EX-3.41 39 a2123436zex-3_41.htm EXHIBIT 3.41

Exhibit 3.41

 

CERTIFICATE OF AMENDMENT

 

OF

 

CERTIFICATE OF INCORPORATION

 

OF

 

FOSTER WHEELER CAPITAL INVESTMENT CORPORATION

 

Adopted in accordance with the provisions
of Section 242 of the General Corporation
law of the State of Delaware

 

The undersigned, being the holders of record of all outstanding shares of the stock of Foster Wheeler Capital Investment Corporation, a corporation existing under the laws of the State of Delaware, do hereby certify as follows:

 

FIRST:           That the Certificate of Incorporation of said corporation has been amended as follows:

 

By striking out the whole of Article First thereof as it now exists and inserting in lieu and instead thereof a new Article First, reading as follows:

 

FIRST:           The name of the Corporation is

 

FOSTER WHEELER REAL ESTATE DEVELOPMENT CORP.

 

SECOND:                    That such amendment has been duly adopted in accordance with the provisions of the General Corporation Law of the State of Delaware by the unanimous written consent of all of the stockholders entitled to vote in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

 

IN WITNESS WHEREOF, we have signed this certificate this 5th day of February 1985.

 

 

 

FOSTER WHEELER CORPORATION

 

 

 

 

 

By:

/s/ [ILLEGIBLE]

 

 

 

Stockholder

 

 

 

CERTIFICATE OF INCORPORATION

 

OF

 

FOSTER WHEELER CAPITAL INVESTMENT CORPORATION

 

*  *  *  *  *  *  *  *

 

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, does hereby certify as follows:

 

FIRST:           The name of the Corporation is

 

FOSTER WHEELER CAPITAL INVESTMENT CORPORATION

 

SECOND:                   The registered office of the Corporation is to be located at 306 South State Street, in the City of Dover, in the County of Kent, in the State of Delaware.  The name of its registered agent at that address is the United States Corporation 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 Delaware.

 

FOURTH:                  The total number of shares of stock which the Corporation is authorized to issue is ten thousand (10,000) all of which are classified as Common Stock without par value.

 

 

FIFTH:          The name and address of the Incorporator are as follows:

 

NAME

 

ADDRESS

 

 

 

D.E. Howarth

 

70 Pine Street, New York, N.Y. 10270

 

SIXTH:        The following provisions are inserted for the management of the business and for 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 number of directors of the Corporation shall be such as from time to time shall be fixed by, or in the manner provided in, the by-laws.  Election of directors need not be by ballot unless the by-laws so provide.

 

(2)                       The Board of Directors shall have power without the assent or vote of the stockholders to make, alter, amend, change, add to or repeal the by-laws of the Corporation; to fix and vary the amount to be reserved for any proper purpose; to authorize and cause to be executed mortgages and liens upon all or any part of the property of the Corporation; to determine the use and disposition of any surplus or net profits; and to fix the times for the declaration and payment of dividends.

 

(3)                       The directors in their discretion may submit any contract or act for approval or ratification at any annual meeting of the stockholders or at any meeting of the stockholders called for the purpose of considering any such act or contract,

 

 

and any contract or act that shall be approved or be ratified by the vote of the holders of a majority of the stock of the Corporation which is represented in person or by proxy at such meeting and entitled to vote thereat (provided that a lawful quorum of stockholders be there represented in person or by proxy) shall be as valid and a binding upon the Corporation and upon all the stockholders as though it had been approved or ratified by every stockholder of the Corporation, whether or not the contract or act would otherwise be open to legal attack because of directors’ interest, or for any other reason.

 

(4)                       In addition to the powers and authorities 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 statutes of Delaware, of this Certificate, and to any by-laws from time to time made by the stockholders; provided, however, that no by-laws so made shall invalidate any prior act of the directors which would have been valid if such by-law had not been made.

 

SEVENTH:                          The Corporation shall, to the full extent permitted by Section 145 of the Delaware General Corporation Law, as amended from time to time, indemnify all persons whom it may indemnify pursuant thereto.

 

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 Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code 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 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 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 law, and all rights and powers conferred herein on stockholders, directors and officers are subject to this reserved power.

 

IN WITNESS WHEREOF, I have hereunto set my hand and seal.

 

 

 

/s/ D. E. Howarth

(L.S.)

 

D. E. Howarth