EX-3.61 65 dex361.htm CERTIFICATE OF INCORPORATION OF SUNBELT SUPPLY CANADA, INC. Certificate of Incorporation of Sunbelt Supply Canada, Inc.

Exhibit 3.61

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

HUGHES CANADA, INC.

David Bearman, being the Vice President of Hughes Canada, Inc., a corporation duly organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:

FIRST:            That the Certificate of Incorporation of the Corporation be, and hereby is, amended by deleting Article One in its entirety and substituting in lieu thereof a new Article One to read as follows:

“1.      The name of the corporation is: SUNBELT SUPPLY CANADA, INC.”

SECOND:            That the Board of Directors of the Corporation, by the unanimous written consent of all of its members, adopted a resolution proposing and declaring advisable the foregoing amendment to the Certificate of Incorporation of the Corporation pursuant to the provisions of Section 141(b) and 242 of the General Corporation Law of the State of Delaware and directed that such amendment be submitted to the stockholders of the Corporation entitled to vote thereon for their consideration, approval and adoption thereof and the necessary number of shares as required by the statute were voted in favor of the amendment.

THIRD:            That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 and 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said Hughes Canada, Inc. has caused this certificate to be signed this 24th day of October, 2006.

 

HUGHES CANADA, INC.
By:  

/s/ David Bearman

 

David Bearman, Vice President

 


CERTIFICATE OF INCORPORATION

OF

HUGHES CANADA, INC.

 

 

1.      The name of the corporation is: HUGHES CANADA, INC.

2.      The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle; and the name of its registered agent for service of process in the State of Delaware at such address is Corporation Service Company.

3.      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.

4.      The total number of shares of stock which the corporation shall have authority to issue is: one thousand shares (1,000) and the par value of each of such shares is: $0.01.

5.      The name and mailing address of the incorporator is as follow:

 

NAME    MAILING ADDRESS
Glenn Adams   

200 S. Orange Avenue, Suite 2600

Orlando, Florida 32801

6.      The corporation is to have perpetual existence.

7.      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.

THE UNDERSIGNED, being the 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 our act and deed and the facts herein stated are true, and accordingly have hereunto set our hands this 23rd day of August, 2004.

 

/s/    Glenn A. Adams

Glenn A. Adams, Incorporator