EX-3.19 18 dex319.htm NU-GRO TECHNOLOGIES, INC. CERTIFICATE OF INCORPORATION Nu-Gro Technologies, Inc. Certificate of Incorporation

EXHIBIT 3.19

 

STATE OF DELAWARE

 

CERTIFICATE OF INCORPORATION

 

OF

 

NU-GRO TECHNOLOGIES, INC.

 

I, the undersigned, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware, do hereby certify as follows:

 

FIRST: The name of the corporation is NU-GRO TECHNOLOGIES, INC. (the “Corporation”).

 

SECOND: The registered office of the Corporation in the State of Delaware is to be located at 1013 Centre Road, Wilmington County of New Castle, Delaware 19805. The name of its registered agent at such address is Corporation Service 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 the State of Delaware.

 

FOURTH: The total number of shares which the Corporation is authorized to issue is 3,000 shares, no par value, itemized as follows:

 

CLASS

   

SERIES (IF ANY)

   

NUMBER

OF SHARES

   

PAR VALUE/SHARE

Common

         3,000    No Par Value

 

FIFTH: The name and mailing address of the incorporator is as follows:

 

Kimberly J. Schwinge, Esq.

Kavinoky & Cook, LLP

120 Delaware Avenue

Buffalo, NY 14202

 

SIXTH: The personal liability of a director of the Corporation to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director is eliminated to the fullest extent allowed under the laws of the State of Delaware in effect as of the date of this Certificate. This provision shall not eliminate the personal liability of a director (i) for any breach of the director’s 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 Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit.

 

1

IN WITNESS WHEREOF, I have hereunto signed this Certificate of Incorporation this 21st day of September, 1999.

 

/s/ Kimberly J. Schwinge

Kimberly J. Schwinge, Incorporator

 

2