EX-3.51 53 a2108740zex-3_51.txt EXHIBIT 3.51 Exhibit 3.51 STATE OF NEW YORK } } SS: DEPARTMENT OF STATE } I HEREBY CERTIFY THAT THE ANNEXED COPY HAS BEEN COMPARED WITH THE ORIGINAL DOCUMENT IN THE CUSTODY OF THE SECRETARY OF STATE AND THAT THE SAME IS A TRUE COPY OF SAID ORIGINAL. WITNESS MY HAND AND SEAL OF THE DEPARTMENT OF STATE ON MAY 28 2002 [SEAL] /s/ [ILLEGIBLE] SPECIAL DEPUTY SECRETARY OF STATE DOS-1266(7/00) DC-08 DC-08 950504000067 CERTIFICATE OF INCORPORATION OF GRASSLANDS INC. Under Section 402 of the Business Corporation Law ---------- 1. The name of the corporation is GRASSLANDS INC. 2. The purpose for which it is formed is: To engage in any lawful act or activity for which corporations may be organized under the Business Corporation Law of the State of New York. The corporation is not formed to engage in any act or activity requiring the consent or approval of any state official, department, board, agency, or other body without such consent or approval first being obtained. 3. Its office in the State of New York is located in Franklin County. 4. The aggregate number of shares which the Corporation shall have authority to issue is 200 common shares without par value. 5. The Secretary of State of the State of New York is designated as the agent of the Corporation upon whom process against it may be served. The address to which the Secretary of State shall mail a copy of any process which may be served upon him is 417 East Main Street, Malone, New York 12953. 6. The subscriber is at least eighteen years of age. 1 IN WITNESS WHEREOF the subscriber has signed this certificate on the 3rd day of May, [ILLEGIBLE] /s/ Howard J. Cornwell -------------------------------------------------- HOWARD J. CORNWELL [ILLEGIBLE] BOX 77 Central Bridge, New York 12035-9706 STATE OF NEW YORK } COUNTY OF ONEIDA } ss. On this 3rd day of May, 1995, before me, the subscriber personally appeared HOWARD J. CORNWELL, to me known and known to me to be the person described in and who executed the foregoing instrument and he duly personally acknowledged to me that he executed the same. /s/ Daniel S. Cohen -------------------------------------------------- Notary Public [SEAL] 2 950504000067 CERTIFICATE OF INCORPORATION OF GRASSLANDS INC. [SEAL] [SEAL] [ILLEGIBLE] STATE OF NEW YORK DEPARTMENT OF STATE FILED MAY 04, 1995 TAX $10 BY: /s/ [ILLEGIBLE] -------------------- Frank-Co BILLED Filed By: Evans, Bankert, Cohen, Lutz & Panzone 231 Genesee Street, 5th Floor Utica NY 13501 D.C. -08 950504000069 3 STATE OF NEW YORK } SS: DEPARTMENT OF STATE } I HEREBY CERTIFY THAT THE ANNEXED COPY HAS BEEN COMPARED WITH THE ORIGINAL DOCUMENT IN THE CUSTODY OF THE SECRETARY OF STATE AND THAT THE SAME IS A TRUE COPY OF SAID ORIGINAL. WITNESS MY HAND AND SEAL OF THE DEPARTMENT OF STATE ON MAY 28 2002 [SEAL] /s/ [ILLEGIBLE] SPECIAL DEPUTY SECRETARY OF STATE DOS-1266(7/00) F 981029000686 CERTIFICATE OF MERGER OF GL ACQUISITION, INC. AND GRASSLANDS INC. INTO GRASSLANDS INC. Under Section 904 of the Business Corporation Law We, the undersigned, being respectively the Vice President and Assistant Secretary of GL Acquisition Inc., and the President and Secretary of Grasslands Inc., certify: The Agreement and Plan of the Merger was adopted by the board of directors of each constituent corporation. 1. The name of each constituent corporation is as follows: GL Acquisition, Inc., and Grasslands Inc. 2. The name of the surviving corporation is: Grasslands Inc. 3. The number of outstanding shares of GL Acquisition, Inc. is ten (10) shares without par value, all of which are entitled to vote. The number of outstanding shares of Grasslands Inc. is thirty six (36) shares without par value, all of which shares are entitled to vote. 4. The Certificate of Incorporation of GL Acquisition, Inc., was filed by the Department of State on the 8th day of October, 1998 and the Certificate of Incorporation of Grasslands Inc., was filed by the Department of State on May 4, 1995. 5. The Merger was authorized by the Unanimous Written Consent of all outstanding shares of GL Acquisition, Inc., entitled to 1 vote thereon and by the Unanimous Written Consent of all outstanding shares of Grasslands Inc., entitled to vote thereon. 6. The Merger shall be effective on the filing of this Certificate of Merger by the Department of State. IN WITNESS WHEREOF, the undersigned have each signed this certificate and affirmed the truth of the statements contained therein under penalty of perjury this 29th of October, 1998. GL ACQUISITION, INC. By: /s/ Jerry S. Cifor --------------------------------- Jerry S. Cifor, Vice President and Assistant Secretary 2 GRASSLANDS INC. By: /s/ Howard J. Cornwell --------------------------------- Howard J. Cornwell, President By: /s/ Chester W. Bisnett --------------------------------- Chester W. Bisnett, Secretary 3 F 981029000686 CERTIFICATE OF MERGER OF GL ACQUISITION, INC. AND GRASSLANDS INC. INTO GRASSLANDS INC. Under Section 904 of the Business Corporation Law STATE OF NEW YORK DEPARTMENT OF STATE FILED OCT 29 1998 TAX $0 BY: /s/ Franklin ------------------ FRANKLIN 52 James Street Albany, NY 12207 (800) 873-3482 (800) 234-8522 FAX [NATIONWIDE INFORMATION SERVICES INC. LOGO] FILED: Jack Quigley Corporate Assistant Manager 981029000708 4