EX-3.13 8 dex313.htm CERTIFICATE OF FORMATION OF COMMONWEALTH ALUMINUM, LLC Certificate of Formation of Commonwealth Aluminum, LLC

Exhibit 3.13

 

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:01 AM 10/16/1998

981400361 - 2956286

        

 

CERTIFICATE OF INCORPORATION

 

OF

 

COMMONWEALTH ALUMINUM CORPORATION

 

ARTICLE I

 

Name

 

The name of the corporation is Commonwealth Aluminum Corporation.

 

ARTICLE II

 

Registered Office; Registered Agent

 

The address of the corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

 

ARTICLE III

 

Purpose

 

The purpose of the corporation 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 IV

 

Shares

 

The total number of shares which the corporation shall have authority to issue is 1,000 shares of common stock of the par value $.01 cent per share.

 

ARTICLE V

 

Incorporator

 

The name and mailing address of the incorporator is John E. Merow, c/o Sullivan & Cromwell, 125 Broad Street, New York, New York 10004-2498.

 

ARTICLE VI

 

By-Laws

 

The board of directors of the corporation is expressly authorized to adopt, amend or repeal by-laws of the corporation.

 

ARTICLE VII

 

Directors

 

Elections of directors need not be by written ballot except and to the extent provided in the by-laws of the corporation.

 

The number of directors of the corporation shall be fixed from time to time pursuant to the by-laws of the corporation. Any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares at the time entitled to vote at an election of directors.

 

IN WITNESS WHEREOF, I have signed this certificate of incorporation this 14th day of October, 1998.

 

/s/    JOHN E. MEROW        
John E. Merow
Sole Incorporator

 

-2-

 

CERTIFICATE OF CONVERSION

FROM A CORPORATION TO A LIMITED LIABILITY COMPANY

PURSUANT TO SECTION 266 OF THE DELAWARE GENERAL

CORPORATION LAW

 

1. The name of the corporation is Commonwealth Aluminum Corporation.

 

2. The date on which the original Certificate of Incorporation was filed with the Secretary of State is October 16, 1998.

 

3. The name of the limited liability company into which the corporation is herein being converted is Commonwealth Aluminum, LLC.

 

4. The conversion has been approved in accordance with the provisions of Section 266.

 

Commonwealth Aluminum Corporation
By:   /s/    LENNA RUTH MACDONALD        

Name:

   Lenna Ruth Macdonald

Title:

   V. P., General Counsel and Secretary

 

       

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:08 PM 11/10/2003

FILED 02:38 PM 11/10/2003

SRV 030720249 - 2956286 FILE

 

 

CERTIFICATE OF FORMATION

 

OF

 

COMMONWEALTH ALUMINUM, LLC

 

1. The name of the limited liability company is Commonwealth Aluminum, LLC.

 

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

 

3. This Certificate of Formation shall be effective on date of filing.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Commonwealth Aluminum, LLC this 7th day of November, 2003.

 

COMMONWEALTH ALUMINUM CONCAST, INC.

As Authorized Person

By:   /s/    LENNA RUTH MACDONALD        
    Lenna Ruth Macdonald
    Vice President, General Counsel and Secretary

 

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:08 PM 11/10/2003

FILED 02:38 PM 11/10/2003

SRV 030720249 - 2956286 FILE