office for the term for
which he or she was named or elected and until his or her successor is elected
and qualified.
The Board of Directors of this corporation shall have full power and
authority to make and adopt Bylaws for the government of this corporation and
its affairs as it may deem advisable and necessary and as shall not be
inconsistent with the provisions of these Articles of Incorporation and to amend
or alter such Bylaws from time to time; provided, however, that the authority to
make and alter such Bylaws vested hereby in said board shall be subject to the
power and right of the shareholders to change or repeal such Bylaws.
The names and addresses of the first Board of Directors is as follows:
Gregg A. Ostrander
President and Chief Executive Officer
324 National Bank Building
5353 Wayzata Boulevard
Minneapolis, MN 55416
Jeffrey M. Shapiro
Chief Financial Officer and Secretary
324 National Bank Building
5353 Wayzata Boulevard
Minneapolis, MN 55416
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ARTICLE XII.
Amendment: These Articles of Incorporation may be amended by the
affirmative vote of the holder or holders of the majority of the voting power of
the common stock present at a shareholders' meeting wherein said amendments are
submitted to a vote.
ARTICLE XIII.
Incorporator: The name and address of the incorporator is:
Lisa A. Smith
2000 Midwest Plaza Building West
801 Nicollet Mall
Minneapolis, MN 55402
IN WITNESS WHEREOF, I have hereunto set my hand this 11th day of February,
1997.
/s/ Lisa A. Smith
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Lisa A. Smith
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this 11th day of
February, 1997 by LISA A. SMITH.
/s/ Linda K. Sullivan
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Notary Public
2/07/97,LAS,62035_1M [SEAL] LINDA K. SULLIVAN
NOTARY PUBLIC- MINNESOTA
RAMSEY COUNTY
My Commission Expires Jan. 31, [ILLEGIBLE]
STATE OF MINNESOTA
DEPARTMENT OF STATE
FILED
FEB 11 1997
Joan Anderson Growe
Secretary of State
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SECRETARY'S CERTIFICATE/INCUMBENCY
The undersigned, being the duly elected Secretary of Casa Trucking, Inc.
(the "Corporation"), does hereby certify as follows:
1. The undersigned has requisite knowledge of the affairs of the
Corporation to make the certifications provided herein and has performed all
required diligence to make such certifications.
2. Such certification are provided as an inducement to First Union
Commercial Corporation or an affiliate or related party to enter into one or
more leases, financings, credit facilities other transactions (the
"Transaction") with the Corporation.
3. The persons listed below are the duly elected officers of the
Corporation serving in the capacity indication as of the date of this
Certificate and have continually served in such capacity through the date of the
closing of the Transaction for which this Certificate is being furnished, and I
have witnessed each officer's execution of this Certificate.
Name Signature Title
---- --------- -----
Gregg A. Ostrander /s/ Gregg A. Ostrander C.E.O. / President
- ------------------- ------------------------- ------------------------
Jeffrey M. Shapiro /s/ Jeffrey M. Shapiro V.P. / Secretary
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John D. Reedy /s/ John D. Reedy Chief Financial Officer
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4. Such officers have full power and authority to execute and deliver any
and all documents (the "Transaction Documents") required to be executed and
delivered by the Corporation in respect of the Transaction, the Transaction and
the Transaction Documents have been duly authorized by the Corporation and upon
execution and delivery of the Transaction Documents by any above-named officer,
such Transaction Documents will be valid, binding and enforceable against the
Corporation.
IN WITNESS WHEREOF, the undersigned officer has executed this Certificate
under seal as of the 31st day of October, 1997.
CASA TRUCKING, INC.
By: /s/ Jeffrey M. Shapiro (Seal) N/A
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Name: Jeffrey M. Shapiro
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Title: Secretary
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State of Minnesota
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SECRETARY OF STATE
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CERTIFICATE OF INCORPORATION
I, Joan Anderson Growe, Secretary of State of Minnesota, do certify that:
Articles of Incorporation, duly signed and acknowledged under oath, have been
filed on this date in the Office of the Secretary of State, for the
incorporation of the following corporation, under and in accordance with the
provisions of the chapter of Minnesota Statutes listed below.
This corporation is now legally organized under the laws of Minnesota.
Corporate Name: Casa Trucking, Inc.
Corporate Charter Number: 9N-524
Chapter Formed Under: 302A
This certificate has been issued on 02/11/1997.
[SEAL] /s/ Joan Anderson Growe
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Secretary of State.
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