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Exhibit 3.19
CERTIFICATE OF INCORPORATION
OF
TPC NUMBER FOUR, INC.
FIRST: The name of the Corporation is TPC Number Four, Inc. (hereinafter 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. The name of its registered
agent at that 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 be organized under the General Corporation Law of the State of Delaware
as set forth in Title 8 of the Delaware Code (the “GCL”).
FOURTH: The total number of shares of stock which the Corporation shall have authority to
issue is 1000 shares or Common Stock, each having a par value of one dollar ($1.00).
Fifth: The name and mailing address of the Sole Incorporator is as follows:
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Mailing Address |
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Michael D. Ellwein
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The Pillsbury Company |
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Pillsbury Center |
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200 South Sixth Street |
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M.S. 3764 |
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Minneapolis, MN 55402-1464 |
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SIXTH: The following provisions are inserted for the management of the business and the
conduct of the affairs of the Corporation, and for further definition, limitation and regulation of
the powers of the Corporation and of its directors and stockholders:
(1) The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.
(2) The directors shall have concurrent power with the stockholders to make, alter, amend, change, add to or repeal the By-Laws of the Corporation.
(3) The
number of directors of the Corporation shall be as from time to time fixed by, or in the manner provided in, the By-Laws of the Corporation. Election of directors
need not be by written ballot unless the By-Laws so provide.
(4) In addition to the powers and authority hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such
powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the GCL, this Certificate of Incorporation,
and any By-Laws adopted by the stockholders; provided, however, that no By-Laws hereafter adopted by the stockholders shall invalidate any prior act of the
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directors which would have been valid if such By-Laws had not been adopted.
SEVENTH: Meetings of stockholders may be held within or without the State of
Delaware, as the By-Laws may provide. The books of the Corporation may be kept (subject to any
provision contained in the GCL) outside the State of Delaware at such place or places as may be
designated from time to time by the Board of Directors or in the By-Laws of the Corporation.
EIGHTH: Whenever a compromise or arrangement is proposed between this Corporation and its
creditors or any class of them and/or between this Corporation and its stockholders or any class of
them, any court of equitable jurisdiction within the State of Delaware may, on the application in a
summary way of this Corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for this Corporation under the provisions of Section 291 of the
GCL or on the application of trustees in dissolution or of any receiver or receivers for this
Corporation under the provisions of Section 279 of the GCL, order a meeting of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the
case may be, to be summoned in such manner as the said court directs. If a majority in number
representing three-fourths in value of the creditors or class
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of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case
may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a
consequence of such compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application has been made, be
binding on all the creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this Corporation, as the case may be, and also on this Corporation.
NINTH: The Corporation reserves the right to amend,
alter, change or repeal any provision contained in this
Certificate of Incorporation, in the manner now or hereafter
prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
I, THE UNDERSIGNED, being the Sole Incorporator hereinbefore named, for the purpose of forming
a corporation pursuant to the GCL, 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 17th day of October, 1985.
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| RECEIVED FOR RECORD |
/s/ Michael D. Ellwein
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| OCT 18 1985 |
Michael D. Ellwein
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| LEO J. DUGAN, Jr., Recorder |
Sole Incorporator |
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