EX-3.27 26 dex327.htm CERTIFICATE OF INCORPORATION OF BOISE CASCADE TRANSPORTATION HOLDINGS CORP. Certificate of Incorporation of Boise Cascade Transportation Holdings Corp.

Exhibit 3.27

 

   

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:23 PM 09/08/2004

FILED 01:55 PM 09/08/2004

SRV 040650679 – 3851956 FILE

CERTIFICATE OF INCORPORATION

OF

BOISE CASCADE TRANSPORTATION HOLDINGS CORP.

ARTICLE ONE

The name of the corporation is Boise Cascade Transportation Holdings Corp.

ARTICLE TWO

The address of the corporation’s registered office in the State of Delaware is 9 East Loockerman Street, Suite #1B, in the City of Dover, County of Kent, 19901. The name of its registered agent at such address is National Registered Agents, Inc.

ARTICLE THREE

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.

ARTICLE FOUR

The total number of shares of stock which the corporation has authority to issue is 1,000 shares of Common Stock, with a par value of $.01 per share.

ARTICLE FIVE

The name and mailing address of the sole incorporator are as follows:

 

NAME

  

MAILING ADDRESS

     

Jamie E. Jedras

  

200 East Randolph Drive

  
  

Suite 5800

  
  

Chicago, Illinois 60601

  


ARTICLE SIX

The corporation is to have perpetual existence.

ARTICLE SEVEN

In furtherance and not in limitation of the powers conferred by statute, the board of directors of the corporation is expressly authorized to make, alter or repeal the by-laws of the corporation.

ARTICLE EIGHT

Meetings of stockholders may be held within or without the State of Delaware, as the by-laws of the corporation may provide. The books of the corporation may be kept 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. Election of directors need not be by written ballot unless the by-laws of the corporation so provide.

ARTICLE NINE

To the fullest extent permitted by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended, a director of this corporation shall not be liable to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director. Any repeal or modification of this ARTICLE NINE shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.

ARTICLE TEN

The corporation expressly elects not to be governed by Section 203 of the General Corporation Law of the State of Delaware.

ARTICLE ELEVEN

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 herein and by the laws of the State of Delaware, 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 General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts stated herein are true, and accordingly have hereunto set my hand on the 1st day of September, 2004.

 

/s/ Jamie E. Jedras

Jamie E. Jedras, Sole Incorporator


   

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:34 PM 03/02/2005

FILED 01:24 PM 03/02/2005

SRV 050178227 – 3851956 FILE

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

* * * * *

Boise Cascade Transportation Holdings Corp., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware

DOES HEREBY CERTIFY:

That the registered office of the corporation in the state of Delaware is hereby changed to Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

That the registered agent of the corporation is hereby changed to THE CORPORATION TRUST COMPANY, the business address of which is identical to the aforementioned registered office as changed.

That the changes in the registered office and registered agent of the corporation as set forth herein were duly authorized by resolution of the Board of Directors of the corporation.

IN WITNESS WHEREOF, the corporation has caused this Certificate to be signed by an authorized officer, this 2nd day of March, 2005.

 

/s/ Karen E. Gowland
Karen E. Gowland
Vice President and Secretary